Document And Entity Information
Document And Entity Information - USD ($) | 12 Months Ended | ||
Dec. 31, 2016 | Mar. 10, 2017 | Jun. 30, 2016 | |
Document Information [Line Items] | |||
Document Type | 10-K | ||
Amendment Flag | false | ||
Document Period End Date | Dec. 31, 2016 | ||
Document Fiscal Year Focus | 2,016 | ||
Document Fiscal Period Focus | FY | ||
Entity Registrant Name | XCel Brands, Inc. | ||
Entity Central Index Key | 1,083,220 | ||
Current Fiscal Year End Date | --12-31 | ||
Entity Well-known Seasoned Issuer | No | ||
Entity Voluntary Filers | No | ||
Entity Current Reporting Status | Yes | ||
Entity Filer Category | Smaller Reporting Company | ||
Entity Public Float | $ 52,172,148 | ||
Trading Symbol | XELB | ||
Entity Common Stock, Shares Outstanding | 18,694,982 |
Consolidated Balance Sheets
Consolidated Balance Sheets - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Current Assets: | ||
Cash and cash equivalents | $ 14,127 | $ 16,860 |
Accounts receivable, net | 6,969 | 7,594 |
Prepaid expenses and other current assets | 807 | 655 |
Total current assets | 21,903 | 25,109 |
Property and equipment, net | 2,600 | 871 |
Trademarks and other intangibles, net | 111,220 | 112,323 |
Goodwill | 12,371 | 12,371 |
Restricted cash | 1,509 | 1,109 |
Other assets | 1,517 | 343 |
Total non-current assets | 129,217 | 127,017 |
Total Assets | 151,120 | 152,126 |
Current Liabilities: | ||
Accounts payable, accrued expenses and other current liabilities | 1,523 | 1,448 |
Accrued payroll | 2,185 | 1,924 |
Deferred revenue | 234 | 597 |
Current portion of long-term debt | 6,427 | 8,918 |
Current portion of contingent obligations | 0 | 250 |
Total current liabilities | 10,369 | 13,137 |
Long-Term Liabilities: | ||
Long-term debt, less current portion | 25,495 | 31,860 |
Deferred tax liabilities, net | 6,901 | 6,749 |
Other long-term liabilities | 2,181 | 297 |
Total long-term liabilities | 34,577 | 38,906 |
Total Liabilities | 44,946 | 52,043 |
Commitments and Contingencies | ||
Stockholders' Equity: | ||
Preferred stock, $.001 par value, 1,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $.001 par value, 35,000,000 shares authorized at December 31, 2016 and December 31, 2015, and 18,644,982 and 18,434,634 issued and outstanding at December 31, 2016 and December 31, 2015, respectively | 19 | 18 |
Paid-in capital | 97,354 | 93,999 |
Retained earnings | 8,801 | 6,066 |
Total Stockholders' Equity | 106,174 | 100,083 |
Total Liabilities and Stockholders' Equity | $ 151,120 | $ 152,126 |
Consolidated Balance Sheets (Pa
Consolidated Balance Sheets (Parenthetical) - $ / shares | Dec. 31, 2016 | Dec. 31, 2015 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 35,000,000 | 35,000,000 |
Common stock, shares issued | 18,644,982 | 18,434,634 |
Common stock, shares outstanding | 18,644,982 | 18,434,634 |
Consolidated Statements of Oper
Consolidated Statements of Operations - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Revenues | ||
Net licensing revenue | $ 32,603 | $ 27,405 |
Net e-commerce sales | 151 | 316 |
Total revenues | 32,754 | 27,721 |
Cost of goods sold | 196 | 267 |
Gross profit | 32,558 | 27,454 |
Operating expenses | ||
Salaries, benefits and employment taxes | 16,082 | 12,240 |
Other design and marketing costs | 3,181 | 2,375 |
Other selling, general and administrative expenses | 4,881 | 3,643 |
Facility exit costs | 670 | 0 |
Stock-based compensation | 4,727 | 4,640 |
Depreciation and amortization | 1,560 | 1,379 |
Total operating expenses | 31,101 | 24,277 |
Other expenses (income) | ||
Gain on reduction of contingent obligation | (3,409) | (3,000) |
Loss on extinguishment of debt | 0 | 1,371 |
Total other income, net | (3,409) | (1,629) |
Operating income | 4,866 | 4,806 |
Interest and finance expense | ||
Interest expense - term debt | 1,333 | 1,220 |
Other interest and finance charges | 515 | 584 |
Total interest and finance expense | 1,848 | 1,804 |
Income from continuing operations before income taxes | 3,018 | 3,002 |
Income tax provision | 315 | 156 |
Income from continuing operations | 2,703 | 2,846 |
Income (loss) from discontinued operations, net | 34 | (272) |
Net income | $ 2,737 | $ 2,574 |
Basic net income (loss) per share: | ||
Continuing operations | $ 0.15 | $ 0.18 |
Discontinued operations, net | 0 | (0.02) |
Net income | 0.15 | 0.16 |
Diluted net income (loss) per share: | ||
Continuing operations | 0.14 | 0.17 |
Discontinued operations, net | 0 | (0.02) |
Net income | $ 0.14 | $ 0.15 |
Basic weighted average common shares outstanding | 18,625,670 | 16,151,163 |
Diluted weighted average common shares outstanding | 19,044,749 | 17,223,240 |
Consolidated Statement of Stock
Consolidated Statement of Stockholders' Equity - USD ($) $ in Thousands | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | (Accumulated Deficit) Retained Earnings [Member] |
Balances at Dec. 31, 2014 | $ 60,224 | $ 14 | $ 56,718 | $ 3,492 |
Balances (in shares) at Dec. 31, 2014 | 14,011,896 | |||
Shares issued to employees in connection with restricted stock grants, net of forfeitures | 0 | $ 0 | 0 | 0 |
Shares issued to employees in connection with restricted stock grants, net of forfeitures (in shares) | 587,505 | |||
Compensation expense in connection with stock options and restricted stock | 4,640 | $ 0 | 4,640 | 0 |
Issuance of common stock in connection with the extinguishment of Ripka Seller Notes | 5,400 | $ 1 | 5,399 | 0 |
Issuance of common stock in connection with the extinguishment of Ripka Seller Notes (in shares) | 600,001 | |||
Issuance of common stock through public offering, net of $2,011,000 of direct costs | 16,107 | $ 2 | 16,105 | 0 |
Issuance of common stock through public offering, net of $2,011,000 of direct costs (in Shares) | 2,013,128 | |||
Issuance of common stock in connection with asset acquisition of C Wonder Brand | 9,000 | $ 1 | 8,999 | 0 |
Issuance of common stock in connection with asset acquisition of C Wonder Brand (in shares) | 1,000,000 | |||
Issuance of common stock as payment for a portion of the QVC Earn-Out | 2,515 | $ 0 | 2,515 | 0 |
Issuance of common stock as payment for a portion of the QVC Earn-Out (in shares) | 290,473 | |||
Shares issued on exercise of stock options, net | 65 | $ 0 | 65 | 0 |
Shares issued on exercise of stock options, net (in Shares) | 19,456 | |||
Tax benefit from vested stock grants and exercised options | 306 | $ 0 | 306 | 0 |
Shares repurchased including vested restricted stock in exchange for withholding taxes | (748) | $ 0 | (748) | 0 |
Shares repurchased including vested restricted stock in exchange for withholding taxes (in shares) | (87,825) | |||
Net income for the year | 2,574 | $ 0 | 0 | 2,574 |
Balances at Dec. 31, 2015 | 100,083 | $ 18 | 93,999 | 6,066 |
Balance (in shares) at Dec. 31, 2015 | 18,434,634 | |||
Adoption of Accounting Standards Update No. 2016-09 as of January 1 (see Note 2) | 35 | $ 0 | 37 | (2) |
Shares issued to employees in connection with restricted stock grants, net of forfeitures | 1 | $ 1 | 0 | 0 |
Shares issued to employees in connection with restricted stock grants, net of forfeitures (in shares) | 260,968 | |||
Compensation expense in connection with stock options and restricted stock | 4,727 | $ 0 | 4,727 | 0 |
Shares issued on exercise of stock options, net | 20 | $ 0 | 20 | 0 |
Shares issued on exercise of stock options, net (in Shares) | 8,084 | |||
Shares issued on exercise of warrants | 0 | $ 0 | 0 | 0 |
Shares issued on exercise of warrants (in shares) | 218,974 | |||
Shares repurchased including vested restricted stock in exchange for withholding taxes | (1,429) | $ 0 | (1,429) | 0 |
Shares repurchased including vested restricted stock in exchange for withholding taxes (in shares) | (277,678) | |||
Net income for the year | 2,737 | $ 0 | 0 | 2,737 |
Balances at Dec. 31, 2016 | $ 106,174 | $ 19 | $ 97,354 | $ 8,801 |
Balance (in shares) at Dec. 31, 2016 | 18,644,982 |
Consolidated Statement of Stoc6
Consolidated Statement of Stockholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2015USD ($) | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 2,011,000 |
Consolidated Statements of Cash
Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Cash flows from operating activities | ||
Net income | $ 2,737 | $ 2,574 |
Adjustments to reconcile net income to net cash provided by operating activities: | ||
(Income) loss from discontinued operations, net | (34) | 272 |
Depreciation and amortization expense | 1,560 | 1,379 |
Amortization of deferred finance costs | 205 | 141 |
Stock-based compensation | 4,727 | 4,640 |
Recovery of allowance for doubtful accounts | 0 | (21) |
Amortization of note discount | 245 | 406 |
Deferred income tax provision (benefit) | 168 | (394) |
Tax benefit from vested stock grants and exercised options | 0 | (306) |
Non-cash property exit charge | 648 | 0 |
Gain on reduction of contingent obligation | (3,409) | (3,000) |
Loss on extinguishment of debt | 0 | 1,371 |
Changes in operating assets and liabilities: | ||
Accounts receivable | 625 | (3,931) |
Prepaid expenses and other assets | (131) | (187) |
Accounts payable, accrued expenses and other current liabilities | 258 | (217) |
Deferred revenue | (363) | 341 |
Other liabilities | 680 | 119 |
Net cash provided by operating activities from continuing operations | 7,916 | 3,187 |
Net cash provided by operating activities from discontinued operations, net | 0 | 108 |
Net cash provided by operating activities | 7,916 | 3,295 |
Cash flows from investing activities | ||
Cash consideration for asset acquisition of the H Halston Brand | 0 | (14) |
Cash consideration for asset acquisition of the C Wonder Brand | 0 | (3,587) |
Cost to acquire additional intangible assets | (26) | 0 |
Security deposit received related to sublease of former office | 400 | 0 |
Investment in unconsolidated affiliate | (100) | 0 |
Disbursement for loan made in exchange for promissory note receivable | (877) | 0 |
Purchase of property and equipment | (2,160) | (530) |
Net cash used in investing activities | (2,763) | (4,131) |
Cash flows from financing activities | ||
Proceeds from issuance of common stock, net of direct costs | 0 | 16,107 |
Proceeds from exercise of stock options and warrants | 20 | 65 |
Tax benefit from vested stock grants and exercised options | 0 | 306 |
Shares repurchased including vested restricted stock in exchange for withholding taxes | (1,429) | (748) |
Payment of deferred finance costs | (152) | (10) |
Payment of long-term debt | (5,500) | (3,256) |
Payment of earn-out obligations | (425) | 0 |
Payment of installment obligations related to the acquisition of the Ripka Brand | 0 | (2,190) |
Net cash (used in) provided by financing activities | (7,486) | 10,274 |
Net (decrease) increase in cash, cash equivalents, and restricted cash | (2,333) | 9,438 |
Cash, cash equivalents, and restricted cash at beginning of year | 17,969 | 8,531 |
Cash, cash equivalents, and restricted cash at end of year | 15,636 | 17,969 |
Reconciliation to amounts on consolidated balance sheets: | ||
Cash and cash equivalents | 14,127 | 16,860 |
Restricted cash | 1,509 | 1,109 |
Total cash, cash equivalents, and restricted cash | 15,636 | 17,969 |
Supplemental disclosure of non-cash activities: | ||
Issuance of common stock in connection with acquisition of the C Wonder Brand | 0 | 9,000 |
Contingent obligation related to acquisition of the C Wonder Brand | 0 | 2,850 |
Financing of certain insurance obligations | 294 | 0 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for income taxes | 230 | 453 |
Cash paid during the period for interest | 1,256 | 1,157 |
Ripka Seller Notes [Member] | ||
Supplemental disclosure of non-cash activities: | ||
Issuance of common stock as payment | 0 | 5,400 |
QVC Earn-Out [Member] | ||
Supplemental disclosure of non-cash activities: | ||
Issuance of common stock as payment | $ 0 | $ 2,515 |
Nature of Operations, Backgroun
Nature of Operations, Background, and Basis of Presentation | 12 Months Ended |
Dec. 31, 2016 | |
Organization, Consolidation and Presentation of Financial Statements [Abstract] | |
Organization, Consolidation and Presentation of Financial Statements Disclosure [Text Block] | 1. Nature of Operations, Background, and Basis of Presentation Xcel Brands, Inc. (“Xcel” and, together with its subsidiaries, the “Company”) is a brand management and media company engaged in the design, production, licensing, marketing, and direct to consumer sales of branded apparel, footwear, accessories, jewelry, home goods, and other consumer products, and the acquisition of dynamic consumer lifestyle brands. Currently, the Company’s brand portfolio consists of the Isaac Mizrahi brand (the "Isaac Mizrahi Brand"), the Judith Ripka brand (the “Ripka Brand”), the H by Halston and H Halston brands (collectively, the “H Halston Brands”), the C Wonder brand (the “C Wonder Brand”), and the Highline Collective brand. The Company also managed and designed the Liz Claiborne New York brand (“LCNY Brand”) through July 31, 2016. The Company licenses its brands to third parties, provides certain design, production, and marketing services, and generates licensing, design, and service fee revenues through contractual arrangements and other agreements with manufacturers and retailers. These activities include licensing its own brands for promotion and distribution through a ubiquitous-channel retail sales strategy, which encompasses distribution through interactive television, the internet, and traditional brick-and-mortar retail channels. From June 2013 through December 2014, the Company operated its retail business through its wholly owned subsidiary, IMNY Retail Management, LLC (“Retail Management”). Retail Management included two retail stores for the Isaac Mizrahi Brand, as well as e-commerce platforms for the Isaac Mizrahi Brand and the Ripka Brand. In December 2014, the Company decided to discontinue its retail stores, while continuing to operate e-commerce as a component of the Company’s licensing business. Accordingly, the Company’s retail operations are treated as discontinued operations and presented as such in the consolidated financial statements (see Note 12). Certain prior period amounts have been reclassified to conform to current period presentation, including the presentation of restricted cash on the consolidated statements of cash flows (see Recently Adopted Accounting Pronouncements in Note 2 below), the presentation of immaterial asset and liability balances related to discontinued retail operations on the consolidated balance sheets, and the disaggregation of accrued payroll from accounts payable, accrued expenses and other current liabilities on the consolidated balance sheets. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies The consolidated financial statements include the accounts of Xcel and its wholly owned subsidiaries as of and for the years ended December 31, 2016 (the “Current Year”) and December 31, 2015 (the “Prior Year”). The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the accounting rules under Regulation S-X, as promulgated by the Securities and Exchange Commission (“SEC”). All significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. The Company accounted for its decision to close down its retail store operations as discontinued operations in accordance with the guidance provided in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, “Accounting for Impairment or Disposal of Long-Lived Assets,” and ASC Topic 205, “Presentation of Financial Statements,” which require that only a disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity’s operations and financial results shall be reported in the financial statements as discontinued operations. In the period a discontinued operation is classified as held for sale, the results of operations for the periods presented are reclassified into separate line items in the statements of operations. Assets and liabilities are also reclassified into separate line items on the related balance sheets for the periods presented. The statements of cash flows for the periods presented are also reclassified to reflect the results of discontinued operations as separate line items. The Company considers all highly-liquid investments with original maturities of three months or less to be cash equivalents. Accounts receivable are reported net of the allowance for doubtful accounts. Allowance for doubtful accounts is based on the Company’s ongoing discussions with its licensees and its evaluation of each licensee’s payment history, account aging, and financial position. As of December 31, 2016 and 2015, the Company had $ 6,969,000 7,594,000 20,000 112,000 1,531,000 Furniture, equipment, and software are stated at cost less accumulated depreciation and amortization, and are depreciated using the straight-line method over their estimated useful lives, generally three (3) to seven (7) years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases. Betterments and improvements are capitalized, while repairs and maintenance are expensed as incurred. The Company follows FASB ASC Topic 350, “Intangibles - Goodwill and Other.” Under this standard, goodwill and indefinite lived intangible assets are not amortized, but are required to be assessed for impairment at least annually and when events occur or circumstances change that would more likely than not reduce the fair value of the Company below its carrying amount. The Company annually has the option to first assess qualitatively whether it is more likely than not that there is an impairment. Should the results of this assessment result in either an ambiguous or unfavorable conclusion, the Company will perform additional quantitative testing. Quantitative testing is performed using a two-step approach. The first step compares estimated fair value with carrying value. If the estimated fair value exceeds the carrying value, then goodwill is considered not impaired. If the carrying value exceeds the estimated fair value, then a second step is performed to determine the implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, then an impairment charge equal to the difference is recorded. This requires the Company’s management to make certain assumptions and estimates regarding certain industry trends and future revenues of the Company. The Company performed its annual quantitative analysis of goodwill and intangible assets at December 31, 2016 and 2015, and determined that these assets were not impaired. The Company’s definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. An impairment loss is recognized if the carrying amount of a definite lived intangible asset is not recoverable and its carrying amount exceeds its fair value. No such impairments were indicated or recorded for the years ended December 31, 2016 and 2015. The Company’s definite lived intangible assets are amortized over their estimated useful lives of four (4) to fifteen (15) years. Restricted cash at December 31, 2016 and December 31, 2015 includes $ 1,109,000 400,000 The Company holds a limited partner ownership interest in an unconsolidated affiliate. This investment is accounted for using the cost method, and is included within other assets on the Company’s consolidated balance sheet at December 31, 2016. This investment was entered into during the Current Year, and as of December 31, 2016, the carrying value of this investment was $ 100,000 The Company holds a promissory note receivable from a certain key employee in the principal amount of $ 1,000,000 April 1, 2019 5.1 879,000 The Company incurred costs (primarily professional fees and lender underwriting fees) in connection with borrowings under the senior secured term loans. These costs have been deferred on the consolidated balance sheet as a reduction to the carrying value of the associated borrowings. In the Prior Year, such costs were amortized as interest expense using the straight-line method over the term of the related debt, which did not differ materially from the effective interest method. In the Current Year, such costs are amortized as interest expense using the effective interest method. Management analyzes and quantifies the expected contingent obligations (expected earn-out payments) over the applicable pay-out period. Management assesses no less frequently than each reporting period the status of contingent obligations and any expected changes in the fair value of such contingent obligations. Any change in the expected obligation will result in expense or income recognized in the period in which it is determined that the fair value has changed. Contingent obligations have been reduced by $ 3.4 3.0 Licensing revenue is generated from licenses and is based on reported sales of licensed products bearing the Company’s trademarks, at royalty rates specified in the license agreements. These agreements are also subject to contractual minimum levels. Design and service fees are recorded and recognized in accordance with the terms and conditions of each service contract, which require the Company to meet its obligations and provide the relevant services under each contract. Guaranteed minimum royalty payments are recognized on a straight-line basis over the term of each contract year as defined in each license agreement. Royalties exceeding the guaranteed minimum royalty payments are recognized as income during the period corresponding with the licensee’s sales. Advance royalty payments are recorded as deferred revenue at the time payment is received and recognized as revenue as earned. Revenue is not recognized unless collectability is reasonably assured. All costs associated with production for the Company’s advertising campaigns are expensed during the periods when the activities take place. All other advertising costs, such as print and online media, are expensed when the advertisement occurs. The Company incurred no advertising costs for the Current Year and Prior Year. Total rental payments under operating leases that include scheduled payment increases and rent holidays are amortized on a straight-line basis over the term of the lease. Landlord allowances are amortized by the straight-line method from the possession date through the end of the term of the lease as a reduction of rent expense. The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation - Stock Compensation,” by recognizing the fair value of stock-based compensation as an operating expense over the service period of the award or term of the corresponding contract, as applicable. The fair value of stock options and warrants is estimated on the date of grant using the Black-Scholes option pricing model. The valuation determined by the Black-Scholes option pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected term of the award, expected stock price volatility, and actual and projected employee stock option exercise behaviors. The risk-free rate is based on the U.S. Treasury rate for the expected life at the time of grant, volatility is based on the average long-term implied volatilities of peer companies, and expected life is based on the estimated average of the life of options and warrants using the simplified method. The Company utilizes the simplified method to determine the expected life of the options and warrants due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. Restricted stock awards are valued using the fair value of the Company’s stock at the date of grant. In the Prior Year, the calculation of periodic compensation cost also required that the Company estimate the number of awards that will be forfeited during the vesting period. Forfeitures were estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differed significantly from those estimates. In the Current Year, the Company changed its accounting policy to account for forfeitures as a reduction of compensation cost in the period when such forfeitures occur; see Recently Adopted Accounting Pronouncements below. For stock option awards for which vesting is contingent upon the achievement of certain performance targets, the timing and amount of compensation expense recognized is based upon the Company’s projections and estimates of the relevant performance metric(s). Current income taxes are based on the respective period’s taxable income for federal and state income tax reporting purposes. Deferred tax liabilities and assets are determined based on the difference between the financial statement and income tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company applies the FASB guidance on accounting for uncertainty in income taxes, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also addresses derecognition, classification, interest, and penalties related to uncertain tax positions. The Company has no unrecognized tax benefits as of December 31, 2016 and 2015. Interest and penalties related to uncertain tax positions, if any, are recorded in income tax expense. ASC 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), defines fair value and establishes a framework for measuring fair value under U.S. GAAP. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of the Company’s assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). For certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and other current liabilities, the carrying amounts approximate fair value due to the short-term maturities of these instruments. The carrying value of the promissory note receivable approximates fair value because the fixed interest rate approximates current market rates and in the instances it does not, the impact is not material. The carrying value of the Xcel Term Loan (as defined in Note 6) approximates fair value because the fixed interest rate approximates current market rates and in the instances it does not, the impact is not material. When debt interest rates are below market rates, the Company considers the discounted value of the difference of actual interest rates and its internal borrowing against the scheduled debt payments. The fair value of the Company’s cost method investment is not estimated as there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment, and the investee does not meet the definition of a publicly traded company. The Company had contingent obligations that were required to be measured at fair value on a recurring basis. The Company’s contingent obligations were measured using inputs from Level 3 of the fair value hierarchy, which is defined as unobservable inputs that reflect management’s assumptions that market participants would use in pricing assets or liabilities based on the best information available. Certain of the Company’s earn-out obligations (see Note 6) were based upon certain projected net royalty revenues as defined in the terms and conditions of the acquisition of the Isaac Mizrahi Brand. As of September 30, 2015 net royalty revenue associated with Isaac Mizrahi Brand earn-out obligations were determinable, and adjusted accordingly. ($ in thousands) December 31, 2016 2015 Balance at beginning of year $ 250 $ 5,766 Gain on reduction of contingent obligation - (3,000) Payment of contingent obligation (250) (2,516) Balance at end of year $ - $ 250 In addition to the Company’s contingent obligations measured at fair value on a recurring basis under ASC 820-10, the Company also recognized a contingent obligation of $ 3.78 2.85 Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, accounts receivable, and notes receivable. The Company limits its credit risk with respect to cash, cash equivalents, and restricted cash by maintaining cash balances with high quality financial institutions. At times, the Company’s cash, cash equivalents, and restricted cash may exceed federally insured limits. Concentrations of credit risk with respect to accounts receivable are minimal due to the collection history and due to the nature of the Company’s royalty revenues. Generally, the Company does not require collateral or other security to support accounts receivable. Concentration of credit risk with respect to the promissory note receivable held by the Company is mitigated as it is fully collateralized by various assets in which the Company has been granted a security interest. Basic earnings per share is computed by dividing net income from continuing operations, net income (loss) from discontinued operations, and net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the effect of common shares issuable upon the exercise of stock options and warrants using the treasury stock method. The difference between basic and diluted weighted-average common shares results from the assumption that all dilutive stock options and warrants outstanding were exercised into common stock if the effect is not anti-dilutive. In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09). ASU 2014-09 provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, and supersedes the current revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The core principle of ASU 2014-09 is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, will require greater use of judgment and estimates than under the current guidance. The FASB subsequently issued amendments providing additional guidance, clarification, and practical expedients as follows: ⋅ In August 2015, the FASB delayed the effective date of this standard by one year, such that the new revenue guidance is now effective for fiscal years beginning after December 15, 2017 (i.e., calendar years beginning on January 1, 2018), and interim periods therein. ⋅ In April 2016, the FASB issued Accounting Standards Update No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which amends certain aspects of the guidance in ASU 2014-09 related to identifying performance obligations and applying the new revenue guidance to licensing transactions. ⋅ In May 2016, the FASB issued Accounting Standards Update No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,” which addresses topics of collectability, presentation of sales tax collected from customers, non-cash consideration, contract modifications and completed contracts at transition, and transition disclosures. ⋅ In December 2016, the FASB issued Accounting Standards Update No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” to provide further clarification on various elements of the new revenue guidance. The Company is currently evaluating the method and the impact that the adoption of these ASUs will have on the Company’s consolidated financial statements and disclosures. Based upon the Company’s preliminary assessment and initial evaluation, management does not currently expect that the adoption of these ASUs will have a material impact on the measurement or timing of the Company’s revenue recognition. In February 2016, the FASB issued ASU No. 2016-02, “Leases” (ASU 2016-02). The core principle of ASU 2016-02 is that an entity should recognize on its balance sheet assets and liabilities arising from a lease. In accordance with that principle, ASU 2016-02 requires that a lessee recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying leased asset for the lease term. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on the lease classification as a finance or operating lease. This new accounting guidance is effective for public companies for fiscal years beginning after December 15, 2018 (i.e., calendar years beginning on January 1, 2019), including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on the Company’s consolidated financial statements and disclosures. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 provides guidance and clarification regarding the presentation and classification on the statement of cash flows for eight specific cash flow issues, including: ⋅ debt prepayment and extinguishment costs, ⋅ settlement of zero-coupon (or insignificant coupon interest rate) debt instruments, ⋅ contingent consideration payments made after a business combination, ⋅ proceeds from settlement of insurance claims, ⋅ proceeds from settlement of corporate-owned life insurance policies, ⋅ distributions received from equity method investees, ⋅ beneficial interests in securitization transactions, and ⋅ separately identifiable cash flows / application of predominance principle. This new accounting guidance is effective for public companies for fiscal years beginning after December 15, 2017 (i.e., calendar years beginning on January 1, 2018), including interim periods within those fiscal years. Entities must apply the guidance retrospectively to all periods presented but may apply it prospectively from the earliest date practicable if retrospective application would be impracticable. Early adoption is permitted, provided all amendments are adopted in the same period. The Company does not anticipate that the adoption of ASU 2016-15 will have a material impact on its consolidated financial statements when it is adopted in 2018. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 of the goodwill impairment test, which currently requires a hypothetical purchase price allocation based on the fair value of individual assets and liabilities of a reporting unit in order to measure the amount of a goodwill impairment. Instead, after the adoption of ASU 2017-04, goodwill impairment will be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This new accounting guidance shall be applied prospectively, and is effective for public companies for fiscal years beginning after December 15, 2019 (i.e. calendar years beginning on January 1, 2020). Early adoption is permitted for any goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate that the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements. Recently Adopted Accounting Pronouncements In March 2016, the FASB issued Accounting Standards Update No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 requires that all excess tax benefits and tax deficiencies be recognized in the income statement as discrete tax items in the interim period in which they occur, clarifies that employee taxes paid when an employer withholds shares for tax purposes should be presented on the statement of cash flows as a financing activity, and changes the presentation of excess tax benefits on the statement of cash flows from a financing activity to an operating activity. ASU 2016-09 also provides for a policy election to either estimate the number of awards expected to vest (as per current GAAP) or account for forfeitures when they occur. This new accounting guidance is effective for public companies for fiscal years beginning after December 15, 2016 (i.e., calendar years beginning on January 1, 2017), including interim periods within those fiscal years. The Company early adopted the applicable provisions of ASU 2016-09 during the fourth quarter of 2016 as follows: · The guidance requiring excess tax benefits to be recorded in the income statement has been applied prospectively effective January 1, 2016. Amounts previously recorded to additional paid in capital related to windfall tax benefits prior to January 1, 2016 remain in equity, and the December 31, 2015 balance sheet has not been adjusted. · The guidance eliminating the requirement that excess tax benefits must be realized (through a reduction in income taxes payable) prior to recognition has been applied using a modified retrospective transition method, and the Company has recorded a cumulative-effect adjustment to retained earnings for previously unrecognized excess tax benefits of $35,000 as of January 1, 2016. · The guidance requiring exclusion of excess tax benefits from the computation of assumed proceeds under the treasury stock method when calculating earnings per share has been applied prospectively effective January 1, 2016. Earnings per share for the year ended December 31, 2015 have not been adjusted. · The guidance requiring presentation of excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity has been applied prospectively effective January 1, 2016. The statement of cash flows for the year ended December 31, 2015 has not been adjusted. · The Company has elected to account for forfeitures of share-based payments in the period in which such forfeitures occur. This change has been applied using a modified retrospective transition method, and the Company has recorded a cumulative-effect adjustment to retained earnings of $ 37,000 In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows Restricted Cash” (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period for the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 does not provide a definition of restricted cash or restricted cash equivalents, and does not change the balance sheet presentation for such items. The Company early adopted the provisions of ASU 2016-18 during the fourth quarter of 2016, and has applied this guidance retrospectively to all periods presented. As a result of including restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the statement of cash flows, net cash flows for the year ended December 31, 2015 increased by $ 1,109,000 |
Acquisition of C Wonder Tradema
Acquisition of C Wonder Trademarks | 12 Months Ended |
Dec. 31, 2016 | |
Assets Acquisition [Line Items] | |
Asset Acquisition [Text Block] | 3. Acquisition of C Wonder Trademarks On July 31, 2015, the Company and its wholly owned subsidiary, C Wonder Licensing, completed the acquisition of certain assets of Burch Acquisition, LLC (the “CW Seller”), including the “C Wonder” trademark and other intellectual property relating thereto, pursuant to an asset purchase agreement (the “CW Purchase Agreement”) dated as of July 16, 2015 with the CW Seller and, solely with respect to certain non-compete and confidentiality provisions of the CW Purchase Agreement, J. Christopher Burch. In accordance with the CW Purchase Agreement, the Company delivered (i) $ 2,500,000 500,000 500,000 500,000 On July 15, 2015, the Company and C Wonder Licensing entered into a license agreement with QVC, Inc. dated July 31, 2015, which became effective upon the closing of the C Wonder acquisition (the “QVC License Agreement”). Pursuant to the QVC License Agreement, C Wonder designs and QVC markets, promotes, distributes and sells various products under the C Wonder Brand name in exchange for a royalty based on net retail sales of the products. The initial license period expires on December 31, 2020. After the initial term, the QVC License Agreement automatically renews for additional three-year terms in perpetuity unless either party notifies the other of its intention not to renew at least sixty (60) days prior to the end of the then-current term. 0.59 ($ in thousands) Cash paid $ 3,000 Fair value of common stock issued (1,000,000 shares) 9,000 C Wonder Earn-Out obligation (at fair value, see Note 6) 2,850 Direct transaction expenses (legal and other fees) 587 Total consideration $ 15,437 The C Wonder Brand acquisition was accounted for as an asset purchase. The aggregate purchase price of $ 15,437,000 15 1,030,000 429,000 |
Trademarks, Goodwill and Other
Trademarks, Goodwill and Other Intangibles | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 4. Trademarks, Goodwill and Other Intangibles December 31, 2016 Weighted- Average Amortization Gross Carrying Accumulated Net Carrying ($ in thousands) Period Amount Amortization Amount Trademarks (indefinite-lived) n/a $ 96,676 $ - $ 96,676 Trademarks (definite-lived) 15 years 15,463 1,459 14,004 Licensing agreements 4 years 2,000 2,000 - Non-compete agreement 7 years 562 160 402 Copyrights and other intellectual property 10 years 190 52 138 Total $ 114,891 $ 3,671 $ 111,220 December 31, 2015 Weighted- Average Amortization Gross Carrying Accumulated Net Carrying ($ in thousands) Period Amount Amortization Amount Trademarks (indefinite-lived) n/a $ 96,676 $ - $ 96,676 Trademarks (definite-lived) 15 years 15,437 429 15,008 Licensing agreements 4 years 2,000 2,000 - Non-compete agreement 7 years 562 80 482 Copyrights and other intellectual property 10 years 190 33 157 Total $ 114,865 $ 2,542 $ 112,323 The trademarks of the Isaac Mizrahi Brand, the Ripka Brand, and the H Halston Brands have been determined to have indefinite useful lives and accordingly, no amortization has been recorded in the Company’s consolidated statements of operations related to those intangible assets. Amortization expense for definite lived intangible assets for the years ended December 31, 2016 and 2015 was $ 1,129,000 807,000 ($ in thousands) Amortization Year Ending December 31, Expense 2017 $ 1,130 2018 1,130 2019 1,130 2020 1,130 2021 1,132 Thereafter 8,892 Total $ 14,544 At December 31, 2016 and 2015, the Company had $ 12,371,000 |
Significant Contracts
Significant Contracts | 12 Months Ended |
Dec. 31, 2016 | |
Significant Contracts [Abstract] | |
Significant Contracts [Text Block] | 5. Significant Contracts QVC Agreements Through its wholly owned subsidiaries, the Company has entered into direct-to-retail license agreements with QVC, pursuant to which the Company designs, and QVC sources and sells, various products under the IsaacMizrahiLIVE brand, the Judith Ripka brand, the H by Halston brand, and the C Wonder brand. These agreements include, respectively, the IM QVC Agreement, the Ripka QVC Agreement, the H QVC Agreement, and the C Wonder QVC Agreement (collectively, the “QVC Agreements”). QVC owns the rights to all designs produced under the QVC Agreements, and the QVC Agreements include the sale of products across various categories through QVC’s television media and related internet sites. Pursuant to the agreements, the Company has granted to QVC and its affiliates the exclusive, worldwide right to promote the Company’s branded products, and the right to use and publish the related trademarks, service marks, copyrights, designs, logos, and other intellectual property rights owned, used, licensed and/or developed by the Company, for varying terms as set forth below. Current Term Expiry Automatic Renewal Xcel Commenced Brand with QVC IM QVC Agreement September 30, 2020 one year period September 2011 2010 Ripka QVC Agreement March 31, 2019 one year period April 2014 1999 H QVC Agreement December 31, 2019 three year period January 2015 September 2015 C Wonder QVC Agreement January 1, 2021 three year period August 2015 March 2016 In connection with the forgoing and during the same periods, QVC and its subsidiaries have the exclusive, worldwide right to use the names, likenesses, images, voices, and performances of the Company’s spokespersons to promote the respective products. Under the IM QVC Agreement, IM Brands has also granted to QVC and its affiliates, during the same period, exclusive, worldwide rights to promote third party vendor co-branded products that, in addition to bearing and being marketed in connection with the trademarks and logos of such third party vendors, also bear or are marketed in connection with the IsaacMizrahiLIVE trademark and related logo. Under the QVC Agreements, QVC is obligated to make payments to the Company on a quarterly basis, based primarily upon a percentage of the net retail sales of the specified branded products. Net retail sales are defined as the aggregate amount of all revenue generated through the sale of the specified branded products by QVC and its subsidiaries under the QVC Agreements, excluding freight, shipping and handling charges, customer returns, and sales, use, or other taxes. Also under the QVC Agreements, the Company will pay a royalty participation fee to QVC on revenue earned from the sale, license, consignment, or any other form of distribution of any products, bearing, marketed in connection with, or otherwise associated with the specified trademarks and brands. QVC royalty revenue represents a significant portion of the Company’s total revenues. In addition, the Company also received fees from QVC related to the management and design of the LCNY brand pursuant to an agreement with Kate Spade Company (“KSC”), formerly Fifth & Pacific Companies, Inc. and formerly Liz Claiborne, Inc. (the “LCNY Agreement”). The LCNY Agreement expired on July 31, 2016. Revenues from QVC, including fees related to LCNY brand, totaled $ 27.91 23.31 85 84 5.89 6.40 85 84 1.18 |
Debt
Debt | 12 Months Ended |
Dec. 31, 2016 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 6. Debt ($ in thousands) December 31, 2016 2015 Xcel Term Loan $ 25,250 $ - IM Term Loan - 11,375 JR Term Loan - 7,875 H Term Loan - 10,000 Unamortized deferred finance costs related to term loans (509) (493) IM Seller Note 3,627 4,918 Ripka Seller Notes 504 469 Contingent obligation IM Seller - 250 Contingent obligation JR Seller 200 3,784 Contingent obligation CW Seller 2,850 2,850 Total 31,922 41,028 Current portion (i), (ii) 6,427 9,168 Long-term debt $ 25,495 $ 31,860 (i) The current portion of long-term debt presented on the consolidated balance sheet at December 31, 2016 includes $ 5.000 1.427 (ii) The current portion of long-term debt presented on the consolidated balance sheet at December 31, 2015 included $ 4.000 4.918 0.250 Term Loans On August 1, 2013, IM Brands, LLC (“IM Brands”) entered into a $ 13 4.44 On April 3, 2014, JR Licensing, LLC (“JR Licensing”) entered into a $ 9 On December 22, 2014, H Licensing, LLC (“H Licensing”) entered into a $ 10 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 BHI as agent, and the financial institutions party thereto as 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 respective term loans with BHI 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. On February 24, 2017, Xcel and BHI amended the terms of the Loan Agreement (the “Amended Loan Agreement”). Under this amendment, principal payments for the year ending December 31, 2017 were increased by a total of $ 1,000,000 ($ in thousands) Amount of Principal Year Ending December 31, Payment 2017 $ 5,000 2018 4,000 2019 4,000 2020 4,000 2021 8,250 Total $ 25,250 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; and (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. 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). The Amended 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 $ 9,000,000 The Company was in full compliance with all covenants under the Loan Agreement, as amended, as of and for the fiscal year ended December 31, 2016. In connection with the refinancing of its term loan debt in February 2016, the Company paid $ 199,000 47,000 Interest on the Xcel Term Loan accrues at a fixed rate of 5.1 1,333,000 1,220,000 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, (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 certain required cash payments and a minimum common stock price of $ 4.50 On September 19, 2016, the IM Seller Note was further amended and restated to (1) revise the maturity date to March 31, 2019, (2) require six semi-annual principal and interest installment payments of $750,000, commencing on September 30, 2016 and ending on March 31, 2019, (3) revise the stated interest rate to 2.236% per annum, (4) allow for optional prepayments at any time at the Company’s discretion without premium or penalty, and (5) require that all payments of principal and interest be made in cash. Management assessed and determined that this amendment represented a debt modification and, accordingly, no gain or loss was recorded. ($ in thousands) Amount of Principal Year Ending December 31, Payment 2017 $ 1,427 2018 1,459 2019 741 Total $ 3,627 For the Current Year and Prior Year, the Company incurred interest expense of $ 230,000 315,000 210,000 301,000 3,627,000 4,918,000 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 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 $ 3.0 333,334 3.0 2.24 0.76 For the Current Year and Prior Year, the Company incurred interest expense of $ 36,000 105,000 504,000 469,000 Contingent Obligation IM Seller (IM Earn-Out) IM Ready was eligible to earn additional shares of common stock with a value of up to $ 7.5 During the Prior Year, the Company recorded a $ 3.0 7.5 Contingent Obligation IM Seller (QVC Earn-Out) The Company was obligated to pay IM Ready $ 2.76 2.5 2.5 290,473 0.25 The QVC Earn-Out of $ 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 On December 21, 2016, the Company entered into an agreement with the sellers of the Ripka Brand which amended the terms of the Ripka Earn-Out, such that the maximum amount of earn-out consideration was reduced to $ 0.38 0.18 0.10 0.20 6 3.78 0.38 3.41 0.20 Contingent Obligation 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, 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, 2016 and 2015, total contingent obligations were $ 3.05 6.88 |
Stockholders' Equity
Stockholders' Equity | 12 Months Ended |
Dec. 31, 2016 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 7. Stockholders’ Equity The Company has authority to issue up to 36,000,000 35,000,000 1,000,000 Public Equity Offering On August 5, 2015, the Company consummated an underwritten public offering of 1,800,000 9.00 16,200,000 2,011,000 270,000 213,128 1,918,000 2011 Equity Incentive Plan The Company’s 2011 Equity Incentive Plan, as amended and restated (the “Plan”), is designed and utilized to enable the Company to provide its employees, officers, directors, consultants and others whose past, present and/or potential contributions to the Company have been, are or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. A total of 13,000,000 shares of common stock are eligible for issuance under the Plan. The Plan provides for the grant of any or all of the following types of awards: stock options, restricted stock, deferred stock, stock appreciation rights and other stock-based awards. The Plan is administered by the Company’s Board of Directors, or, at the Board’s discretion, a committee of the Board. Effective September 13, 2016, the Plan was amended to (a) increase the number of shares of common stock reserved and available for distribution under the Plan from 8,000,000 13,000,000 5,000,000 10,000,000 Stock Options Options granted under the Plan expire at various times either five, seven, or ten years from the date of grant, depending on the particular grant. Number of Weighted Weighted Aggregate Outstanding at January 1, 2016 379,500 $ 5.50 1.71 $ 1,174,000 Granted 2,606,500 6.05 Canceled - - Exercised (13,000) 3.08 Expired/Forfeited (537,000) 6.02 Outstanding at December 31, 2016, and expected to vest 2,436,000 $ 5.98 4.38 $ - Exercisable at December 31, 2016 141,333 $ 7.03 2.84 $ - On March 1, 2016, the Company granted options to purchase an aggregate of 100,000 7.00 On March 31, 2016, the Company granted options to purchase an aggregate of 1,671,500 5.80 On March 31, 2016, the Company granted options to purchase an aggregate of 500,000 100,000 5.80 400,000 7.50 On March 31, 2016, the Company granted options to purchase an aggregate of 150,000 5.80 50 On August 11, 2016, the Company granted options to purchase an aggregate of 25,000 5.15 50 On October 1, 2016, the Company granted options to purchase an aggregate of 10,000 4.99 On October 31, 2016, the Company granted options to purchase an aggregate of 150,000 5.00 50 There were no stock options granted during 2015. Year Ended December 31, 2016 2015 Expected Volatility 33.25 34.85 % N/A Expected Dividend Yield 0 % N/A Expected Life (Term, in years) 3.25 5.32 N/A Risk-Free Interest Rate 0.91 1.21 % N/A Compensation expense related to stock options for the Current Year and Prior Year was $ 863,000 66,000 2,490,000 2.48 Weighted Average Number of Grant Date Options Fair Value Balance at January 1, 2016 47,500 $ 1.43 Granted 2,606,500 1.43 Vested (80,833) 1.19 Forfeited or Canceled (278,500) 1.43 Balance at December 31, 2016 2,294,667 $ 1.39 Warrants Warrants granted by the Company expire at various times either five, seven, or ten years from the date of grant, depending on the particular grant. Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Warrants Price (in Years) Value Outstanding and exercisable at January 1, 2016 2,219,543 $ 6.07 3.23 $ 3,168,000 Granted - - Canceled - - Exercised (218,000) 0.01 Expired/Forfeited (34,800) 5.14 Outstanding and exercisable at December 31, 2016 1,966,743 $ 6.76 2.81 $ - The Company did not grant any warrants to purchase shares of common stock during the Current Year or Prior Year. No compensation expense was recorded in the Current Year or Prior Year related to warrants. Restricted Stock Number of Weighted Outstanding at January 1, 2016 3,530,485 $ 4.95 Granted 273,243 5.78 Canceled - - Vested (619,768) 4.40 Expired/Forfeited (12,275) 8.66 Outstanding at December 31, 2016 3,171,685 $ 5.12 On January 1, 2015, the Company issued to a non-executive employee 25,000 50 50 On January 6, 2015, the Company issued non-executive employees 18,167 On April 1, 2015, the Company issued to non-management directors 50,000 50 50 On May 19 , 417,500 50 On June 3, 2015, the Company issued a non-management director 75,000 33.33 On July 1, 2015, the Company issued employees 8,000 50 50 On November 30, 2015, the Company issued an employee 2,025 On March 31, 2016, the Company issued to a key employee 17,242 On March 31, 2016, the Company issued to a member of management 50,000 4 25 On March 31, 2016, the Company issued to certain executives an aggregate of 150,001 On March 31, 2016, the Company issued to non-management directors an aggregate of 48,000 50 50 On August 11, 2016, the Company issued to a newly appointed non-management director an aggregate of 8,000 50 50 Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following date exactly six months thereafter, by providing written notice of such election to extend such date with respect to all or a portion of the restricted stock prior to such date. Compensation expense related to restricted stock grants for the Current Year and Prior Year was $ 3,864,000 4,574,000 2,046,000 1.53 Date Total Actual Number of Fair value of March 31, 2016 (i) 52,000 $ 5.80 - $ 301,000 September 30, 2016 (i) 182,100 4.99 - 909,000 November 30, 2016 (i) 10,650 4.95 - 53,000 December 1, 2016 (i) 32,928 5.05 - 166,000 Total 2016 277,678 $ 5.15 - $ 1,429,000 September 30, 2015 (i) 82,825 $ 8.59 - $ 711,000 December 17, 2015 (ii) 5,000 7.25 - 36,000 Total 2015 87,825 $ 8.51 - $ 747,000 All of the shares of restricted stock in the preceding table were originally granted to employees and directors as restricted stock pursuant to the Plan. (i) The shares repurchased were acquired from employees and directors in connection with the settlement of income tax withholding obligations on behalf of such employees and directors from the vesting of restricted stock. (ii) See Note 13, Related Party Transactions. Shares Available Under the Company’s 2011 Equity Incentive Plan At December 31, 2016, there were 6,127,841 Shares Reserved for Issuance At December 31, 2016, there were 10,530,584 Dividends The Company has not paid any dividends to date. |
Earnings Per Share
Earnings Per Share | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 8. Earnings Per Share Year Ended December 31, 2016 2015 Basic 18,625,670 16,151,163 Effect of exercise of warrants 414,131 946,902 Effect of exercise of stock options 4,948 125,175 Diluted 19,044,749 17,223,240 Year Ended December 31, 2016 2015 Stock options and warrants 3,063,000 750,000 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 9. Commitments and Contingencies Leases The Company leases office space under an operating lease agreement related to the Company’s main headquarters located in New York City. This lease commenced on March 1, 2016 and expires on October 30, 2027 1,109,000 The Company also leases office space under an operating lease agreement at another location in New York City, representing the Company’s former corporate offices and operations facility. This lease shall expire on February 28, 2022 February 27, 2022 ($ in thousands) Lease Year Ending December 31, Payments 2017 $ 1,605 2018 2,311 2019 2,393 2020 2,423 2021 2,577 Thereafter 9,234 Total future noncancelable minimum lease payments $ 20,543 The aforementioned leases require the Company to pay additional rents related to increases in certain taxes and other costs on the properties. Total rent expense was $ 1,633,000 919,000 Total minimum lease payments to be received in the future under noncancelable sublease agreements as of December 31, 2016 are $ 1,518,000 369,000 0 Employment Agreements ($ in thousands) Employment Contract Year Ending December 31, Payments 2017 $ 5,100 2018 2,589 Thereafter 2,403 Total future minimum employment contract payments $ 10,092 In addition to the employment contract payments stated above, the Company’s employment contracts with certain executives and key employees contain performance based bonus provisions. These provisions include bonuses based on the Company achieving revenues in excess of established targets and/or on operating results. Certain of the employment agreements contain severance and/or change in control provisions. Aggregate potential severance compensation amounted to approximately $ 8.7 |
Facility Exit Costs
Facility Exit Costs | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | 10. Facility Exit Costs In June 2016, the Company relocated its corporate offices and operations from 475 Tenth Avenue in New York City to 1333 Broadway in New York City. In connection with the exit from its former office location, the Company recognized a liability at the exit and cease-use date for the remaining lease obligation associated with 475 Tenth Avenue, based on the remaining contractual lease payments less estimated sublease rentals, discounted to present value using a credit-adjusted risk-free rate. The Company recorded a net non-cash charge of approximately $ 648,000 15,000 7,000 670,000 At December 31, 2016, the remaining balance of the exit cost liability related to the former office space was approximately $ 783,000 160,000 623,000 approximately 5 years, through February 2022 ($ in thousands) Balance as of January 1, 2016 $ - Non-cash costs incurred and charged to expense 648 Transfers of previously-recognized deferred balance sheet amounts related to lease 333 Cash payments, net (209) Accretion 11 Balance as of December 31, 2016 $ 783 |
Income Taxes
Income Taxes | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 11. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. In determining the need for a valuation allowance, management reviews both positive and negative evidence pursuant to the requirements of ASC Topic 740, including current and historical results of operations, future income projections and the overall prospects of the Company's business. ($ in thousands) Year Ended December 31, 2016 2015 Current: Federal $ (57) $ 637 State and local 204 219 Total current 147 856 Deferred: Federal 6 (611) State and local 162 (89) Total deferred 168 (700) Total provision $ 315 $ 156 Year Ended December 31, 2016 2015 U.S. statutory federal rate 34.00 % 34.00 % State and local rate, net of federal tax 10.45 1.92 Gain on reduction of contingent obligation (38.40) (33.98) Stock compensation (7.31) 0.00 Excess compensation deduction 11.03 0.00 Foreign tax credits (0.94) 0.58 Life insurance 2.04 2.10 Other permanent differences (0.41) 0.61 Income tax provision 10.46 % 5.23 % ($ in thousands) December 31, 2016 2015 Deferred tax assets Stock-based compensation $ 7,337 $ 6,146 Federal, state and local net operating loss carryforwards 407 - Property and equipment - 341 Accrued compensation and other accrued expenses 1,694 708 Basis difference arising from discounted note payable 611 546 Foreign tax credit 63 - Charitable contribution carryover 54 17 Other 9 8 Total deferred tax assets $ 10,175 $ 7,766 Deferred tax liabilities Property and equipment $ (39) $ - Basis difference arising from intangible assets of acquisition (17,037) (14,515) Total deferred tax liabilities (17,076) (14,515) Net deferred tax liabilities $ (6,901) $ (6,749) During the Current Year, the Company recorded a $3.4 million gain on the reduction of contingent obligations related to the acquisition of the Ripka Brand (see Note 6). This gain was not subject to U.S. Federal income tax. During the Prior Year, the Company recorded a $ 3.0 As of December 31, 2016 and 2015, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its consolidated financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its consolidated financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. |
Discontinued Operations
Discontinued Operations | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 12. Discontinued Operations Discontinued operations represent the net sales and expenses related to the Company’s retail operations. Retail operations were discontinued in December 2014, with wind down and closure activities essentially completed by the end of 2015. Year Ended December 31, 2016 2015 Net sales $ - $ 287 Cost of sales - (221) Operating expenses - (268) Gain (loss) from disposal of discontinued operations 52 (273) Income tax (provision) benefit (18) 203 Income (loss) from discontinued operations, net $ 34 $ (272) Earnings (loss) per share from discontinued operations, net: Basic $ 0.00 $ (0.02) Diluted $ 0.00 $ (0.02) Weighted average shares outstanding: Basic 18,625,670 16,151,163 Diluted 19,044,749 17,223,240 Assets and liabilities of discontinued operations were not material as of December 31, 2016 and December 31, 2015. |
Related Party Transactions
Related Party Transactions | 12 Months Ended |
Dec. 31, 2016 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 13. Related Party Transactions Todd Slater On September 29, 2011, the Company entered into an agreement, which was amended on October 4, 2011, with Todd Slater, who was a director of the Company from October 17, 2011 through August 9, 2016, for services related to the Company’s licensing strategy and introduction to potential licensees. During the term of the agreement or during the year following the expiration of the term of the agreement, if the Company entered into a license or distribution agreement with a licensee introduced by Mr. Slater, Mr. Slater was entitled to receive a commission equal to 15% of all net royalties received by the Company during the first term of such agreement, payable within thirty days of receipt of the net royalties. On July 10, 2012, the Company and Mr. Slater entered into an amendment (the “Amendment”) to the agreement. Pursuant to the Amendment, the Company paid to Mr. Slater $163,000 as payment in full for (i) the cancellation of all amounts which are or may otherwise become due or payable to Mr. Slater under the terms of the agreement for licensees already introduced to the Company by Mr. Slater and which Mr. Slater was entitled to 15% of the revenues from such licensees under the agreement, and (ii) the assignment to the Company of all such amounts payable directly to Mr. Slater pursuant to such license agreements. The Company capitalized this payment and amortized the expense in accordance with the revenue earned from the respective licensing agreements on which this payment was based. The Company incurred direct licensing costs with Mr. Slater from amortization of the one-time payment stated above for the Prior Year of $32,000. Dweck Licensing Agent Agreement On August 2, 2011, the Company entered into a licensing agent agreement with Adam Dweck, son of Jack Dweck, a former director of the Company, pursuant to which he is entitled to a five percent commission on any royalties the Company receives under any new license agreements that he procures for the Company for the initial term of such license agreements. Adam Dweck earned approximately $1,000 and $14,000 in fees for the Current Year and Prior Year, respectively. Edward Jones, III On May 14, 2015, and amended on June 24, 2015, the Company entered into a consulting agreement with Jones Texas, Inc. ("JTI"), whose controlling shareholder is Edward Jones, a director of the Company. The agreement, as amended, provided for fees payable to JTI up to $75,000 for consulting services related to due diligence on the C Wonder brand prior to acquisition. The Company paid fees to JTI of $75,000 during the Prior Year. During the Current Year, Edward Jones performed consulting services for and received compensation from a certain licensee of the Company (the “Licensee”). Under the terms of the Company’s agreement with the Licensee, the Licensee may supply the Company’s branded products to the Company’s other licensees. Under the terms of the Company’s separate pre-existing agreements with other licensees, the Company would earn royalties on the sales of such branded products sold to end customers. Benjamin Malka Concurrent with the acquisition of the H Halston Brand on December 22, 2014, the Company entered into a license agreement with The H Company IP, LLC (“HIP”), which was subsequently amended September 1, 2015. Benjamin Malka, a director of the Company, is a 25% equity holder of HIP’s parent company, House of Halston LLC (“HOH”), and Chief Executive Officer of HOH. The HIP license agreement provides for royalty payments including guaranteed minimum royalties to be paid to the Company during the initial term that expires on December 31, 2019. On September 1, 2015 we entered into a license agreement with Lord and Taylor, LLC (the “L&T License”) and simultaneously amended the H Halston License Agreement eliminating HIP’s minimum guaranteed royalty obligations, provided the L&T License is in effect. In addition, we entered into a sublicense agreement with HIP obligating us to pay HIP on an annual basis the greater of (i) 50% of royalties received under the L&T License from H Halston products or (ii) guaranteed minimum royalties. Provided that Lord & Taylor is paying the Company at least $1,000,000 per quarter under the L&T License, the remaining contractually guaranteed minimum royalties are equal to $0.75 million, $0.75 million, $1.5 million and $1.75 million for the twelve months ending January 31, 2018, 2019, 2020, and 2021, respectively. Royalties paid to HIP by the Company or on the Company’s behalf for the seventeen months ended January 31, 2017 were $0.19 million. HOH has also entered into an arrangement with another licensee of the Company to supply Halston-branded apparel for the subsequent sale of such product to end customers. Under the Company’s separate pre-existing licensing agreements in place with the aforementioned other licensee and with HIP as described above, the Company earns royalties on the sales of such Halston-branded products. Marisa Gardini In accordance with the terms and conditions of the C Wonder Purchase Agreement, the Company paid Marisa Gardini, a former director of the Company, a $240,000 commission fee for the acquisition of the C Wonder Brand in the Prior Year. The amount of the payment was considered a direct acquisition cost of the C Wonder Brand and accordingly was included as a component of the purchase price. James Haran On December 16, 2015, the Company purchased 5,000 shares of its common stock from James Haran, Chief Financial Officer of the Company, at $7.25 per share, the closing sale price of the Company’s common stock on that day. The Company determined that it was in the best interests of the Company to purchase these shares of common stock from Mr. Haran in lieu of his selling the shares in the open market. |
Subsequent Events
Subsequent Events | 12 Months Ended |
Dec. 31, 2016 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 14. Subsequent Events On January 24, 2017, the Company granted options to purchase an aggregate of 500,000 5.00 100,000 On January 31, 2017, the Company entered into a two-year consulting agreement (the “Consulting Agreement”) with JTI, whose controlling shareholder is Edward Jones, a director of the Company, pursuant to which JTI shall cause Mr. Jones to provide consulting services in connection with the Company’s quick-time-response fashion program, assisting the Company with sourcing suppliers for its women’s apparel and establishing and managing a men’s quick-time-response platform. Pursuant to the Consulting Agreement, the Company shall (i) issue to JTI an aggregate of 78,334 39,167 39,167 300,000 75,000 25,000 150,000 On February 24, 2017, the Company entered into an agreement with BHI which amended certain terms of the Xcel Term Loan. See Note 6, Debt. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | Principles of Consolidation The consolidated financial statements include the accounts of Xcel and its wholly owned subsidiaries as of and for the years ended December 31, 2016 (the “Current Year”) and December 31, 2015 (the “Prior Year”). The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the accounting rules under Regulation S-X, as promulgated by the Securities and Exchange Commission (“SEC”). All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. |
Discontinued Operations, Policy [Policy Text Block] | Discontinued Operations The Company accounted for its decision to close down its retail store operations as discontinued operations in accordance with the guidance provided in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 360, “Accounting for Impairment or Disposal of Long-Lived Assets,” and ASC Topic 205, “Presentation of Financial Statements,” which require that only a disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity’s operations and financial results shall be reported in the financial statements as discontinued operations. In the period a discontinued operation is classified as held for sale, the results of operations for the periods presented are reclassified into separate line items in the statements of operations. Assets and liabilities are also reclassified into separate line items on the related balance sheets for the periods presented. The statements of cash flows for the periods presented are also reclassified to reflect the results of discontinued operations as separate line items. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly-liquid investments with original maturities of three months or less to be cash equivalents. |
Receivables, Policy [Policy Text Block] | Accounts Receivable Accounts receivable are reported net of the allowance for doubtful accounts. Allowance for doubtful accounts is based on the Company’s ongoing discussions with its licensees and its evaluation of each licensee’s payment history, account aging, and financial position. As of December 31, 2016 and 2015, the Company had $ 6,969,000 7,594,000 20,000 112,000 1,531,000 |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Furniture, equipment, and software are stated at cost less accumulated depreciation and amortization, and are depreciated using the straight-line method over their estimated useful lives, generally three (3) to seven (7) years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases. Betterments and improvements are capitalized, while repairs and maintenance are expensed as incurred. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | The Company follows FASB ASC Topic 350, “Intangibles - Goodwill and Other.” Under this standard, goodwill and indefinite lived intangible assets are not amortized, but are required to be assessed for impairment at least annually and when events occur or circumstances change that would more likely than not reduce the fair value of the Company below its carrying amount. The Company annually has the option to first assess qualitatively whether it is more likely than not that there is an impairment. Should the results of this assessment result in either an ambiguous or unfavorable conclusion, the Company will perform additional quantitative testing. Quantitative testing is performed using a two-step approach. The first step compares estimated fair value with carrying value. If the estimated fair value exceeds the carrying value, then goodwill is considered not impaired. If the carrying value exceeds the estimated fair value, then a second step is performed to determine the implied fair value of goodwill. If the carrying value of goodwill exceeds its implied fair value, then an impairment charge equal to the difference is recorded. This requires the Company’s management to make certain assumptions and estimates regarding certain industry trends and future revenues of the Company. The Company performed its annual quantitative analysis of goodwill and intangible assets at December 31, 2016 and 2015, and determined that these assets were not impaired. The Company’s definite lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. An impairment loss is recognized if the carrying amount of a definite lived intangible asset is not recoverable and its carrying amount exceeds its fair value. No such impairments were indicated or recorded for the years ended December 31, 2016 and 2015. The Company’s definite lived intangible assets are amortized over their estimated useful lives of four (4) to fifteen (15) years. |
Cash and Cash Equivalents, Restricted Cash and Cash Equivalents, Policy [Policy Text Block] | Restricted Cash Restricted cash at December 31, 2016 and December 31, 2015 includes $ 1,109,000 400,000 |
Cost Method Investments, Policy [Policy Text Block] | Investment in Unconsolidated Affiliate The Company holds a limited partner ownership interest in an unconsolidated affiliate. This investment is accounted for using the cost method, and is included within other assets on the Company’s consolidated balance sheet at December 31, 2016. This investment was entered into during the Current Year, and as of December 31, 2016, the carrying value of this investment was $ 100,000 |
Notes Receivable [Text Block] | Notes Receivable The Company holds a promissory note receivable from a certain key employee in the principal amount of $ 1,000,000 April 1, 2019 5.1 879,000 |
Deferred Finance Costs [Policy Text Block] | Deferred Finance Costs The Company incurred costs (primarily professional fees and lender underwriting fees) in connection with borrowings under the senior secured term loans. These costs have been deferred on the consolidated balance sheet as a reduction to the carrying value of the associated borrowings. In the Prior Year, such costs were amortized as interest expense using the straight-line method over the term of the related debt, which did not differ materially from the effective interest method. In the Current Year, such costs are amortized as interest expense using the effective interest method. |
Contingent Obligation, Policy [Policy Text Block] | Contingent Obligations Management analyzes and quantifies the expected contingent obligations (expected earn-out payments) over the applicable pay-out period. Management assesses no less frequently than each reporting period the status of contingent obligations and any expected changes in the fair value of such contingent obligations. Any change in the expected obligation will result in expense or income recognized in the period in which it is determined that the fair value has changed. Contingent obligations have been reduced by $ 3.4 3.0 |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Licensing revenue is generated from licenses and is based on reported sales of licensed products bearing the Company’s trademarks, at royalty rates specified in the license agreements. These agreements are also subject to contractual minimum levels. Design and service fees are recorded and recognized in accordance with the terms and conditions of each service contract, which require the Company to meet its obligations and provide the relevant services under each contract. Guaranteed minimum royalty payments are recognized on a straight-line basis over the term of each contract year as defined in each license agreement. Royalties exceeding the guaranteed minimum royalty payments are recognized as income during the period corresponding with the licensee’s sales. Advance royalty payments are recorded as deferred revenue at the time payment is received and recognized as revenue as earned. Revenue is not recognized unless collectability is reasonably assured. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs All costs associated with production for the Company’s advertising campaigns are expensed during the periods when the activities take place. All other advertising costs, such as print and online media, are expensed when the advertisement occurs. The Company incurred no advertising costs for the Current Year and Prior Year. |
Lease, Policy [Policy Text Block] | Operating Leases Total rental payments under operating leases that include scheduled payment increases and rent holidays are amortized on a straight-line basis over the term of the lease. Landlord allowances are amortized by the straight-line method from the possession date through the end of the term of the lease as a reduction of rent expense. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation - Stock Compensation,” by recognizing the fair value of stock-based compensation as an operating expense over the service period of the award or term of the corresponding contract, as applicable. The fair value of stock options and warrants is estimated on the date of grant using the Black-Scholes option pricing model. The valuation determined by the Black-Scholes option pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected term of the award, expected stock price volatility, and actual and projected employee stock option exercise behaviors. The risk-free rate is based on the U.S. Treasury rate for the expected life at the time of grant, volatility is based on the average long-term implied volatilities of peer companies, and expected life is based on the estimated average of the life of options and warrants using the simplified method. The Company utilizes the simplified method to determine the expected life of the options and warrants due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. Restricted stock awards are valued using the fair value of the Company’s stock at the date of grant. In the Prior Year, the calculation of periodic compensation cost also required that the Company estimate the number of awards that will be forfeited during the vesting period. Forfeitures were estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differed significantly from those estimates. In the Current Year, the Company changed its accounting policy to account for forfeitures as a reduction of compensation cost in the period when such forfeitures occur; see Recently Adopted Accounting Pronouncements below. For stock option awards for which vesting is contingent upon the achievement of certain performance targets, the timing and amount of compensation expense recognized is based upon the Company’s projections and estimates of the relevant performance metric(s). |
Income Tax, Policy [Policy Text Block] | Income Taxes Current income taxes are based on the respective period’s taxable income for federal and state income tax reporting purposes. Deferred tax liabilities and assets are determined based on the difference between the financial statement and income tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company applies the FASB guidance on accounting for uncertainty in income taxes, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also addresses derecognition, classification, interest, and penalties related to uncertain tax positions. The Company has no unrecognized tax benefits as of December 31, 2016 and 2015. Interest and penalties related to uncertain tax positions, if any, are recorded in income tax expense. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value ASC 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), defines fair value and establishes a framework for measuring fair value under U.S. GAAP. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of the Company’s assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). For certain of the Company’s financial instruments, including cash and cash equivalents, restricted cash, accounts receivable, accounts payable and accrued expenses and other current liabilities, the carrying amounts approximate fair value due to the short-term maturities of these instruments. The carrying value of the promissory note receivable approximates fair value because the fixed interest rate approximates current market rates and in the instances it does not, the impact is not material. The carrying value of the Xcel Term Loan (as defined in Note 6) approximates fair value because the fixed interest rate approximates current market rates and in the instances it does not, the impact is not material. When debt interest rates are below market rates, the Company considers the discounted value of the difference of actual interest rates and its internal borrowing against the scheduled debt payments. The fair value of the Company’s cost method investment is not estimated as there are no identified events or changes in circumstances that may have a significant adverse effect on the fair value of the investment, and the investee does not meet the definition of a publicly traded company. The Company had contingent obligations that were required to be measured at fair value on a recurring basis. The Company’s contingent obligations were measured using inputs from Level 3 of the fair value hierarchy, which is defined as unobservable inputs that reflect management’s assumptions that market participants would use in pricing assets or liabilities based on the best information available. Certain of the Company’s earn-out obligations (see Note 6) were based upon certain projected net royalty revenues as defined in the terms and conditions of the acquisition of the Isaac Mizrahi Brand. As of September 30, 2015 net royalty revenue associated with Isaac Mizrahi Brand earn-out obligations were determinable, and adjusted accordingly. ($ in thousands) December 31, 2016 2015 Balance at beginning of year $ 250 $ 5,766 Gain on reduction of contingent obligation - (3,000) Payment of contingent obligation (250) (2,516) Balance at end of year $ - $ 250 In addition to the Company’s contingent obligations measured at fair value on a recurring basis under ASC 820-10, the Company also recognized a contingent obligation of $ 3.78 2.85 |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents, restricted cash, accounts receivable, and notes receivable. The Company limits its credit risk with respect to cash, cash equivalents, and restricted cash by maintaining cash balances with high quality financial institutions. At times, the Company’s cash, cash equivalents, and restricted cash may exceed federally insured limits. Concentrations of credit risk with respect to accounts receivable are minimal due to the collection history and due to the nature of the Company’s royalty revenues. Generally, the Company does not require collateral or other security to support accounts receivable. Concentration of credit risk with respect to the promissory note receivable held by the Company is mitigated as it is fully collateralized by various assets in which the Company has been granted a security interest. |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share Basic earnings per share is computed by dividing net income from continuing operations, net income (loss) from discontinued operations, and net income available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the effect of common shares issuable upon the exercise of stock options and warrants using the treasury stock method. The difference between basic and diluted weighted-average common shares results from the assumption that all dilutive stock options and warrants outstanding were exercised into common stock if the effect is not anti-dilutive. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recently Issued Accounting Pronouncements In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers” (ASU 2014-09). ASU 2014-09 provides guidance for revenue recognition and affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets, and supersedes the current revenue recognition requirements in Topic 605, “Revenue Recognition,” and most industry-specific guidance. The core principle of ASU 2014-09 is the recognition of revenue when a company transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled to in exchange for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principle and, in doing so, will require greater use of judgment and estimates than under the current guidance. The FASB subsequently issued amendments providing additional guidance, clarification, and practical expedients as follows: ⋅ In August 2015, the FASB delayed the effective date of this standard by one year, such that the new revenue guidance is now effective for fiscal years beginning after December 15, 2017 (i.e., calendar years beginning on January 1, 2018), and interim periods therein. ⋅ In April 2016, the FASB issued Accounting Standards Update No. 2016-10, “Revenue from Contracts with Customers (Topic 606): Identifying Performance Obligations and Licensing,” which amends certain aspects of the guidance in ASU 2014-09 related to identifying performance obligations and applying the new revenue guidance to licensing transactions. ⋅ In May 2016, the FASB issued Accounting Standards Update No. 2016-12, “Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients,” which addresses topics of collectability, presentation of sales tax collected from customers, non-cash consideration, contract modifications and completed contracts at transition, and transition disclosures. ⋅ In December 2016, the FASB issued Accounting Standards Update No. 2016-20, “Technical Corrections and Improvements to Topic 606, Revenue from Contracts with Customers,” to provide further clarification on various elements of the new revenue guidance. The Company is currently evaluating the method and the impact that the adoption of these ASUs will have on the Company’s consolidated financial statements and disclosures. Based upon the Company’s preliminary assessment and initial evaluation, management does not currently expect that the adoption of these ASUs will have a material impact on the measurement or timing of the Company’s revenue recognition. In February 2016, the FASB issued ASU No. 2016-02, “Leases” (ASU 2016-02). The core principle of ASU 2016-02 is that an entity should recognize on its balance sheet assets and liabilities arising from a lease. In accordance with that principle, ASU 2016-02 requires that a lessee recognize a liability to make lease payments (the lease liability) and a right-of-use asset representing its right to use the underlying leased asset for the lease term. The recognition, measurement, and presentation of expenses and cash flows arising from a lease by a lessee will depend on the lease classification as a finance or operating lease. This new accounting guidance is effective for public companies for fiscal years beginning after December 15, 2018 (i.e., calendar years beginning on January 1, 2019), including interim periods within those fiscal years. Early adoption is permitted. The Company is currently evaluating the impact that the adoption of ASU 2016-02 will have on the Company’s consolidated financial statements and disclosures. In August 2016, the FASB issued Accounting Standards Update No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”). ASU 2016-15 provides guidance and clarification regarding the presentation and classification on the statement of cash flows for eight specific cash flow issues, including: ⋅ debt prepayment and extinguishment costs, ⋅ settlement of zero-coupon (or insignificant coupon interest rate) debt instruments, ⋅ contingent consideration payments made after a business combination, ⋅ proceeds from settlement of insurance claims, ⋅ proceeds from settlement of corporate-owned life insurance policies, ⋅ distributions received from equity method investees, ⋅ beneficial interests in securitization transactions, and ⋅ separately identifiable cash flows / application of predominance principle. This new accounting guidance is effective for public companies for fiscal years beginning after December 15, 2017 (i.e., calendar years beginning on January 1, 2018), including interim periods within those fiscal years. Entities must apply the guidance retrospectively to all periods presented but may apply it prospectively from the earliest date practicable if retrospective application would be impracticable. Early adoption is permitted, provided all amendments are adopted in the same period. The Company does not anticipate that the adoption of ASU 2016-15 will have a material impact on its consolidated financial statements when it is adopted in 2018. In January 2017, the FASB issued Accounting Standards Update No. 2017-04, “Simplifying the Test for Goodwill Impairment” (“ASU 2017-04”). ASU 2017-04 eliminates Step 2 of the goodwill impairment test, which currently requires a hypothetical purchase price allocation based on the fair value of individual assets and liabilities of a reporting unit in order to measure the amount of a goodwill impairment. Instead, after the adoption of ASU 2017-04, goodwill impairment will be measured as the amount by which a reporting unit’s carrying value exceeds its fair value, not to exceed the carrying amount of goodwill. This new accounting guidance shall be applied prospectively, and is effective for public companies for fiscal years beginning after December 15, 2019 (i.e. calendar years beginning on January 1, 2020). Early adoption is permitted for any goodwill impairment tests performed on testing dates after January 1, 2017. The Company does not anticipate that the adoption of ASU 2017-04 will have a material impact on its consolidated financial statements. Recently Adopted Accounting Pronouncements In March 2016, the FASB issued Accounting Standards Update No. 2016-09, “Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). ASU 2016-09 requires that all excess tax benefits and tax deficiencies be recognized in the income statement as discrete tax items in the interim period in which they occur, clarifies that employee taxes paid when an employer withholds shares for tax purposes should be presented on the statement of cash flows as a financing activity, and changes the presentation of excess tax benefits on the statement of cash flows from a financing activity to an operating activity. ASU 2016-09 also provides for a policy election to either estimate the number of awards expected to vest (as per current GAAP) or account for forfeitures when they occur. This new accounting guidance is effective for public companies for fiscal years beginning after December 15, 2016 (i.e., calendar years beginning on January 1, 2017), including interim periods within those fiscal years. The Company early adopted the applicable provisions of ASU 2016-09 during the fourth quarter of 2016 as follows: · The guidance requiring excess tax benefits to be recorded in the income statement has been applied prospectively effective January 1, 2016. Amounts previously recorded to additional paid in capital related to windfall tax benefits prior to January 1, 2016 remain in equity, and the December 31, 2015 balance sheet has not been adjusted. · The guidance eliminating the requirement that excess tax benefits must be realized (through a reduction in income taxes payable) prior to recognition has been applied using a modified retrospective transition method, and the Company has recorded a cumulative-effect adjustment to retained earnings for previously unrecognized excess tax benefits of $35,000 as of January 1, 2016. · The guidance requiring exclusion of excess tax benefits from the computation of assumed proceeds under the treasury stock method when calculating earnings per share has been applied prospectively effective January 1, 2016. Earnings per share for the year ended December 31, 2015 have not been adjusted. · The guidance requiring presentation of excess tax benefits as an operating activity on the statement of cash flows rather than as a financing activity has been applied prospectively effective January 1, 2016. The statement of cash flows for the year ended December 31, 2015 has not been adjusted. · The Company has elected to account for forfeitures of share-based payments in the period in which such forfeitures occur. This change has been applied using a modified retrospective transition method, and the Company has recorded a cumulative-effect adjustment to retained earnings of $ 37,000 In November 2016, the FASB issued Accounting Standards Update No. 2016-18, “Statement of Cash Flows Restricted Cash” (“ASU 2016-18”). ASU 2016-18 requires that a statement of cash flows explain the change during the period for the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. ASU 2016-18 does not provide a definition of restricted cash or restricted cash equivalents, and does not change the balance sheet presentation for such items. The Company early adopted the provisions of ASU 2016-18 during the fourth quarter of 2016, and has applied this guidance retrospectively to all periods presented. As a result of including restricted cash with cash and cash equivalents when reconciling the beginning-of-period and end-of-period total amounts presented on the statement of cash flows, net cash flows for the year ended December 31, 2015 increased by $ 1,109,000 |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Accounting Policies [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | The following table reflects the change in fair value of the Company’s earn-out obligations associated with the Isaac Mizrahi Brand for the years ended December 31, 2016 and 2015: ($ in thousands) December 31, 2016 2015 Balance at beginning of year $ 250 $ 5,766 Gain on reduction of contingent obligation - (3,000) Payment of contingent obligation (250) (2,516) Balance at end of year $ - $ 250 |
Acquisition of C Wonder Trade24
Acquisition of C Wonder Trademarks (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Assets Acquisition [Line Items] | |
Schedule of Business Acquisitions by Acquisition, Contingent Consideration [Table Text Block] | The following represents the aggregate purchase price of $15.4 million, including legal and other fees of $ 0.59 ($ in thousands) Cash paid $ 3,000 Fair value of common stock issued (1,000,000 shares) 9,000 C Wonder Earn-Out obligation (at fair value, see Note 6) 2,850 Direct transaction expenses (legal and other fees) 587 Total consideration $ 15,437 |
Trademarks, Goodwill and Othe25
Trademarks, Goodwill and Other Intangibles (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Trademarks and other intangibles, net consist of the following: December 31, 2016 Weighted- Average Amortization Gross Carrying Accumulated Net Carrying ($ in thousands) Period Amount Amortization Amount Trademarks (indefinite-lived) n/a $ 96,676 $ - $ 96,676 Trademarks (definite-lived) 15 years 15,463 1,459 14,004 Licensing agreements 4 years 2,000 2,000 - Non-compete agreement 7 years 562 160 402 Copyrights and other intellectual property 10 years 190 52 138 Total $ 114,891 $ 3,671 $ 111,220 December 31, 2015 Weighted- Average Amortization Gross Carrying Accumulated Net Carrying ($ in thousands) Period Amount Amortization Amount Trademarks (indefinite-lived) n/a $ 96,676 $ - $ 96,676 Trademarks (definite-lived) 15 years 15,437 429 15,008 Licensing agreements 4 years 2,000 2,000 - Non-compete agreement 7 years 562 80 482 Copyrights and other intellectual property 10 years 190 33 157 Total $ 114,865 $ 2,542 $ 112,323 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | Estimated future amortization expense related to definite lived intangible assets over the remaining useful lives is as follows: ($ in thousands) Amortization Year Ending December 31, Expense 2017 $ 1,130 2018 1,130 2019 1,130 2020 1,130 2021 1,132 Thereafter 8,892 Total $ 14,544 |
Significant Contracts (Tables)
Significant Contracts (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Significant Contracts [Abstract] | |
Schedule Of License Agreements [Table Text Block] | The Agreements include automatic renewal periods as detailed below unless terminated by either party. Current Term Expiry Automatic Renewal Xcel Commenced Brand with QVC IM QVC Agreement September 30, 2020 one year period September 2011 2010 Ripka QVC Agreement March 31, 2019 one year period April 2014 1999 H QVC Agreement December 31, 2019 three year period January 2015 September 2015 C Wonder QVC Agreement January 1, 2021 three year period August 2015 March 2016 |
Debt (Tables)
Debt (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Schedule of Debt [Table Text Block] | The Company’s net carrying amount of debt is comprised of the following: ($ in thousands) December 31, 2016 2015 Xcel Term Loan $ 25,250 $ - IM Term Loan - 11,375 JR Term Loan - 7,875 H Term Loan - 10,000 Unamortized deferred finance costs related to term loans (509) (493) IM Seller Note 3,627 4,918 Ripka Seller Notes 504 469 Contingent obligation IM Seller - 250 Contingent obligation JR Seller 200 3,784 Contingent obligation CW Seller 2,850 2,850 Total 31,922 41,028 Current portion (i), (ii) 6,427 9,168 Long-term debt $ 25,495 $ 31,860 (i) The current portion of long-term debt presented on the consolidated balance sheet at December 31, 2016 includes $ 5.000 1.427 (ii) The current portion of long-term debt presented on the consolidated balance sheet at December 31, 2015 included $ 4.000 4.918 0.250 |
Schedule of Maturities of Long-term Debt [Table Text Block] | The aggregate remaining annual principal payments under the Xcel Term Loan, as amended, are as follows: ($ in thousands) Amount of Principal Year Ending December 31, Payment 2017 $ 5,000 2018 4,000 2019 4,000 2020 4,000 2021 8,250 Total $ 25,250 |
Debt Instrument Principal Payments [Table Text Block] | The aggregate remaining annual principal payments under the IM Seller Note are as follows: ($ in thousands) Amount of Principal Year Ending December 31, Payment 2017 $ 1,427 2018 1,459 2019 741 Total $ 3,627 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | Number of Weighted Weighted Aggregate Outstanding at January 1, 2016 379,500 $ 5.50 1.71 $ 1,174,000 Granted 2,606,500 6.05 Canceled - - Exercised (13,000) 3.08 Expired/Forfeited (537,000) 6.02 Outstanding at December 31, 2016, and expected to vest 2,436,000 $ 5.98 4.38 $ - Exercisable at December 31, 2016 141,333 $ 7.03 2.84 $ - |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | Year Ended December 31, 2016 2015 Expected Volatility 33.25 34.85 % N/A Expected Dividend Yield 0 % N/A Expected Life (Term, in years) 3.25 5.32 N/A Risk-Free Interest Rate 0.91 1.21 % N/A |
Share-based Compensation, Performance Shares Award Unvested Activity [Table Text Block] | Weighted Average Number of Grant Date Options Fair Value Balance at January 1, 2016 47,500 $ 1.43 Granted 2,606,500 1.43 Vested (80,833) 1.19 Forfeited or Canceled (278,500) 1.43 Balance at December 31, 2016 2,294,667 $ 1.39 |
Schedule of Share-based Compensation, Stock Warrant Activity [Table Text Block] | Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Warrants Price (in Years) Value Outstanding and exercisable at January 1, 2016 2,219,543 $ 6.07 3.23 $ 3,168,000 Granted - - Canceled - - Exercised (218,000) 0.01 Expired/Forfeited (34,800) 5.14 Outstanding and exercisable at December 31, 2016 1,966,743 $ 6.76 2.81 $ - |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of the Company’s restricted stock activity for the Current Year is as follows: Number of Weighted Outstanding at January 1, 2016 3,530,485 $ 4.95 Granted 273,243 5.78 Canceled - - Vested (619,768) 4.40 Expired/Forfeited (12,275) 8.66 Outstanding at December 31, 2016 3,171,685 $ 5.12 |
Schedule of Common Stock Repurchased [Table Text Block] | The following table provides information with respect to purchases by the Company of restricted stock during the Current Year and Prior Year. Date Total Actual Number of Fair value of March 31, 2016 (i) 52,000 $ 5.80 - $ 301,000 September 30, 2016 (i) 182,100 4.99 - 909,000 November 30, 2016 (i) 10,650 4.95 - 53,000 December 1, 2016 (i) 32,928 5.05 - 166,000 Total 2016 277,678 $ 5.15 - $ 1,429,000 September 30, 2015 (i) 82,825 $ 8.59 - $ 711,000 December 17, 2015 (ii) 5,000 7.25 - 36,000 Total 2015 87,825 $ 8.51 - $ 747,000 All of the shares of restricted stock in the preceding table were originally granted to employees and directors as restricted stock pursuant to the Plan. (i) The shares repurchased were acquired from employees and directors in connection with the settlement of income tax withholding obligations on behalf of such employees and directors from the vesting of restricted stock. (ii) See Note 13, Related Party Transactions. |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Shares used in calculating basic and diluted net earnings per share are as follows: Year Ended December 31, 2016 2015 Basic 18,625,670 16,151,163 Effect of exercise of warrants 414,131 946,902 Effect of exercise of stock options 4,948 125,175 Diluted 19,044,749 17,223,240 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The computation of basic and diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: Year Ended December 31, 2016 2015 Stock options and warrants 3,063,000 750,000 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule of Future Minimum Rental Payments for Operating Leases [Table Text Block] | Future minimum lease payments under the terms of the Company’s noncancelable operating lease agreements are as follows: ($ in thousands) Lease Year Ending December 31, Payments 2017 $ 1,605 2018 2,311 2019 2,393 2020 2,423 2021 2,577 Thereafter 9,234 Total future noncancelable minimum lease payments $ 20,543 |
Contractual Obligation, Fiscal Year Maturity Schedule [Table Text Block] | The Company has contracts with certain executives and key employees. The future minimum payments under these contracts are as follows: ($ in thousands) Employment Contract Year Ending December 31, Payments 2017 $ 5,100 2018 2,589 Thereafter 2,403 Total future minimum employment contract payments $ 10,092 |
Facility Exit Costs (Tables)
Facility Exit Costs (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Costs [Table Text Block] | A summary of the activity related to the exit cost liability for the Current Year is as follows: ($ in thousands) Balance as of January 1, 2016 $ - Non-cash costs incurred and charged to expense 648 Transfers of previously-recognized deferred balance sheet amounts related to lease 333 Cash payments, net (209) Accretion 11 Balance as of December 31, 2016 $ 783 |
Income taxes (Tables)
Income taxes (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The income tax provision for federal and state and local income taxes in the consolidated statements of operations consists of the following: ($ in thousands) Year Ended December 31, 2016 2015 Current: Federal $ (57) $ 637 State and local 204 219 Total current 147 856 Deferred: Federal 6 (611) State and local 162 (89) Total deferred 168 (700) Total provision $ 315 $ 156 |
Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] | The reconciliation of income tax computed at the federal and state and local statutory rates to the Company’s income before taxes is as follows: Year Ended December 31, 2016 2015 U.S. statutory federal rate 34.00 % 34.00 % State and local rate, net of federal tax 10.45 1.92 Gain on reduction of contingent obligation (38.40) (33.98) Stock compensation (7.31) 0.00 Excess compensation deduction 11.03 0.00 Foreign tax credits (0.94) 0.58 Life insurance 2.04 2.10 Other permanent differences (0.41) 0.61 Income tax provision 10.46 % 5.23 % |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The significant components of net deferred tax liabilities of the Company consist of the following: ($ in thousands) December 31, 2016 2015 Deferred tax assets Stock-based compensation $ 7,337 $ 6,146 Federal, state and local net operating loss carryforwards 407 - Property and equipment - 341 Accrued compensation and other accrued expenses 1,694 708 Basis difference arising from discounted note payable 611 546 Foreign tax credit 63 - Charitable contribution carryover 54 17 Other 9 8 Total deferred tax assets $ 10,175 $ 7,766 Deferred tax liabilities Property and equipment $ (39) $ - Basis difference arising from intangible assets of acquisition (17,037) (14,515) Total deferred tax liabilities (17,076) (14,515) Net deferred tax liabilities $ (6,901) $ (6,749) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 12 Months Ended |
Dec. 31, 2016 | |
Discontinued Operations and Disposal Groups [Abstract] | |
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | A summary of results of discontinued operations for the Current Year and Prior Year is as follows (in thousands, except share and per share data): Year Ended December 31, 2016 2015 Net sales $ - $ 287 Cost of sales - (221) Operating expenses - (268) Gain (loss) from disposal of discontinued operations 52 (273) Income tax (provision) benefit (18) 203 Income (loss) from discontinued operations, net $ 34 $ (272) Earnings (loss) per share from discontinued operations, net: Basic $ 0.00 $ (0.02) Diluted $ 0.00 $ (0.02) Weighted average shares outstanding: Basic 18,625,670 16,151,163 Diluted 19,044,749 17,223,240 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at beginning of year | $ 250 | $ 5,766 |
Gain on reduction of contingent obligation | 3,409 | 3,000 |
Payment of contingent obligation | (250) | (2,516) |
Balance at end of year | $ 0 | $ 250 |
Summary of Significant Accoun35
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | ||
Jan. 31, 2016 | Dec. 31, 2016 | Dec. 31, 2015 | Dec. 31, 2014 | |
Summary Of Significant Accounting Policies [Line Items] | ||||
Accounts receivable, net | $ 6,969,000 | $ 7,594,000 | ||
Allowance for Doubtful Accounts Receivable | 20,000 | 20,000 | ||
Gain Loss On Reduction of Contingent Obligations | 3,409,000 | 3,000,000 | ||
Accrued Fees and Other Revenue Receivable | 112,000 | 1,531,000 | ||
Restricted Cash and Cash Equivalents | 1,509,000 | 1,109,000 | ||
Cost Method Investments | $ 100,000 | |||
Receivable with Imputed Interest, Effective Yield (Interest Rate) | 5.10% | |||
Promissory Note Receivable | $ 879,000 | |||
Cumulative Effect Adjustment To Retained Earnings For Previously Unrecognized Excess Tax Benefits | $ 35,000 | |||
Cumulative Effect Adjustment To Retained Earnings For Forfeitures of Share-based Payments | $ 37,000 | |||
Increase (Decrease) in Restricted Cash | 400,000 | 1,109,000 | ||
Judith Ripka Trademarks [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Earn Out Payments | $ 3,780,000 | |||
C Wonder Trademarks [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Earn Out Payments | $ 2,850,000 | |||
Promissory Note Receivable [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Financing Receivable, Gross | $ 1,000,000 | |||
Notes, Loans and Financing Receivable, Maturity Date | Apr. 1, 2019 | |||
Minimum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives (in years) | 3 years | |||
Finite-Lived Intangible Asset, Useful Life | 4 years | |||
Maximum [Member] | ||||
Summary Of Significant Accounting Policies [Line Items] | ||||
Property, Plant and Equipment, Estimated Useful Lives (in years) | 7 years | |||
Finite-Lived Intangible Asset, Useful Life | 15 years |
Acquisition of C Wonder Trade36
Acquisition of C Wonder Trademarks (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition, Contingent Consideration [Line Items] | ||
Cash paid | $ 26 | $ 0 |
Fair value of common stock issued (1,000,000 shares) | 9,000 | |
C Wonder Trademarks [Member] | ||
Business Acquisition, Contingent Consideration [Line Items] | ||
Cash paid | 3,000 | |
Fair value of common stock issued (1,000,000 shares) | 9,000 | |
C Wonder Earn-Out obligation (at fair value, see Note 6) | 2,850 | |
Direct transaction expenses (legal and other fees) | 587 | |
Total consideration | $ 15,437 |
Acquisition of C Wonder Trade37
Acquisition of C Wonder Trademarks (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 3,671,000 | $ 2,542,000 |
C Wonder Trademarks [Member] | ||
Business Combination, Consideration Transferred, Total | 15,437,000 | |
Direct transaction expenses | $ 587,000 | |
Stock Issued During Period, Shares, Acquisitions | 1,000,000 | |
Trademarks [Member] | ||
Finite-Lived Intangible Assets, Accumulated Amortization | $ 1,459,000 | $ 429,000 |
Trademarks [Member] | C Wonder Trademarks [Member] | ||
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 15 years | |
Finite-Lived Intangible Assets, Accumulated Amortization | $ 1,030,000 | 429,000 |
Assets Acquisition Purchase Price Allocation | $ 15,437,000 | |
Closing Consideration [Member] | C Wonder Trademarks [Member] | ||
Stock Issued During Period, Shares, Acquisitions | 500,000 | |
Payments to Acquire Businesses, Gross | $ 2,500,000 | |
Escrow Consideration [Member] | C Wonder Trademarks [Member] | ||
Stock Issued During Period, Shares, Acquisitions | 500,000 | |
Payments to Acquire Businesses, Gross | $ 500,000 |
Trademarks, Goodwill and Othe38
Trademarks, Goodwill and Other Intangibles (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Accumulated Amortization | $ 3,671 | $ 2,542 |
Net Carrying Amount | 14,544 | |
Gross Carrying Amount, Total | 114,891 | 114,865 |
Net Carrying Amount, Total | $ 111,220 | $ 112,323 |
Non-compete agreement [Member] | ||
Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period (Years) | 7 years | 7 years |
Gross Carrying Amount (definite-lived) | $ 562 | $ 562 |
Accumulated Amortization | 160 | 80 |
Net Carrying Amount | $ 402 | $ 482 |
Copyrights and other intellectual property [Member] | ||
Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period (Years) | 10 years | 10 years |
Gross Carrying Amount (definite-lived) | $ 190 | $ 190 |
Accumulated Amortization | 52 | 33 |
Net Carrying Amount | $ 138 | $ 157 |
Trademarks [Member] | ||
Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period (Years) | 15 years | 15 years |
Gross Carrying Amount (indefinite-lived) | $ 96,676 | $ 96,676 |
Gross Carrying Amount (definite-lived) | 15,463 | 15,437 |
Accumulated Amortization | 1,459 | 429 |
Net Carrying Amount | 14,004 | 15,008 |
Net Carrying Amount, Total | $ 96,676 | $ 96,676 |
Licensing agreements [Member] | ||
Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period (Years) | 4 years | 4 years |
Gross Carrying Amount (definite-lived) | $ 2,000 | $ 2,000 |
Accumulated Amortization | 2,000 | 2,000 |
Net Carrying Amount | $ 0 | $ 0 |
Trademarks, Goodwill and Othe39
Trademarks, Goodwill and Other Intangibles (Details 1) $ in Thousands | Dec. 31, 2016USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2,017 | $ 1,130 |
2,018 | 1,130 |
2,019 | 1,130 |
2,020 | 1,130 |
2,021 | 1,132 |
Thereafter | 8,892 |
Total | $ 14,544 |
Trademarks, Goodwill and Othe40
Trademarks, Goodwill and Other Intangibles (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||
Amortization of Intangible Assets | $ 1,129,000 | $ 807,000 |
Goodwill | $ 12,371,000 | $ 12,371,000 |
Significant Contracts (Details)
Significant Contracts (Details) | 12 Months Ended |
Dec. 31, 2016 | |
IM QVC Agreement [Member] | |
Current Term Expiry | Sep. 30, 2020 |
Automatic Renewal | 1 year |
Xcel Commenced Brand with QVC | September 2,011 |
QVC Product Launch | 2,010 |
Ripka QVC Agreement [Member] | |
Current Term Expiry | Mar. 31, 2019 |
Automatic Renewal | 1 year |
Xcel Commenced Brand with QVC | April 2,014 |
QVC Product Launch | 1,999 |
H QVC Agreement [Member] | |
Current Term Expiry | Dec. 31, 2019 |
Automatic Renewal | 3 years |
Xcel Commenced Brand with QVC | January 2,015 |
QVC Product Launch | September 2,015 |
C Wonder QVC Agreement [Member] | |
Current Term Expiry | Jan. 1, 2021 |
Automatic Renewal | 3 years |
Xcel Commenced Brand with QVC | August 2,015 |
QVC Product Launch | March 2,016 |
Significant Contracts (Details
Significant Contracts (Details Textual) - Royalty Agreement With QVC [Member] - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Business Acquisition [Line Items] | ||
Royalty Revenue | $ 27,910 | $ 23,310 |
Revenue from Royalty, Percentage | 85.00% | 84.00% |
Accounts Receivable, Gross | $ 5,890 | $ 6,400 |
Accounts Receivables, Percentage | 85.00% | 84.00% |
Unbilled Contracts Receivable | $ 1,180 |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Dec. 31, 2016 | Feb. 29, 2016 | Dec. 31, 2015 | |
Debt Instrument [Line Items] | ||||
Unamortized deferred finance costs related to term loans | $ (509) | $ (493) | ||
Total | 31,922 | 41,028 | ||
Current portion | [1],[2] | 6,427 | 9,168 | |
Long-term debt | 25,495 | 31,860 | ||
Xcel Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Unamortized deferred finance costs related to term loans | $ (466) | |||
Total | 25,250 | 0 | ||
IM Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Seller Note | 3,627 | 4,918 | ||
Contingent obligation - due to seller | 0 | 250 | ||
Total | 0 | 11,375 | ||
JR Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Contingent obligation - due to seller | 200 | 3,784 | ||
Total | 0 | 7,875 | ||
H Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Total | 0 | 10,000 | ||
Ripka Seller Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Seller Note | 504 | 469 | ||
CW Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Contingent obligation - due to seller | $ 2,850 | $ 2,850 | ||
[1] | The current portion of long-term debt presented on the consolidated balance sheet at December 31, 2015 included $4.000 million related to term loan debt, $4.918 million related to the IM Seller Note, and $0.250 million related to the IM Seller contingent obligation. | |||
[2] | The current portion of long-term debt presented on the consolidated balance sheet at December 31, 2016 includes $5.000 million related to term loan debt and $1.427 million related to the IM Seller Note |
Debt (Details 1)
Debt (Details 1) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total | $ 31,922 | $ 41,028 |
Xcel Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
2,017 | 5,000 | |
2,018 | 4,000 | |
2,019 | 4,000 | |
2,020 | 4,000 | |
2,021 | 8,250 | |
Total | $ 25,250 | $ 0 |
Debt (Details 2)
Debt (Details 2) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Debt Instrument [Line Items] | ||
Total | $ 31,922 | $ 41,028 |
I M Ready Made L L C [Member] | ||
Debt Instrument [Line Items] | ||
2,017 | 1,427 | |
2,018 | 1,459 | |
2,019 | 741 | |
Total | $ 3,627 |
Debt (Details Textual)
Debt (Details Textual) | Apr. 03, 2014USD ($)$ / shares | Dec. 21, 2016USD ($) | Sep. 19, 2016 | Feb. 28, 2016USD ($) | Feb. 26, 2016USD ($) | Jan. 31, 2016USD ($) | Apr. 21, 2015USD ($)shares | Feb. 20, 2015USD ($)shares | Dec. 22, 2014USD ($) | Dec. 24, 2013$ / shares | Aug. 01, 2013USD ($) | Sep. 29, 2011USD ($) | Jun. 30, 2015 | Sep. 30, 2015USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($)$ / shares | Dec. 31, 2015USD ($) | Sep. 30, 2015USD ($)shares | May 15, 2019USD ($) | May 15, 2018USD ($) | Feb. 29, 2016USD ($) | Dec. 31, 2014USD ($) |
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Long-term Debt, Contingent Payment of Principal or Interest | 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; and (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. | ||||||||||||||||||||||||
Gains (Losses) on Extinguishment of Debt | $ 0 | $ (1,371,000) | |||||||||||||||||||||||
Interest Expense, Debt | 1,333,000 | 1,220,000 | |||||||||||||||||||||||
Minimum Liquidity Covenants | 3,000,000 | ||||||||||||||||||||||||
Long-term Debt, Total | 31,922,000 | 41,028,000 | |||||||||||||||||||||||
Repayments of Long-term Debt, Total | 5,500,000 | 3,256,000 | |||||||||||||||||||||||
Long-term Debt, Current Maturities, Total | 6,427,000 | 8,918,000 | |||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | 16,107,000 | ||||||||||||||||||||||||
Payments of Financing Costs, Total | 152,000 | 10,000 | |||||||||||||||||||||||
Deferred Finance Costs, Net | 509,000 | 493,000 | |||||||||||||||||||||||
IM Term Loan [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 13,000,000 | ||||||||||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 4.44% | ||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | five year term loan | ||||||||||||||||||||||||
Other Notes Payable, Noncurrent | 3,627,000 | 4,918,000 | |||||||||||||||||||||||
Long-term Debt, Total | 0 | 11,375,000 | |||||||||||||||||||||||
Long-term Debt, Current Maturities, Total | 250,000 | ||||||||||||||||||||||||
JR Term Loan [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 9,000,000 | ||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | five year term loan | ||||||||||||||||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR plus 3.5% or Prime plus 0.50% | ||||||||||||||||||||||||
Long-term Debt, Total | 0 | 7,875,000 | |||||||||||||||||||||||
H Term Loan [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 10,000,000 | ||||||||||||||||||||||||
Debt Instrument, Maturity Date, Description | five year term loan | ||||||||||||||||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR plus 3.50% or Prime rate plus 0.50% | ||||||||||||||||||||||||
Long-term Debt, Total | 0 | 10,000,000 | |||||||||||||||||||||||
Ripka Seller Notes [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | 600,000 | ||||||||||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 7.33% | ||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 6,000,000 | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 1,835,000 | ||||||||||||||||||||||||
Imputed Annual Interest Rate | 7.33% | ||||||||||||||||||||||||
Initial Outstanding Value of Long-term Debt or Borrowing | $ 4,165,000 | ||||||||||||||||||||||||
Other Notes Payable, Noncurrent | 504,000 | 469,000 | |||||||||||||||||||||||
Interest Expense, Debt | $ 36,000 | 105,000 | |||||||||||||||||||||||
Proceeds from (Repayments of) Other Long-term Debt | 2,400,000 | ||||||||||||||||||||||||
Long-term Debt, Total | $ 2,240,000 | ||||||||||||||||||||||||
Floor Price Per Share for Conversion of Debt | $ / shares | $ 7 | ||||||||||||||||||||||||
Repayments of Long-term Debt, Total | 3,000,000 | $ 3,000,000 | |||||||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 3,000,000 | 2,400,000 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment | $ 75,000 | ||||||||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 333,334 | 266,667 | |||||||||||||||||||||||
Prepayment Of Long Term Debt Fair Value | $ 2,400,000 | 1,790,000 | |||||||||||||||||||||||
Ripka Seller Notes [Member] | Period One [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Gains (Losses) on Extinguishment of Debt | 610,000 | ||||||||||||||||||||||||
Ripka Seller Notes [Member] | Period Two [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Gains (Losses) on Extinguishment of Debt | 760,000 | ||||||||||||||||||||||||
Xcel Term Loan [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.10% | ||||||||||||||||||||||||
Maximum Capital Expenditures of Guarantor and its Subsidiaries | $ 2,650,000 | ||||||||||||||||||||||||
Minimum Fixed Charge Ratio, Start Range | 1.20 | 1.20 | |||||||||||||||||||||||
Minimum Fixed Charge Ratio, End Range | 1 | 1 | |||||||||||||||||||||||
Minimum Liquidity Covenants | $ 5,000,000 | ||||||||||||||||||||||||
Minimum Net Worth Required for Compliance | 90,000,000 | ||||||||||||||||||||||||
Long-term Debt, Total | 25,250,000 | 0 | |||||||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 27,875,000 | ||||||||||||||||||||||||
Payments of Financing Costs, Total | $ 199,000 | 47,000 | |||||||||||||||||||||||
Deferred Finance Costs, Net | $ 466,000 | ||||||||||||||||||||||||
Interest Expense | 1,333,000 | 1,220,000 | |||||||||||||||||||||||
Xcel Term Loan [Member] | Scenario, Forecast [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Maximum Capital Expenditures of Guarantor and its Subsidiaries | $ 700,000 | ||||||||||||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | 9,000,000 | ||||||||||||||||||||||||
Debt Instrument, Increase (Decrease) in Periodic Payment, Principal | $ (1,000,000) | $ 1,000,000 | |||||||||||||||||||||||
QVC Earn-Out [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Earn Out Payments | 250,000 | ||||||||||||||||||||||||
Royalty Revenue, Total | $ 2,500,000 | ||||||||||||||||||||||||
C Wonder Earn-Out [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Earn Out Payments | 2,850,000 | ||||||||||||||||||||||||
Loans Payable [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Long-term Debt, Current Maturities, Total | 5,000,000 | 4,000,000 | |||||||||||||||||||||||
IM Ready Made LLC [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Repayment Of Contingent Obligation | $ 250,000 | ||||||||||||||||||||||||
Long-term Debt, Total | 3,627,000 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | shares | 290,473 | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 2,510,000 | ||||||||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2019 | ||||||||||||||||||||||||
Earn-Out Obligation [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Royalty Earn Out Value | 7,500,000 | ||||||||||||||||||||||||
Gain on Reduction of Contingent Obligations | $ 3,000,000 | ||||||||||||||||||||||||
Earn-Out Obligation | 7,500,000 | ||||||||||||||||||||||||
QVC Inc [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Business Acquisitions, Net Royalty Income | $ 2,760,000 | 2,760,000 | |||||||||||||||||||||||
Royalty Revenue, Total | $ 2,500,000 | ||||||||||||||||||||||||
Ripka Earn-Out [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Royalty Earn Out Value | 5,000,000 | ||||||||||||||||||||||||
Earn Out Payments | 3,050,000 | 6,880,000 | |||||||||||||||||||||||
Royalty Revenue, Total | 1,000,000 | ||||||||||||||||||||||||
Long-term Debt, Total | $ 3,780,000 | ||||||||||||||||||||||||
Floor Price Per Share for Conversion of Debt | $ / shares | $ 7 | ||||||||||||||||||||||||
Decrease In Maximum Amount of Earn-Out Consideration | $ 380,000 | ||||||||||||||||||||||||
Earn-Out Consideration Payable in Cash | $ 180,000 | ||||||||||||||||||||||||
Ripka Earn-Out [Member] | Scenario, Forecast [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Long-term Debt, Principal Payments | $ 200,000 | ||||||||||||||||||||||||
Earn-Out Consideration Payable in Cash | $ 100,000 | $ 100,000 | |||||||||||||||||||||||
Royalty Income, Nonoperating | $ 6,000,000 | $ 6,000,000 | |||||||||||||||||||||||
IM Seller Notes [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Debt Instrument, Face Amount | $ 7,377,000 | ||||||||||||||||||||||||
Stated Interest Rate on Note Payable | 0.25% | ||||||||||||||||||||||||
Subordinated Borrowing, Interest Rate | 9.25% | ||||||||||||||||||||||||
Debt Instrument, Unamortized Discount | $ 1,740,000 | ||||||||||||||||||||||||
Unamortization of Debt Discount (Premium) | $ 210,000 | 301,000 | |||||||||||||||||||||||
Imputed Annual Interest Rate | 9.00% | ||||||||||||||||||||||||
Initial Outstanding Value of Long-term Debt or Borrowing | $ 5,637,000 | ||||||||||||||||||||||||
Initial Prepaid Interest | $ 123,000 | ||||||||||||||||||||||||
Other Notes Payable, Noncurrent | 3,627,000 | 4,918,000 | |||||||||||||||||||||||
Exercise Price of Common Stock | $ / shares | $ 4.50 | ||||||||||||||||||||||||
Interest Expense, Debt | 230,000 | 315,000 | |||||||||||||||||||||||
Long-term Debt, Current Maturities, Total | $ 1,427,000 | $ 4,918,000 | |||||||||||||||||||||||
Debt Instrument Amended Description | (1) revise the maturity date to March 31, 2019, (2) require six semi-annual principal and interest installment payments of $750,000, commencing on September 30, 2016 and ending on March 31, 2019, (3) revise the stated interest rate to 2.236% per annum, (4) allow for optional prepayments at any time at the Companys discretion without premium or penalty, and (5) require that all payments of principal and interest be made in cash. Management assessed and determined that this amendment represented a debt modification and, accordingly, no gain or loss was recorded. | ||||||||||||||||||||||||
Ms. Ripka Seller Note One [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | 2,400,000 | ||||||||||||||||||||||||
Ms. Ripka Seller Note One [Member] | Ripka Seller Notes [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Proceeds from (Repayments of) Other Long-term Debt | 2,400,000 | ||||||||||||||||||||||||
Ms. Ripka Seller Note Two [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 600,000 | ||||||||||||||||||||||||
Judith Ripka Brand [Member] | |||||||||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||||||||
Gain on Reduction of Contingent Obligations | $ 3,410,000 | ||||||||||||||||||||||||
Business Combination, Contingent Consideration, Liability | $ 380,000 | $ 3,780,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding, Beginning Balance | 379,500 | |
Number of Options, Granted | 2,606,500 | |
Number of Options, Canceled | 0 | |
Number of Options, Exercised | (13,000) | |
Number of Options, Expired/Forfeited | (537,000) | |
Number of Options, Outstanding, Ending Balance | 2,436,000 | 379,500 |
Number of Options, Exercisable at December 31, 2016 | 141,333 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 5.50 | |
Weighted-Average Exercise Price, Granted | 6.05 | |
Weighted-Average Exercise Price Canceled | 0 | |
Weighted-Average Exercise Price, Exercised | 3.08 | |
Weighted-Average Exercise Price, Expired/Forfeited | 6.02 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | 5.98 | $ 5.50 |
Weighted-Average Exercise Price, Exercisable at December 31, 2016 | $ 7.03 | |
Weighted Average Remaining Contractual Life (in years) | 4 years 4 months 17 days | 1 year 8 months 16 days |
Exercisable Weighted Average Remaining Contractual Life (in years) | 2 years 10 months 2 days | |
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 1,174,000 |
Aggregate Intrinsic Value, Exercisable | $ 0 |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - Equity Option [Member] | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected Volatility | ||
Expected Volatility Rate, Minimum | 33.25% | |
Expected Volatility Rate, Maximum | 34.85% | |
Expected Dividend Yield | 0.00% | |
Expected Life (Term) | 0 years | |
Risk-Free Interest Rate | ||
Risk-Free Interest Rate, Minimum | 0.91% | |
Risk-Free Interest Rate, Maximum | 1.21% | |
Minimum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected Life (Term) | 3 years 3 months | |
Maximum [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Expected Life (Term) | 5 years 3 months 25 days |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Number of Options | |
Granted | 2,606,500 |
Employee Stock Option [Member] | |
Number of Options | |
Beginning Balance | 47,500 |
Granted | 2,606,500 |
Vested | (80,833) |
Forfeited or Canceled | (278,500) |
Ending Balance | 2,294,667 |
Weighted Average Grant Date Fair Value | |
Beginning Balance | $ / shares | $ 1.43 |
Granted | $ / shares | 1.43 |
Vested | $ / shares | 1.19 |
Forfeited or Canceled | $ / shares | 1.43 |
Ending Balance | $ / shares | $ 1.39 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - USD ($) | 1 Months Ended | 12 Months Ended | |
Jan. 24, 2017 | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Warrants, Outstanding, Beginning Balance | 1,966,743 | 2,219,543 | |
Number of Warrants, Granted | 0 | 0 | |
Number of Warrants, Canceled | 0 | ||
Number of Warrants, Exercised | (218,000) | ||
Number of Warrants, Expired/Forfeited | (34,800) | ||
Number of Warrants, Outstanding, Ending Balance | 1,966,743 | 2,219,543 | |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 6.76 | $ 6.07 | |
Weighted-Average Exercise Price, Granted | 0 | ||
Weighted-Average Exercise Price, Canceled | 0 | ||
Weighted-Average Exercise Price, Exercised | 0.01 | ||
Weighted-Average Exercise Price, Expired/Forfeited | 5.14 | ||
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ 6.76 | $ 6.07 | |
Weighted Average Remaining Contractual Life (in Years) | 2 years 9 months 22 days | 3 years 2 months 23 days | |
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 3,168,000 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - Restricted Stock [Member] | 12 Months Ended |
Dec. 31, 2016$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Restricted Shares, Outstanding, Beginning Balance | shares | 3,530,485 |
Number of Restricted Shares, Granted | shares | 273,243 |
Number of Restricted Shares, Canceled | shares | 0 |
Number of Restricted Shares, Vested | shares | (619,768) |
Number of Restricted Shares, Expired/Forfeited | shares | (12,275) |
Number of Restricted Shares, Outstanding, Ending Balance | shares | 3,171,685 |
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ / shares | $ 4.95 |
Weighted-Average Grant Date Fair Value, Granted | $ / shares | 5.78 |
Weighted-Average Grant Date Fair Value, Canceled | $ / shares | 0 |
Weighted-Average Grant Date Fair Value, Vested | $ / shares | 4.40 |
Weighted-Average Grant Date Fair Value, Expired/Forfeited | $ / shares | 8.66 |
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ / shares | $ 5.12 |
Stockholders' Equity (Details 5
Stockholders' Equity (Details 5) - USD ($) | 1 Months Ended | 12 Months Ended | |||||||||||||
Dec. 31, 2016 | [1] | Nov. 30, 2016 | [1] | Sep. 30, 2016 | [1] | Mar. 31, 2016 | [1] | Dec. 17, 2015 | [2] | Dec. 16, 2015 | Sep. 30, 2015 | [1] | Dec. 31, 2016 | Dec. 31, 2015 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Total Number of Shares Purchased | 5,000 | ||||||||||||||
Restricted Stock [Member] | |||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||
Total Number of Shares Purchased | 32,928 | 10,650 | 182,100 | 52,000 | 5,000 | 82,825 | 277,678 | 87,825 | |||||||
Average Price Paid per Share (in dollars per share) | $ 5.05 | $ 4.95 | $ 4.99 | $ 5.80 | $ 7.25 | $ 8.59 | $ 5.15 | $ 8.51 | |||||||
Number of Shares Purchased as Part of Publically Announced Plan | 0 | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |||||||
Fair value of re-purchased shares | $ 166,000 | $ 53,000 | $ 909,000 | $ 301,000 | $ 36,000 | $ 711,000 | $ 1,429,000 | $ 747,000 | |||||||
[1] | The shares repurchased were acquired from employees and directors in connection with the settlement of income tax withholding obligations on behalf of such employees and directors from the vesting of restricted stock. | ||||||||||||||
[2] | See Note 13, Related Party Transactions. |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Oct. 01, 2016 | Aug. 11, 2016 | Mar. 01, 2016 | Aug. 05, 2015 | Jun. 03, 2015 | Jan. 24, 2017 | Oct. 31, 2016 | Mar. 31, 2016 | Jul. 31, 2015 | May 19, 2015 | Apr. 30, 2015 | Jan. 31, 2015 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 13, 2016 | Jun. 30, 2016 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | 0 | 0 | ||||||||||||||
Stock Issued During Period, Value, New Issues | $ 16,107,000 | |||||||||||||||
Common Stock, Shares Authorized | 35,000,000 | 35,000,000 | ||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | ||||||||||||||
Capital Stock, Authorized | 36,000,000 | |||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 2,606,500 | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 6.05 | |||||||||||||||
Equity Option [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Allocated Share-based Compensation Expense | $ 863,000 | $ 66,000 | ||||||||||||||
IPO [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Shares Issued, Price Per Share | $ 9 | |||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,800,000 | |||||||||||||||
Stock Issued During Period, Value, New Issues | $ 16,200,000 | |||||||||||||||
Payments of Stock Issuance Costs | $ 2,011,000 | |||||||||||||||
Underwriters Exercised Option To Purchase Common Stock | 213,128 | |||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 270,000 | |||||||||||||||
Proceeds from Stock Options Exercised | $ 1,918,000 | |||||||||||||||
Management [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 100,000 | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 7 | |||||||||||||||
Non Management Directors [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 25,000 | 150,000 | ||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.15 | $ 5.80 | ||||||||||||||
Non Management Directors [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | 50.00% | ||||||||||||||
Non Management Directors [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||
Director [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 150,000 | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5 | |||||||||||||||
Director [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||
Director [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||
Executives Nonexecutive Management And Employees [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 1,671,500 | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.80 | |||||||||||||||
Key Employees [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 500,000 | |||||||||||||||
Key Employees [Member] | Exercise Price One [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 100,000 | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.80 | |||||||||||||||
Key Employees [Member] | Exercise Price Two [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 400,000 | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 7.50 | |||||||||||||||
Non-Executive Management [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 10,000 | |||||||||||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.99 | |||||||||||||||
Employee Stock Option [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 2,490,000 | |||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 5 months 23 days | |||||||||||||||
Restricted Stock [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Allocated Share-based Compensation Expense | $ 3,864,000 | $ 4,574,000 | ||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 2,046,000 | |||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 6 months 11 days | |||||||||||||||
Restricted Stock [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||
Restricted Stock [Member] | Management [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 4 years | |||||||||||||||
Restricted Stock [Member] | Management [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||||||||
Restricted Stock [Member] | Management [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||||||||
Restricted Stock [Member] | Management [Member] | Share-based Compensation Award, Tranche Three [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||||||||
Restricted Stock [Member] | Management [Member] | Share-based Compensation Award Tranche Four [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 25.00% | |||||||||||||||
Restricted Stock [Member] | Non Executive Employees [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||
Restricted Stock [Member] | Non Executive Employees [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||
Restricted Stock [Member] | Non Management Directors [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | 2 years | ||||||||||||||
Restricted Stock [Member] | Non Management Directors [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | 33.33% | 50.00% | 50.00% | ||||||||||||
Restricted Stock [Member] | Non Management Directors [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | 33.33% | 50.00% | 50.00% | ||||||||||||
Restricted Stock [Member] | Non Management Directors [Member] | Share-based Compensation Award, Tranche Three [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 33.33% | |||||||||||||||
Restricted Stock [Member] | Executive Officer [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 3 years | |||||||||||||||
Restricted Stock [Member] | Officers And Employees [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||
Restricted Stock [Member] | Key Employees [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 6 months | |||||||||||||||
Restricted Stock [Member] | Employees [Member] | Share-based Compensation Award, Tranche One [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||
Restricted Stock [Member] | Employees [Member] | Share-based Compensation Award, Tranche Two [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | |||||||||||||||
2011 Equity Incentive Plan [Member] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Number of Shares Available for Grant | 6,127,841 | 10,000,000 | 5,000,000 | |||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 10,530,584 | |||||||||||||||
Common Stock, Eligible for Issuance | 13,000,000 | 8,000,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Earnings Per Share Basic And Diluted [Line Items] | ||
Basic | 18,625,670 | 16,151,163 |
Diluted | 19,044,749 | 17,223,240 |
Employee Stock Option [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Effect of exercise of options and Warrants | 4,948 | 125,175 |
Warrant [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Effect of exercise of options and Warrants | 414,131 | 946,902 |
Earnings Per Share (Details 1)
Earnings Per Share (Details 1) - shares | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Employee Stock Option [Member] | Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options and warrants | 3,063,000 | 750,000 |
Commitments and Contingencies56
Commitments and Contingencies (Details) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies [Line Items] | |
2,017 | $ 1,605 |
2,018 | 2,311 |
2,019 | 2,393 |
2,020 | 2,423 |
2,021 | 2,577 |
Thereafter | 9,234 |
Total future noncancelable minimum lease payments | $ 20,543 |
Commitments and Contingencies57
Commitments and Contingencies (Details 1) $ in Thousands | Dec. 31, 2016USD ($) |
Commitments and Contingencies [Line Items] | |
2,017 | $ 5,100 |
2,018 | 2,589 |
Thereafter | 2,403 |
Total future minimum employment contract payments | $ 10,092 |
Commitments and Contingencies58
Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Commitments and Contingencies [Line Items] | ||
Operating Leases, Rent Expense | $ 1,633,000 | $ 919,000 |
Operating Leases, Income Statement, Sublease Revenue | 369,000 | $ 0 |
Severance Costs | 8,700,000 | |
Letters of Credit | $ 1,109,000 | |
Operating Leases Sublease Term | Feb. 27, 2022 | |
Sublease Agreements [Member] | ||
Commitments and Contingencies [Line Items] | ||
Operating Leases, Future Minimum Payments Receivable | $ 1,518,000 | |
Main Headquarters Lease [Member] | ||
Commitments and Contingencies [Line Items] | ||
Lease Expiration Date | Oct. 30, 2027 | |
Office Space Lease [Member] | ||
Commitments and Contingencies [Line Items] | ||
Lease Expiration Date | Feb. 28, 2022 |
Facility Exit Costs (Details)
Facility Exit Costs (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Accretion | $ 648 | $ 0 |
Facility Exit Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Balance as of January 1, 2016 | 0 | |
Non-cash costs incurred and charged to expense | 648 | |
Transfers of previously-recognized deferred balance sheet amounts related to lease | 333 | |
Cash payments, net | (209) | |
Accretion | 11 | |
Balance as of December 31, 2016 | $ 783 | $ 0 |
Facility Exit Costs (Details Te
Facility Exit Costs (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Restructuring Cost and Reserve [Line Items] | ||
Restructuring Charges | $ 670,000 | $ 0 |
Facility Exit Costs [Member] | ||
Restructuring Cost and Reserve [Line Items] | ||
Cash Cost Related To Exit From Former Office | 15,000 | |
Restructuring and Related Cost, Incurred Cost | 648,000 | |
Gain (Loss) on Disposition of Property Plant Equipment | 7,000 | |
Restructuring Charges | 670,000 | |
Restructuring Reserve | 783,000 | $ 0 |
Restructuring Reserve, Current | 160,000 | |
Restructuring Reserve, Noncurrent | $ 623,000 | |
Facility Exit Costs Payable period | approximately 5 years, through February 2022 |
Income Taxes (Details)
Income Taxes (Details) - USD ($) $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Current: | ||
Federal | $ (57) | $ 637 |
State and local | 204 | 219 |
Total current | 147 | 856 |
Deferred: | ||
Federal | 6 | (611) |
State and local | 162 | (89) |
Total deferred | 168 | (700) |
Total provision | $ 315 | $ 156 |
Income Taxes (Details 1)
Income Taxes (Details 1) | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Effective Income Tax Rate Reconciliation [Line Items] | ||
U.S. statutory federal rate | 34.00% | 34.00% |
State and local rate, net of federal tax | 10.45% | 1.92% |
Gain on reduction of contingent obligation | (38.40%) | (33.98%) |
Stock compensation | (7.31%) | 0.00% |
Excess compensation deduction | 11.03% | 0.00% |
Foreign tax credits | (0.94%) | 0.58% |
Life insurance | 2.04% | 2.10% |
Other permanent differences | (0.41%) | 0.61% |
Income tax provision | 10.46% | 5.23% |
Income Taxes (Details 2)
Income Taxes (Details 2) - USD ($) $ in Thousands | Dec. 31, 2016 | Dec. 31, 2015 |
Deferred tax assets | ||
Stock-based compensation | $ 7,337 | $ 6,146 |
Federal, state and local net operating loss carryforwards | 407 | 0 |
Property and equipment | 0 | 341 |
Accrued compensation and other accrued expenses | 1,694 | 708 |
Basis difference arising from discounted note payable | 611 | 546 |
Foreign tax credit | 63 | 0 |
Charitable contribution carryover | 54 | 17 |
Other | 9 | 8 |
Total deferred tax assets | 10,175 | 7,766 |
Deferred tax liabilities | ||
Property and equipment | (39) | 0 |
Basis difference arising from intangible assets of acquisition | (17,037) | (14,515) |
Total deferred tax liabilities | (17,076) | (14,515) |
Net deferred tax liabilities | $ (6,901) | $ (6,749) |
Income Tax (Details Textual)
Income Tax (Details Textual) - USD ($) $ in Millions | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Taxes [Line Items] | ||
Gain On Reduction Of Contingent Obligations | $ 3.4 | $ 3 |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) $ / shares in Units, $ in Thousands | 12 Months Ended | |
Dec. 31, 2016 | Dec. 31, 2015 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||
Net sales | $ 0 | $ 287 |
Cost of sales | 0 | (221) |
Operating expenses | 0 | (268) |
Gain (loss) from disposal of discontinued operations | 52 | (273) |
Income tax (provision) benefit | (18) | 203 |
Income (loss) from discontinued operations, net | $ 34 | $ (272) |
Earnings (loss) per share from discontinued operations, net: | ||
Basic (in dollars per share) | $ 0 | $ (0.02) |
Diluted (in dollars per share) | $ 0 | $ (0.02) |
Weighted average shares outstanding: | ||
Basic (in shares) | 18,625,670 | 16,151,163 |
Diluted (in shares) | 19,044,749 | 17,223,240 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Dec. 16, 2015 | Dec. 22, 2014 | Jul. 10, 2012 | Sep. 29, 2011 | Dec. 31, 2016 | Dec. 31, 2015 | Sep. 01, 2015 | |
Related Party Transaction [Line Items] | |||||||
Stock Repurchased During Period, Shares | 5,000 | ||||||
Share Price | $ 7.25 | ||||||
Licensing Agreements [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Operating Leases, Future Minimum Payments Receivable, in January 31, 2017 | $ 190,000 | ||||||
Operating Leases, Future Minimum Payments Receivable, in January 31, 2018 | 750,000 | ||||||
Operating Leases, Future Minimum Payments Receivable, in January 31, 2019 | 750,000 | ||||||
Operating Leases, Future Minimum Payments Receivable, in January 31, 2020 | 1,500,000 | ||||||
Operating Leases, Future Minimum Payments Receivable, in January 31, 2021 | $ 1,750,000 | ||||||
License Expiration Date | Dec. 31, 2019 | ||||||
Percentage Of Royalties | 50.00% | ||||||
Todd Slater [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Commission Rate to Related Party | 15.00% | 15.00% | |||||
Fees Earned Separate from Buy Out Payment | $ 32,000 | ||||||
Related Party Transaction, Amounts of Transaction | $ 163,000 | ||||||
Adam Dweck [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Fees Earned Separate from Buy Out Payment | $ 1,000 | 14,000 | |||||
Jones Texas, Inc [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Consulting Fees For Period | 75,000 | ||||||
C Wonder Assets [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Consulting Fees For Period | 75,000 | ||||||
Business Acquisition, Payment Of Fees And Commission | $ 240,000 | ||||||
Benjamin Malka [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Equity Method Investment, Ownership Percentage | 25.00% | ||||||
Lord & Taylor [Member] | |||||||
Related Party Transaction [Line Items] | |||||||
Royalty Expense | $ 1,000,000 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | 1 Months Ended | 12 Months Ended | |||||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 24, 2017 | Dec. 31, 2016 | Oct. 31, 2017 | Jul. 31, 2017 | Apr. 30, 2017 | |
Subsequent Event [Line Items] | |||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 2,606,500 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 6.05 | ||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | 0 | 0 | |||||
Scenario, Forecast [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Management Fee Payable | $ 75,000 | $ 75,000 | $ 75,000 | $ 75,000 | |||
Subsequent Event [Member] | |||||||
Subsequent Event [Line Items] | |||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Grants In Period, Gross | 500,000 | ||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Expiration Period | 5 years | ||||||
Consulting Fees, Forfeiture | 150,000 | ||||||
Management Fee Payable | $ 300,000 | ||||||
Consulting Agreement Term | 2 years | ||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Equity Instruments Other Than Options, Grants In Period | 78,334 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Subject to Vesting on Each Anniversary | 100,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 39,167 | 39,167 | |||||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 25,000 |