Debt Disclosure [Text Block] | 4. Debt (in thousands) March 31, December 31, Xcel Term Loan $ 27,875 $ - IM Term Loan - 11,375 JR Term Loan - 7,875 H Term Loan - 10,000 Unamortized deferred finance costs related to term loans (568) (493) IM Seller Note 4,239 4,918 Ripka Seller Notes 477 469 Contingent obligation - IM Seller - 250 Contingent obligation - JR Seller 3,784 3,784 Contingent obligation - CW Seller 2,850 2,850 Total 38,657 41,028 Current portion (i) 7,864 9,168 Long-term debt $ 30,793 $ 31,860 (i) The current portion of long-term debt as of March 31, 2016 consists of (a) $ 3.625 4.239 Xcel Term Loan On February 26, 2016, Xcel and its wholly owned subsidiaries, IM Brands, LLC, JR Licensing, LLC, H Licensing, LLC, 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 Bank Hapoalim B.M. (“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, LLC, JR Licensing, LLC, and H Licensing, LLC under the applicable Existing Line Letters in the aggregate principal amount of $ 27,875,000 The Xcel Term Loan matures on January 1, 2021. Principal on the Xcel Term Loan is payable in quarterly installments on each of January 1, April 1, July 1 and October 1, starting on April 1, 2016. Year Ending December 31, Amount of 2016 $ 2,625 2017 4,000 2018 4,000 2019 4,000 2020 4,000 2021 9,250 Total $ 27,875 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 (as defined in the Loan Agreement) 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 $ 9,500,000 9,000,000 The Company was in compliance with all applicable covenants as of March 31, 2016. In connection with the refinancing of its term loan debt, the Company paid $ 116,000 466,000 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 The remaining scheduled principal payment (including amortization of imputed interest) of $ 4,377,000 For the Current Quarter and Prior Year Quarter, the Company incurred interest expense of $ 72,000 81,000 72,000 76,000 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 the Company’s expected borrowing rate was 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 $ 3.00 333,334 3.00 2.24 For the Current Quarter and Prior Year Quarter, the Company incurred interest expense of $ 9,000 79,000 Contingent Obligation IM Seller (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 Contingent Obligation JR Seller (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 Contingent Obligations CW Seller (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 2.85 As of March 31, 2016 and December 31, 2015, total contingent obligations were $ 6.63 6.88 |