Debt Disclosure [Text Block] | 8. Debt December 31, 2015 2014 IM Term Loan (i) $ 11,375,000 $ 12,750,000 JR Term Loan (i) 7,875,000 9,000,000 H Term Loan (i) 10,000,000 10,000,000 Net unamortized deferred finance costs related to term loans (ii) (493,000) (624,000) IM Seller Note 4,918,000 5,366,000 Ripka Seller Notes 469,000 4,398,000 Contingent obligation - IM Seller 250,000 5,766,000 Contingent obligation - JR Seller 3,784,000 3,784,000 Contingent obligation - CW Seller 2,850,000 - Total 41,028,000 50,440,000 Current portion (iii), (iv) 9,168,000 11,416,000 Long-term debt $ 31,860,000 $ 39,024,000 (i) Term loans outstanding as of December 31, 2015 were refinanced in February 2016, as described below. (ii) See Note 2, Summary of Significant Accounting Policies, Recent Accounting Pronouncements. (iii) $ 4.918 (iv) The current portion of long-term debt presented on the consolidated balance sheet at December 31, 2015 includes $ 4.000 1.375 2.625 Term Loans On August 1, 2013, IM Brands, LLC (“IM Brands”) entered into a $ 13 five year term loan 4.44 On April 3, 2014, JR Licensing, LLC (“JR Licensing”) entered into a $ 9 five year term loan On December 22, 2014, H Licensing, LLC (“H Licensing”) entered into a $ 10 five year term loan LIBOR plus 3.50% or Prime rate plus 0.50% The Company is required to maintain minimum fixed charge ratio and liquidity covenants and other non-monetary covenants, including reporting requirements and trademark preservation, in accordance with the terms and conditions of the IM Term Loan, the JR Term Loan, and the H Term Loan. As of December 31, 2015, the Company was in full compliance with all such covenants. Scheduled quarterly principal payments of $ 625,000 375,000 375,000 On February 26, 2016, Xcel and its wholly owned subsidiaries, IM Brands, JR Licensing, H Licensing, C Wonder Licensing, LLC, Xcel Design Group, LLC, IMNY Retail Management, LLC, and IMNY E-Store, USA, LLC (each a “Guarantor” and collectively, the “Guarantors”), as Guarantors, entered into an Amended and Restated Loan and Security Agreement (the “Loan Agreement”) with BHI, as agent (the “Agent”), and the financial institutions party thereto as lenders (the “Lenders”). The Loan Agreement amended and restated the IM Term Loan, the JR Term Loan, and the H Term Loan. Pursuant to the Loan Agreement, Xcel assumed the obligations of each of IM Brands, JR Licensing, and H Licensing under the applicable Existing Line Letters in the aggregate principal amount of $ 27,875,000 Amount of Principal Year Ending December 31, Payment 2016(i) $ 2,625,000 2017 4,000,000 2018 4,000,000 2019 4,000,000 2020 4,000,000 2021 9,250,000 Total $ 27,875,000 (i) Does not include $ 1.375 Under the Loan Agreement, the Company has the right to prepay the Xcel Term Loan, provided that any prepayment of less than all of the outstanding balance shall be applied to the remaining amounts due in inverse order of maturity. If the Xcel Term Loan is prepaid on or prior to the third anniversary of the closing date (including as a result of an event of default), the Company shall pay an early termination fee as follows: an amount equal to the principal amount outstanding under the Term Loan on the date of prepayment, multiplied by: (i) two percent (2.00%) if the Xcel Term Loan is prepaid on or after the closing date and on or before the second anniversary of the closing date; (ii) one percent (1.00%) if the Xcel Term Loan is prepaid after the second anniversary of the closing date and on or before the third anniversary of the closing date; or (iii) zero percent (0.00%), if the Xcel Term Loan is prepaid after the third anniversary of the closing date. Commencing with the fiscal year ending December 31, 2017, the Company is required to repay a portion of the Xcel Term Loan in an amount equal to 10% of the excess cash flow for the fiscal year; provided that no early termination fee shall be payable with respect to any such payment. Excess cash flow means, for any period, cash flow from operations (before certain permitted distributions) less (i) capital expenditures not made through the incurrence of indebtedness, (ii) all cash interest and principal and taxes paid or payable during such period, and (iii) all dividends declared and paid during such period to equity holders of any credit party treated as a disregarded entity for tax purposes. Xcel’s obligations under the Loan Agreement are guaranteed by the Guarantors and secured by all of the assets of Xcel and the Guarantors (as well as any subsidiary formed or acquired that becomes a credit party to the Loan Agreement) and, subject to certain limitations contained in the Loan Agreement, equity interests of the Guarantors (as well as any subsidiary formed or acquired that becomes a credit party to the Loan Agreement). Interest on the Xcel Term Loan accrues at a fixed rate of 5.1 The Loan Agreement contains customary covenants, including reporting requirements, trademark preservation, and the following financial covenants of the Company (on a consolidated basis with the Guarantors and any subsidiaries subsequently formed or acquired that become a credit party under the Loan Agreement): · net worth of at least $ 90,000,000 · liquid assets of at least $ 5,000,000 3,000,000 · a fixed charge ratio of at least 1.20 1.00 · capital expenditures shall not exceed (i) $ 2,650,000 700,000 · EBITDA (as defined in the Loan Agreement) of at least $ 7,500,000 9,500,000 9,000,000 The Company was in compliance with all of these covenants as of December 31, 2015. IM Seller Note On September 29, 2011, as part of the consideration for the purchase of the Isaac Mizrahi Business, the Company issued to IM Ready-Made, LLC (“IM Ready”) a promissory note in the principal amount of $ 7,377,000 0.25 9.25 1,740,000 9.0 5,637,000 123,000 On December 24, 2013, the IM Seller Note was amended to (1) revise the maturity date to September 30, 2016 (the “Amended Maturity Date”), (2) revise the date to which the maturity date may be extended to September 30, 2018, (3) provide the Company with a prepayment right with its Common Stock, subject to remitting in cash the required cash payments set forth below and a minimum Common Stock price of $ 4.50 Payment Payment Date Amount January 31, 2016 (i) $ 750,000 September 30, 2016 (ii) $ 4,377,000 (i) Paid in cash in January 2016. (ii) Payable in stock or cash at the Company’s sole discretion. Amounts paid in cash require BHI’s approval. For the Current Year and Prior Year, the Company incurred interest expense of $ 315,000 342,000 301,000 321,000 4,918,000 5,366,000 Ripka Seller Notes On April 3, 2014, as part of the consideration for the purchase of the Ripka Brand, JR Licensing issued to Ripka promissory notes in the aggregate principal amount of $ 6,000,000 7.00 Management determined that its expected borrowing rate is estimated to be 7.33 1,835,000 7.33 4,165,000 On February 20, 2015, the Company agreed to cancel Ripka Seller Notes in the principal amount of $ 3.0 2.4 2,400,000 600,000 75,000 600,000 2,400,000 On February 20, 2015, the Company entered into a release letter (the “Release Letter”) with Thai Jewelry, pursuant to which the Company agreed to issue to Thai Jewelry an aggregate of 266,667 2,400,000 2.4 1.79 0.61 On April 21, 2015, the Company satisfied an additional $ 3 333,334 3 2.24 0.76 For the Current Year and Prior Year, the Company incurred interest expense of $ 105,000 233,000 469,000 4,398,000 Contingent Obligations IM Earn-Out Obligation IM Ready was eligible to earn additional shares of Common Stock with a value of up to $ 7.5 315,000 During the Current Year, the Company recorded a $ 3.0 7.5 The IM Earn-Out Value was payable solely in stock. In accordance with ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC Topic 480”), the IM Earn-Out Obligation was treated as a liability in the accompanying condensed consolidated balance sheets because of the variable number of shares payable under the agreement. The IM Earn-Out Obligation was recorded as the current portion of long-term debt in the amount of $ 3.0 QVC Earn-Out The Company was obligated to pay IM Ready $ 2.76 2.5 4.50 2.5 290,473 2.51 0.25 The QVC Earn-Out of $ 0.25 2.76 Ripka Earn-Out In connection with the purchase of the Ripka Brand, the Company agreed to pay Ripka additional consideration of up to $ 5 7.00 1 3.78 C Wonder Earn-Out In connection with the purchase of the C Wonder Brand, the Company agreed to pay the Seller additional consideration (the “C Wonder Earn-Out”), which would be payable, if at all, in cash or shares of common stock of the Company, at the Company’s sole discretion, after June 30, 2019, with a value based on the royalties related directly to the assets the Company acquired pursuant to the Purchase Agreement. The value of the earn-out shall be calculated as the positive amount, if any, of (i) two times (A) the maximum net royalties as calculated for any single twelve month period commencing on July 1 and ending on June 30 between the closing date and June 30, 2019 (each, a “Royalty Target Year”) less (B) $4,000,000, plus (ii) two times the maximum royalty determined based on a percentage of retail and wholesale sales of C Wonder branded products by the Company as calculated for any single Royalty Target Year. The C Wonder Earn-Out of $ 2.85 As of December 31, 2015 and 2014, total contingent obligations were $ 6.9 9.6 |