Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2017 | May 05, 2017 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2017 | |
Document Fiscal Year Focus | 2,017 | |
Document Fiscal Period Focus | Q1 | |
Entity Registrant Name | XCel Brands, Inc. | |
Entity Central Index Key | 1,083,220 | |
Current Fiscal Year End Date | --12-31 | |
Entity Filer Category | Smaller Reporting Company | |
Trading Symbol | XELB | |
Entity Common Stock, Shares Outstanding | 18,447,692 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Current Assets: | ||
Cash and cash equivalents | $ 10,201 | $ 14,127 |
Accounts receivable, net | 8,706 | 6,969 |
Prepaid expenses and other current assets | 887 | 807 |
Total current assets | 19,794 | 21,903 |
Property and equipment, net | 2,624 | 2,600 |
Trademarks and other intangibles, net | 110,955 | 111,220 |
Goodwill | 12,371 | 12,371 |
Restricted cash | 1,509 | 1,509 |
Other assets | 1,514 | 1,517 |
Total non-current assets | 128,973 | 129,217 |
Total Assets | 148,767 | 151,120 |
Current Liabilities: | ||
Accounts payable, accrued expenses and other current liabilities | 2,228 | 1,523 |
Accrued payroll | 833 | 2,185 |
Deferred revenue | 75 | 234 |
Current portion of long-term debt | 6,193 | 6,427 |
Total current liabilities | 9,329 | 10,369 |
Long-Term Liabilities: | ||
Long-term debt, less current portion | 23,817 | 25,495 |
Deferred tax liabilities, net | 7,357 | 6,901 |
Other long-term liabilities | 2,202 | 2,181 |
Total long-term liabilities | 33,376 | 34,577 |
Total Liabilities | 42,705 | 44,946 |
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 March 31, 2017 and December 31, 2016, and 18,447,692 and 18,644,982 issued and outstanding at March 31, 2017 and December 31, 2016, respectively | 18 | 19 |
Paid-in capital | 97,642 | 97,354 |
Retained earnings | 8,402 | 8,801 |
Total Stockholders' Equity | 106,062 | 106,174 |
Total Liabilities and Stockholders' Equity | $ 148,767 | $ 151,120 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2017 | Dec. 31, 2016 |
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 | 18,447,692 | 18,644,982 |
Common stock, shares outstanding | 18,447,692 | 18,644,982 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Revenues | ||
Net revenues | $ 8,430 | $ 8,361 |
Operating costs and expenses | ||
Salaries, benefits and employment taxes | 4,367 | 4,210 |
Other design and marketing costs | 871 | 829 |
Other selling, general and administrative expenses | 1,280 | 1,345 |
Stock-based compensation | 1,083 | 1,212 |
Depreciation and amortization | 394 | 426 |
Total operating costs and expenses | 7,995 | 8,022 |
Operating income | ||
Operating income | 435 | 339 |
Interest and finance expense | ||
Interest expense - term debt | 328 | 311 |
Other interest and finance charges | 50 | 124 |
Total interest and finance expense | 378 | 435 |
Income (loss) before income taxes | 57 | (96) |
Income tax provision (benefit) | 456 | (51) |
Net loss | $ (399) | $ (45) |
Basic and diluted loss per share: | ||
Basic and diluted net loss per share | $ (0.02) | $ 0 |
Basic and diluted weighted average common shares outstanding (in shares) | 18,674,943 | 18,458,748 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Cash flows from operating activities | ||
Net loss | $ (399) | $ (45) |
Adjustments to reconcile net loss to net cash used in operating activities: | ||
Depreciation and amortization expense | 394 | 426 |
Amortization of deferred finance costs | 50 | 46 |
Stock-based compensation | 1,083 | 1,212 |
Amortization of note discount | 9 | 80 |
Deferred income tax provision (benefit) | 456 | (51) |
Changes in operating assets and liabilities: | ||
Accounts receivable | (1,737) | (1,534) |
Prepaid expenses and other assets | (83) | (66) |
Accounts payable, accrued expenses and other current liabilities | (647) | (1,110) |
Deferred revenue | (159) | (557) |
Other liabilities | 21 | 297 |
Net cash used in operating activities | (1,012) | (1,302) |
Cash flows from investing activities | ||
Cost to acquire intangible assets | (18) | 0 |
Purchase of property and equipment | (135) | (246) |
Net cash used in investing activities | (153) | (246) |
Cash flows from financing activities | ||
Proceeds from exercise of stock options and warrants | 0 | 20 |
Shares repurchased including vested restricted stock in exchange for withholding taxes | (795) | (302) |
Payment of deferred finance costs | (7) | (69) |
Payment of long-term debt | (1,959) | (2,125) |
Payment of earn-out obligations | 0 | (250) |
Net cash used in financing activities | (2,761) | (2,726) |
Net decrease in cash, cash equivalents, and restricted cash | (3,926) | (4,274) |
Cash, cash equivalents, and restricted cash at beginning of period | 15,636 | 17,969 |
Cash, cash equivalents, and restricted cash at end of period | 11,710 | 13,695 |
Reconciliation to amounts on consolidated balance sheets: | ||
Cash and cash equivalents | 10,201 | 12,586 |
Restricted cash | 1,509 | 1,109 |
Total cash, cash equivalents, and restricted cash | 11,710 | 13,695 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for income taxes | 110 | 112 |
Cash paid during the period for interest | $ 370 | $ 270 |
Nature of Operations, Backgroun
Nature of Operations, Background, and Basis of Presentation | 3 Months Ended |
Mar. 31, 2017 | |
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 The accompanying condensed balance sheet as of December 31, 2016 (which has been derived from audited financial statements) and the unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Rule 10-01 of Regulation S-X promulgated by the United States Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements were prepared following the same policies and procedures used in the preparation of the audited consolidated financial statements and reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the results of operations, financial position, and cash flows of Xcel Brands, Inc. and its subsidiaries (the “Company”). The results of operations for the interim periods presented herein are not necessarily indicative of the results for the entire fiscal year or for any future interim periods. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on March 24, 2017. The Company is a media and brand management 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 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 retail sales strategy, which encompasses distribution through interactive television, the internet, and traditional brick-and-mortar retail channels. Certain reclassifications have been made to the prior period unaudited condensed consolidated financial statements to conform to the current period presentation, including: · Presentation of e-commerce gross margin within total net revenues on the condensed consolidated statements of operations. Of the $ 70,000 31,000 39,000 · Presentation of restricted cash on the condensed consolidated statements of cash flows, as a result of the early adoption of Accounting Standards Update No. 2016-18 in the fourth quarter of 2016. For further information, refer to the consolidated financial statements and footnotes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016. |
Trademarks, Goodwill and Other
Trademarks, Goodwill and Other Intangibles | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 2. Trademarks, Goodwill and Other Intangibles Trademarks and other intangibles, net consist of the following: March 31, 2017 ($ in thousands) Weighted- Gross Carrying Accumulated Net Carrying Trademarks (indefinite-lived) n/a $ 96,694 $ - $ 96,694 Trademarks (definite-lived) 15 years 15,463 1,716 13,747 Licensing agreements 4 years 2,000 2,000 - Non-compete agreement 7 years 562 181 381 Copyrights and other intellectual property 10 years 190 57 133 Total $ 114,909 $ 3,954 $ 110,955 December 31, 2016 ($ in thousands) Weighted- Gross Carrying Accumulated Net Carrying 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 Amortization expense for intangible assets was $283,000 and $282,000 for the quarter ended March 31, 2017 (the “Current Quarter”) and the quarter ended March 31, 2016 (the “Prior Year Quarter”), respectively. The trademarks related to 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 for these assets. The Company has $12.371 million of goodwill related to the 2011 acquisition of the Isaac Mizrahi business. There was no change in goodwill during the Current Quarter. |
Significant Contracts
Significant Contracts | 3 Months Ended |
Mar. 31, 2017 | |
Significant Contracts [Abstract] | |
Significant Contracts [Text Block] | 3. Significant Contracts QVC Agreements Under the Company’s agreements with QVC, QVC is required to pay the Company fees based primarily on a percentage of its net sales of Isaac Mizrahi, Ripka, H Halston, and C Wonder branded merchandise. QVC royalty revenue represents a significant portion of the Company’s total revenues. Revenues from QVC totaled $ 7.30 7.31 87 87 7.25 5.89 83 85 |
Debt
Debt | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 4. Debt March 31, December 31, ($ in thousands) 2017 2016 Xcel Term Loan $ 24,000 $ 25,250 Unamortized deferred finance costs related to term loan (472) (509) IM Seller Note 2,918 3,627 Ripka Seller Notes 514 504 Contingent obligation - JR Seller 200 200 Contingent obligation - CW Seller 2,850 2,850 Total 30,010 31,922 Current portion (i) 6,193 6,427 Long-term debt $ 23,817 $ 25,495 (i) The current portion of long-term debt as of March 31, 2017 consists of (a) $ 4.750 1.443 Xcel Term Loan On February 26, 2016, Xcel and its wholly owned subsidiaries, IM Brands, LLC, JR Licensing, LLC, H Licensing, LLC, C Wonder Licensing, LLC, Xcel Design Group, LLC, IMNY Retail Management, LLC, and IMNY E-Store, USA, LLC (each a “Guarantor” and collectively, the “Guarantors”), as Guarantors, entered into an Amended and Restated Loan and Security Agreement (the “Loan Agreement”) with Bank Hapoalim B.M. (“BHI”), as agent (the “Agent”), and the financial institutions party thereto as lenders (the “Lenders”). The Loan Agreement amended and restated the IM Term Loan, the JR Term Loan, and the H Term Loan. Pursuant to the Loan Agreement, Xcel assumed the obligations of each of IM Brands, LLC, JR Licensing, LLC, and H Licensing, LLC under the respective term loans with BHI in the aggregate principal amount of $ 27,875,000 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 1,000,000 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. ($ in thousands) Year Ending December 31, Amount of 2017 (April 1 through December 31) $ 3,750 2018 4,000 2019 4,000 2020 4,000 2021 8,250 Total $ 24,000 Under the Amended 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 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; or (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 Amended 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 Amended Loan Agreement) and, subject to certain limitations contained in the Amended Loan Agreement, equity interests of the Guarantors (as well as any subsidiary formed or acquired that becomes a credit party to the Amended 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 Amended Loan Agreement): · net worth (as defined in the Amended Loan Agreement) of at least $ 90,000,000 · liquid assets of at least $ 5,000,000 1.00 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 Amended Loan Agreement) of $ 9,000,000 The Company was in compliance with all applicable covenants as of March 31, 2017. Interest on the Xcel Term Loan accrues at a fixed rate of 5.1 308,000 310,000 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 ($ in thousands) Amount of Principal Year Ending December 31, Payment 2017 (April 1 through December 31) $ 717 2018 1,459 2019 742 Total $ 2,918 For the Current Quarter, the Company incurred interest expense of $ 20,000 72,000 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 7.00 Management determined that the Company’s expected borrowing rate was estimated to be 7.33 1,835,000 7.33 4,165,000 During 2015, the Company satisfied an aggregate $ 5,400,000 600,001 600,000 For both the Current Quarter and Prior Year Quarter, the Company incurred interest expense of approximately $ 9,000 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 $ 375,000 175,000 100,000 200,000 6,000,000 3.78 0.38 3.41 Contingent Obligations CW Seller (C Wonder Earn-Out) In connection with the purchase of the C Wonder Brand, the Company agreed to pay the seller additional consideration (the “C Wonder Earn-Out”), which would be payable, if at all, in cash or shares of common stock of the Company, at the Company’s sole discretion, after June 30, 2019, with a value based on the royalties related directly to the assets the Company acquired pursuant to the purchase agreement. The value of the earn-out shall be calculated as the positive amount, if any, of (i) two times (A) the maximum net royalties as calculated for any single twelve month period commencing on July 1 and ending on June 30 between the closing date and June 30, 2019 (each, a “Royalty Target Year”) less (B) $ 4,000,000 2.85 As of March 31, 2017 and December 31, 2016, total contingent obligations were $ 3.05 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2017 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity Note Disclosure [Text Block] | 5. Stockholders’ Equity 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 The fair value of 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, expected stock price volatility over the term of the awards, 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. 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). Forfeitures are accounted for as a reduction of compensation cost in the period when such forfeitures occur. 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. On January 1, 2017, the Company granted options to purchase an aggregate of 150,000 5.50 On January 24, 2017, the Company granted options to purchase an aggregate of 500,000 5.00 On March 31, 2017, the Company granted options to purchase an aggregate of 150,000 2.70 50 Expected Volatility 33.80 35.20 % Expected Dividend Yield 0 % Expected Life (Term) 3.25 5.42 years Risk-Free Interest Rate 1.55 2.02 % Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (in Years) Value Outstanding at January 1, 2017 2,436,000 $ 5.98 4.38 $ - Granted 800,000 4.66 Canceled - - Exercised - - Expired/Forfeited (7,000) 5.80 Outstanding at March 31, 2017, 3,229,000 $ 5.66 4.76 $ - Exercisable at March 31, 2017 811,670 $ 6.01 3.86 $ - Compensation expense related to stock options for the Current Quarter and the Prior Year Quarter was approximately $ 302,000 18,000 3,040,000 2.77 Weighted Average Number of Grant Date Options Fair Value Balance at January 1, 2017 2,294,667 $ 1.39 Granted 800,000 1.09 Vested (670,337) 1.49 Forfeited or Canceled (7,000) 1.49 Balance at March 31, 2017 2,417,330 $ 1.31 Warrants Warrants granted under the Plan expire at various times either five, seven, or ten years from the date of grant, depending on the particular grant. As of March 31, 2017 and December 31, 2016, there were 1,966,743 6.76 2.56 2.81 There were no warrants to purchase shares of common stock granted, canceled, exercised, or expired/forfeited during the Current Quarter. No compensation expense was recognized in the Current Quarter or Prior Year Quarter related to warrants. Restricted Stock On January 31, 2017, the Company issued 50,000 50,000 25,000 25,000 On March 31, 2017, the Company issued to non-management directors an aggregate of 48,000 50 50 Notwithstanding the foregoing, each executive and director 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 six months or twelve months hence, 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. Weighted Number of Average Restricted Grant Date Shares Fair Value Outstanding at January 1, 2017 3,171,685 $ 5.12 Granted 98,000 3.29 Canceled - - Vested (683,251) 4.23 Expired/Forfeited (750) 5.80 Outstanding at March 31, 2017 2,585,684 $ 5.28 Compensation expense related to restricted stock grants for the Current Quarter and Prior Year Quarter was $ 781,000 1,194,000 1,530,000 1.68 Shares Available Under the Company’s 2011 Equity Incentive Plan At March 31, 2017, there were 5,532,131 Shares Reserved for Issuance At March 31, 2017, there were 10,727,874 Dividends The Company has not paid any dividends to date. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Earnings Per Share [Text Block] | 6. Earnings Per Share Basic earnings per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Weighted-average basic shares outstanding for the three months ended March 31, 2017 and 2016 were 18,674,943 18,458,748 Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period, including stock options and warrants, using the treasury stock method. Diluted EPS excludes all potentially dilutive shares of common stock if their effect is anti-dilutive. As a result of the net loss presented for the Current Quarter and Prior Year Quarter, the Company calculated diluted earnings per share using basic weighted-average shares outstanding for those periods, as utilizing diluted shares would be anti-dilutive to loss per share. Three Months Ended March 31, 2017 2016 Stock options and warrants 5,195,743 3,266,500 |
Income Taxes
Income Taxes | 3 Months Ended |
Mar. 31, 2017 | |
Income Tax Disclosure [Abstract] | |
Income Tax Disclosure [Text Block] | 7. Income Tax The effective income tax rate for the Current Quarter and the Prior Year Quarter was approximately 800 53 456,000 (51,000) In the Current Quarter, the effective tax rate was primarily attributable to the tax impact from the vesting of restricted shares of common stock, which was treated as a discrete item for tax purposes. This item increased the effective rate by 737 29 In the Prior Year Quarter, the effective tax rate was attributable to recurring permanent differences. Based on the amount of loss before income taxes compared to the permanent differences, the effective rate increased by 19 |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2017 | |
Related Party Transactions [Abstract] | |
Related Party Transactions Disclosure [Text Block] | 8. Related Party Transactions 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 December 31, 2019 On September 1, 2015, the Company 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, the Company entered into a sublicense agreement with HIP obligating the Company to pay HIP a fee on an annual basis the greater of (i) 50 1,000,000 0.75 0.75 1.5 1.75 0.19 The Company recorded $ 9,000 34,000 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. Edward Jones, III During the Current Quarter and Prior Year Quarter, Edward Jones, III, a director of the Company, performed consulting services for and received compensation from a certain licensee of the Company. Under the terms of the Company’s agreement with this certain licensee, the licensee may supply the Company’s branded products to our 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. On January 31, 2017, the Company entered into a two-year consulting agreement (the “QTR Consulting Agreement”) with Jones Texas, Inc. (“JTI”), whose controlling shareholder is Edward Jones, III, 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 and other projects. Pursuant to the QTR Consulting Agreement, the Company issued an aggregate of 50,000 25,000 25,000 25,000 28,334 75,000 75,000 |
Facility Exit Costs
Facility Exit Costs | 3 Months Ended |
Mar. 31, 2017 | |
Restructuring and Related Activities [Abstract] | |
Restructuring and Related Activities Disclosure [Text Block] | 9. 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 The remaining balance of the exit cost liability related to the former office space was approximately $ 737,000 157,000 580,000 ($ in thousands) Balance as of January 1, 2017 $ 783 Cash payments, net (26) Adjustment to liability (revision to estimated cash flows) (25) Accretion 5 Balance as of March 31, 2017 $ 737 |
Subsequent Events
Subsequent Events | 3 Months Ended |
Mar. 31, 2017 | |
Subsequent Events [Abstract] | |
Subsequent Events [Text Block] | 10. Subsequent Events On April 28, 2017, the Company and QVC entered into an amendment to terminate the C Wonder QVC Agreement effective May 1, 2017 and commence a sell-off period. During the sell-off period, QVC remains obligated to pay royalties to the Company through January 31, 2018, and QVC retains exclusive rights with respect to C Wonder branded products for interactive television, excluding certain permitted international entities, through May 1, 2018 |
Trademarks, Goodwill and Othe16
Trademarks, Goodwill and Other Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Intangible Assets and Goodwill [Table Text Block] | Trademarks and other intangibles, net consist of the following: March 31, 2017 ($ in thousands) Weighted- Gross Carrying Accumulated Net Carrying Trademarks (indefinite-lived) n/a $ 96,694 $ - $ 96,694 Trademarks (definite-lived) 15 years 15,463 1,716 13,747 Licensing agreements 4 years 2,000 2,000 - Non-compete agreement 7 years 562 181 381 Copyrights and other intellectual property 10 years 190 57 133 Total $ 114,909 $ 3,954 $ 110,955 December 31, 2016 ($ in thousands) Weighted- Gross Carrying Accumulated Net Carrying 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 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The Company’s net carrying amount of debt is comprised of the following: March 31, December 31, ($ in thousands) 2017 2016 Xcel Term Loan $ 24,000 $ 25,250 Unamortized deferred finance costs related to term loan (472) (509) IM Seller Note 2,918 3,627 Ripka Seller Notes 514 504 Contingent obligation - JR Seller 200 200 Contingent obligation - CW Seller 2,850 2,850 Total 30,010 31,922 Current portion (i) 6,193 6,427 Long-term debt $ 23,817 $ 25,495 (i) The current portion of long-term debt as of March 31, 2017 consists of (a) $ 4.750 1.443 |
Schedule of Maturities of Long-term Debt [Table Text Block] | The aggregate remaining annual principal payments under the Amended Loan Agreement are as follows: ($ in thousands) Year Ending December 31, Amount of 2017 (April 1 through December 31) $ 3,750 2018 4,000 2019 4,000 2020 4,000 2021 8,250 Total $ 24,000 |
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 (April 1 through December 31) $ 717 2018 1,459 2019 742 Total $ 2,918 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block] | The fair values of the options granted during the Current Quarter were estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: Expected Volatility 33.80 35.20 % Expected Dividend Yield 0 % Expected Life (Term) 3.25 5.42 years Risk-Free Interest Rate 1.55 2.02 % |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company’s stock options activity for the Current Quarter is as follows: Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (in Years) Value Outstanding at January 1, 2017 2,436,000 $ 5.98 4.38 $ - Granted 800,000 4.66 Canceled - - Exercised - - Expired/Forfeited (7,000) 5.80 Outstanding at March 31, 2017, 3,229,000 $ 5.66 4.76 $ - Exercisable at March 31, 2017 811,670 $ 6.01 3.86 $ - |
Schedule of Stock Options Roll Forward [Table Text Block] | The following table summarizes the Company’s stock option activity for non-vested options for the Current Quarter: Weighted Average Number of Grant Date Options Fair Value Balance at January 1, 2017 2,294,667 $ 1.39 Granted 800,000 1.09 Vested (670,337) 1.49 Forfeited or Canceled (7,000) 1.49 Balance at March 31, 2017 2,417,330 $ 1.31 |
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 Quarter is as follows: Weighted Number of Average Restricted Grant Date Shares Fair Value Outstanding at January 1, 2017 3,171,685 $ 5.12 Granted 98,000 3.29 Canceled - - Vested (683,251) 4.23 Expired/Forfeited (750) 5.80 Outstanding at March 31, 2017 2,585,684 $ 5.28 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
Earnings Per Share [Abstract] | |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The computation of diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: Three Months Ended March 31, 2017 2016 Stock options and warrants 5,195,743 3,266,500 |
Facility Exit Costs (Tables)
Facility Exit Costs (Tables) | 3 Months Ended |
Mar. 31, 2017 | |
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 Quarter is as follows: ($ in thousands) Balance as of January 1, 2017 $ 783 Cash payments, net (26) Adjustment to liability (revision to estimated cash flows) (25) Accretion 5 Balance as of March 31, 2017 $ 737 |
Nature of Operations, Backgro21
Nature of Operations, Background, and Basis of Presentation (Details Taxtual) | 3 Months Ended |
Mar. 31, 2016USD ($) | |
Prior Period Reclassification Adjustment | $ 70,000 |
Sales Revenue, Net [Member] | |
Prior Period Reclassification Adjustment | 31,000 |
Selling, General and Administrative Expenses [Member] | |
Prior Period Reclassification Adjustment | $ 39,000 |
Trademarks, Goodwill and Othe22
Trademarks, Goodwill and Other Intangibles (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Gross Carrying Amount, Total | $ 114,909 | $ 114,891 |
Accumulated Amortization | 3,954 | 3,671 |
Net Carrying Amount, Total | $ 110,955 | $ 111,220 |
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 | 181 | 160 |
Net Carrying Amount | $ 381 | $ 402 |
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 | 57 | 52 |
Net Carrying Amount | $ 133 | $ 138 |
Trademarks [Member] | ||
Finite and Indefinite-Lived Intangible Assets [Line Items] | ||
Weighted-Average Amortization Period (Years) | 15 years | 15 years |
Gross Carrying Amount (indefinite-lived) | $ 96,694 | $ 96,676 |
Gross Carrying Amount (definite-lived) | 15,463 | 15,463 |
Accumulated Amortization | 1,716 | 1,459 |
Net Carrying Amount | 13,747 | 14,004 |
Net Carrying Amount, Total | $ 96,694 | $ 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 Othe23
Trademarks, Goodwill and Other Intangibles (Details Textual) - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | |||
Amortization of Intangible Assets | $ 283,000 | $ 282,000 | |
Goodwill | $ 12,371,000 | $ 12,371,000 |
Significant Contracts (Details
Significant Contracts (Details Textual) - Royalty Agreement With QVC [Member] - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
Business Acquisition [Line Items] | |||
Royalty Revenue | $ 7,300 | $ 7,310 | |
Revenue from Royalty, Percentage | 87.00% | 87.00% | |
Accounts Receivable, Gross | $ 7,250 | $ 5,890 | |
Accounts Receivables, Percentage | 83.00% | 85.00% |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 | |
Debt Instrument [Line Items] | |||
Unamortized deferred finance costs related to term loans | $ (472) | $ (509) | |
Total | 30,010 | 31,922 | |
Current portion | [1] | 6,193 | 6,427 |
Long-term debt | 23,817 | 25,495 | |
Xcel Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
Total | 24,000 | 25,250 | |
IM Seller Note [Member] | |||
Debt Instrument [Line Items] | |||
Seller Note | 2,918 | 3,627 | |
JR Seller [Member] | |||
Debt Instrument [Line Items] | |||
Contingent obligation - due to seller | 200 | 200 | |
Ripka Seller Notes [Member] | |||
Debt Instrument [Line Items] | |||
Seller Note | 514 | 504 | |
CW Seller [Member] | |||
Debt Instrument [Line Items] | |||
Contingent obligation - due to seller | $ 2,850 | $ 2,850 | |
[1] | The current portion of long-term debt as of March 31, 2017 consists of (a) $4.750 million related to the Xcel Term Loan and (b) $1.443 million related to the IM Seller Note. |
Debt (Details 1)
Debt (Details 1) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total | $ 30,010 | $ 31,922 |
Xcel Term Loan [Member] | ||
Debt Instrument [Line Items] | ||
2017 (April 1 through December 31) | 3,750 | |
2,018 | 4,000 | |
2,019 | 4,000 | |
2,020 | 4,000 | |
2,021 | 8,250 | |
Total | $ 24,000 | $ 25,250 |
Debt (Details 2)
Debt (Details 2) - USD ($) $ in Thousands | Mar. 31, 2017 | Dec. 31, 2016 |
Debt Instrument [Line Items] | ||
Total | $ 30,010 | $ 31,922 |
I M Ready Made L L C [Member] | ||
Debt Instrument [Line Items] | ||
2017 (April 1 through December 31) | 717 | |
2,018 | 1,459 | |
2,019 | 742 | |
Total | $ 2,918 |
Debt (Details Textual)
Debt (Details Textual) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||||||||
Dec. 21, 2016USD ($) | Sep. 19, 2016 | Feb. 26, 2016USD ($) | Dec. 24, 2013$ / shares | Sep. 29, 2011USD ($) | Mar. 31, 2017USD ($)$ / shares | Dec. 31, 2016USD ($) | Jun. 30, 2016USD ($) | Mar. 31, 2016USD ($) | Dec. 31, 2021USD ($) | Mar. 31, 2019USD ($) | Mar. 31, 2018USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($)shares | May 15, 2019USD ($) | May 15, 2018USD ($) | Dec. 31, 2014USD ($) | Apr. 03, 2014USD ($)$ / shares | |
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term Debt, Contingent Payment of Principal or Interest | the Company shall pay an early termination fee 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; or (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. | ||||||||||||||||||
Interest Expense, Debt | $ 328,000 | $ 311,000 | |||||||||||||||||
Minimum Liquidity Covenants | 3,000,000 | ||||||||||||||||||
Long-term Debt, Total | 30,010,000 | $ 31,922,000 | $ 31,922,000 | ||||||||||||||||
Repayments of Long-term Debt, Total | 1,959,000 | 2,125,000 | |||||||||||||||||
Long-term Debt, Current Maturities, Total | 6,193,000 | $ 6,427,000 | 6,427,000 | ||||||||||||||||
Ripka Seller Notes [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
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 | ||||||||||||||||||
Interest Expense, Debt | $ 9,000 | 9,000 | |||||||||||||||||
Floor Price Per Share for Conversion of Debt | $ / shares | $ 7 | ||||||||||||||||||
Repayments of Long-term Debt, Total | $ 5,400,000 | ||||||||||||||||||
Debt Conversion, Original Debt, Amount | $ 600,000 | ||||||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 600,001 | ||||||||||||||||||
Xcel Term Loan [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.10% | ||||||||||||||||||
Interest Expense, Debt | $ 308,000 | 310,000 | |||||||||||||||||
Maximum Capital Expenditures of Guarantor and its Subsidiaries | 2,650,000 | ||||||||||||||||||
Minimum Fixed Charge Ratio, Start Range | 1 | 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 | $ 90,000,000 | 90,000,000 | ||||||||||||||||
Long-term Debt, Total | 24,000,000 | 25,250,000 | 25,250,000 | ||||||||||||||||
Long-term Debt, Current Maturities, Total | 4,750,000 | ||||||||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 27,875,000 | ||||||||||||||||||
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 | |||||||||||||||||
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 | 4,000,000 | 4,000,000 | |||||||||||||||||
Ripka Earn-Out [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Royalty Earn Out Value | 5,000,000 | ||||||||||||||||||
Earn Out Payments | 3,050,000 | 3,050,000 | 3,050,000 | ||||||||||||||||
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 | $ 375,000 | ||||||||||||||||||
Earn-Out Consideration Payable in Cash | $ 175,000 | ||||||||||||||||||
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 | ||||||||||||||||||
Imputed Annual Interest Rate | 9.00% | ||||||||||||||||||
Initial Outstanding Value of Long-term Debt or Borrowing | $ 5,637,000 | ||||||||||||||||||
Initial Prepaid Interest | $ 123,000 | ||||||||||||||||||
Exercise Price of Common Stock | $ / shares | $ 4.50 | ||||||||||||||||||
Interest Expense, Debt | $ 20,000 | $ 72,000 | |||||||||||||||||
Long-term Debt, Current Maturities, Total | $ 1,443,000 | ||||||||||||||||||
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. | ||||||||||||||||||
Debt Instrument, Maturity Date | Mar. 31, 2019 | ||||||||||||||||||
Judith Ripka Brand [Member] | |||||||||||||||||||
Debt Instrument [Line Items] | |||||||||||||||||||
Gain on Reduction of Contingent Obligations | 3,410,000 | ||||||||||||||||||
Business Combination, Contingent Consideration, Liability | $ 380,000 | $ 380,000 | $ 3,780,000 |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 3 Months Ended |
Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected Volatility Rate, Minimum | 33.80% |
Expected Volatility Rate, Maximum | 35.20% |
Expected Dividend Yield | 0.00% |
Risk-Free Interest Rate, Minimum | 1.55% |
Risk-Free Interest Rate, Maximum | 2.02% |
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 5 months 1 day |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2017 | Dec. 31, 2016 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding, Beginning Balance | 2,436,000 | |
Number of Options, Granted | 800,000 | |
Number of Options, Canceled | 0 | |
Number of Options, Exercised | 0 | |
Number of Options, Expired/Forfeited | (7,000) | |
Number of Options, Outstanding, Ending Balance | 3,229,000 | 2,436,000 |
Number of Options, Exercisable at December 31, 2016 | 811,670 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 5.98 | |
Weighted-Average Exercise Price, Granted | 4.66 | |
Weighted-Average Exercise Price Canceled | 0 | |
Weighted-Average Exercise Price, Exercised | 0 | |
Weighted-Average Exercise Price, Expired/Forfeited | 5.8 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | 5.66 | $ 5.98 |
Weighted-Average Exercise Price, Exercisable at December 31, 2016 | $ 6.01 | |
Weighted Average Remaining Contractual Life (in years) | 4 years 9 months 4 days | 4 years 4 months 17 days |
Exercisable Weighted Average Remaining Contractual Life (in years) | 3 years 10 months 10 days | |
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 |
Aggregate Intrinsic Value, Exercisable | $ 0 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) | 3 Months Ended |
Mar. 31, 2017$ / sharesshares | |
Number of Options | |
Granted | 800,000 |
Employee Stock Option [Member] | |
Number of Options | |
Beginning Balance | 2,294,667 |
Granted | 800,000 |
Vested | (670,337) |
Forfeited or Canceled | (7,000) |
Ending Balance | 2,417,330 |
Weighted Average Grant Date Fair Value | |
Beginning Balance | $ / shares | $ 1.39 |
Granted | $ / shares | 1.09 |
Vested | $ / shares | 1.49 |
Forfeited or Canceled | $ / shares | 1.49 |
Ending Balance | $ / shares | $ 1.31 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - Restricted Stock [Member] - $ / shares | 1 Months Ended | 3 Months Ended | |
Jan. 31, 2018 | Jan. 31, 2017 | Mar. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Number of Restricted Shares, Outstanding, Beginning Balance | 3,171,685 | 3,171,685 | |
Number of Restricted Shares, Granted | 50,000 | 98,000 | |
Number of Restricted Shares, Canceled | 0 | ||
Number of Restricted Shares, Vested | 25,000 | (683,251) | |
Number of Restricted Shares, Expired/Forfeited | (750) | ||
Number of Restricted Shares, Outstanding, Ending Balance | 2,585,684 | ||
Weighted-Average Exercise Price, Outstanding, Beginning Balance | $ 5.12 | $ 5.12 | |
Weighted-Average Grant Date Fair Value, Granted | 3.29 | ||
Weighted-Average Grant Date Fair Value, Canceled | 0 | ||
Weighted-Average Grant Date Fair Value, Vested | 4.23 | ||
Weighted-Average Grant Date Fair Value, Expired/Forfeited | 5.8 | ||
Weighted-Average Exercise Price, Outstanding, Ending Balance | $ 5.28 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | |||||
Mar. 31, 2019 | Mar. 31, 2018 | Mar. 31, 2017 | Jan. 31, 2017 | Jan. 24, 2017 | Mar. 31, 2017 | Mar. 31, 2016 | Dec. 31, 2016 | |
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 | 800,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 4.66 | |||||||
Equity Option [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Allocated Share-based Compensation Expense | $ 302,000 | $ 18,000 | ||||||
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 | 150,000 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 2.70 | |||||||
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% | |||||||
Executive Officer [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 | |||||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5 | |||||||
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 | $ 3,040,000 | $ 3,040,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 9 months 7 days | |||||||
Restricted Stock [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Allocated Share-based Compensation Expense | $ 781,000 | $ 1,194,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 1,530,000 | $ 1,530,000 | ||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 8 months 5 days | |||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Non-Option Equity Instruments, Granted | 50,000 | 98,000 | ||||||
Restricted Stock [Member] | Non Management Directors [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 48,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 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% | 50.00% | ||||||
Restricted Stock [Member] | Director [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 50,000 | |||||||
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 | 5,532,131 | 5,532,131 | ||||||
Common Stock, Capital Shares Reserved for Future Issuance | 10,727,874 | 10,727,874 | ||||||
Common Stock, Eligible for Issuance | 13,000,000 | 13,000,000 | ||||||
Warrants [Member] | ||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Share Based Compensation Arrangement By Share Based Payment Award Equity Instruments Warrants Outstanding Number | 1,966,743 | 1,966,743 | 1,966,743 | |||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Weighted Average Exercise Price | $ 6.76 | $ 6.76 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Outstanding, Weighted Average Remaining Contractual Terms | 2 years 6 months 22 days | 2 years 9 months 22 days |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Employee Stock Option [Member] | Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options and warrants | 5,195,743 | 3,266,500 |
Earnings Per Share (Details Tex
Earnings Per Share (Details Textual) - shares | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Weighted Average Number of Shares Outstanding, Basic | 18,674,943 | 18,458,748 |
Income Tax (Details Textual)
Income Tax (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2017 | Mar. 31, 2016 | |
Income Taxes [Line Items] | ||
Effective Income Tax Rate, Continuing Operations | 800.00% | 53.00% |
Income Tax Expense (Benefit) | $ 456 | $ (51) |
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | 737.00% | |
Effective Income Tax Rate Reconciliation Permanent Differences, Percent | 29.00% | 19.00% |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | ||||||
Jan. 31, 2018 | Jan. 31, 2017 | Jan. 30, 2017 | Dec. 22, 2014 | Mar. 31, 2017 | Mar. 31, 2016 | Apr. 30, 2017 | Sep. 01, 2015 | |
Related Party Transaction [Line Items] | ||||||||
Royalty Expense | $ 9,000 | $ 34,000 | ||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Grants in Period | 50,000 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 25,000 | |||||||
Licensing Agreements [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Operating Leases, Future Minimum Payments Receivable, in March 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% | |||||||
Jones Texas, Inc [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Weighted Average Number of Shares, Common Stock Subject to Repurchase or Cancellation | 25,000 | |||||||
Consulting Fees For Period | $ 75,000 | |||||||
Due to Other Related Parties | $ 75,000 | |||||||
Jones Texas, Inc [Member] | Scenario, Forecast [Member] | ||||||||
Related Party Transaction [Line Items] | ||||||||
Stock Issued During Period, Shares, Common Stock | 28,334 | |||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 25,000 | |||||||
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 |
Facility Exit Costs (Details)
Facility Exit Costs (Details) - Facility Exit Costs [Member] $ in Thousands | 3 Months Ended |
Mar. 31, 2017USD ($) | |
Restructuring Cost and Reserve [Line Items] | |
Balance as of January 1, 2017 | $ 783 |
Cash payments, net | (26) |
Adjustment to liability (revision to estimated cash flows) | (25) |
Accretion | 5 |
Balance as of March 31, 2017 | $ 737 |
Facility Exit Costs (Details Te
Facility Exit Costs (Details Textual) - Facility Exit Costs [Member] - USD ($) | 3 Months Ended | ||
Mar. 31, 2017 | Jun. 30, 2016 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||
Restructuring and Related Cost, Incurred Cost | $ 648,000 | ||
Restructuring Reserve | $ 737,000 | $ 783,000 | |
Restructuring Reserve, Current | 157,000 | ||
Restructuring Reserve, Noncurrent | $ 580,000 | ||
Facility Exit Costs Payable period | approximately 5 years, through February 2022 |