Debt Disclosure [Text Block] | 4. Debt June 30, December 31, ($ in thousands) 2017 2016 Xcel Term Loan $ 20,000 $ 25,250 Unamortized deferred finance costs related to term loan (429) (509) IM Seller Note 2,918 3,627 Ripka Seller Notes 523 504 Contingent obligation - JR Seller 200 200 Contingent obligation - CW Seller 2,850 2,850 Total 26,062 31,922 Current portion (i) 4,043 6,427 Long-term debt $ 22,019 $ 25,495 (i) The current portion of long-term debt as of June 30, 2017 consists of (a) $ 2.5 1.443 100 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 On June 15, 2017, Xcel and BHI entered into a second amendment to the Amended Loan Agreement. Under this amendment, principal payments for the year ending December 31, 2017 were increased by a total of $ 750,000 7,000,000 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. As of June 30, 2017, ($ in thousands) Amount of Principal Year Ending December 31, Payment 2017 (July 1 through December 31) $ 500 2018 4,000 2019 4,000 2020 4,000 2021 7,500 Total $ 20,000 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 (the “Excess Cash Flow Principal 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. As of June 30, 2017, the estimated Excess Cash Flow Principal Payment provision of the Xcel Term Loan does not result in any additional repayment during the year ending December 31, 2017. Under the Amendment to 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 equal to the principal amount outstanding under the Xcel 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. 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 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 not less than $7,000,000 not less than $8,000,000 not less of $9,000,000 The Company was in compliance with all applicable covenants as of June 30, 2017. Interest on the Xcel Term Loan accrues at a fixed rate of 5.1 287,000 348,000 596,000 663,000 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 $750,000, commencing on September 30, 2016 and ending on March 31, 2019, (3) revise the stated interest rate to 2.236% per annum, (4) allow for optional prepayments at any time at the Company’s discretion without premium or penalty, and (5) require that all payments of principal and interest be made in cash. Management assessed and determined that this amendment represented a debt modification and, accordingly, no gain or loss was recorded. As of June 30, 2017, ($ in thousands) Amount of Principal Year Ending December 31, Payment 2017 (July 1 through December 31) $ 717 2018 1,459 2019 742 Total $ 2,918 For the Current Quarter, the Company incurred interest expense of $ 16,000 69,000 36,000 140,000 Ripka Seller Notes As of June 30, 2017, the remaining discounted balance, non-interest bearing note relating to the acquisition of the Ripka Brand (the “Ripka Seller Notes”) was $ 523,000 600,000 For both the Current Quarter and Prior Year Quarter, the Company incurred interest expense of approximately $ 9,000 19,000 17,000 Contingent Obligation JR Seller (Ripka Earn-Out) In connection with the purchase of the Ripka Brand, the Company agreed to pay the sellers of the Ripka Brand 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 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 June 30, 2017 and December 31, 2016, total contingent obligations were $ 3.05 |