Document And Entity Information
Document And Entity Information - shares | 3 Months Ended | |
Mar. 31, 2018 | May 07, 2018 | |
Document Information [Line Items] | ||
Document Type | 10-Q | |
Amendment Flag | false | |
Document Period End Date | Mar. 31, 2018 | |
Document Fiscal Year Focus | 2,018 | |
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 | 18,259,262 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | [1] |
Current Assets: | |||
Cash and cash equivalents | $ 8,896 | $ 10,185 | |
Accounts receivable, net | 9,328 | 8,528 | |
Prepaid expenses and other current assets | 658 | 592 | |
Total current assets | 18,882 | 19,305 | |
Property and equipment, net | 3,290 | 2,376 | |
Trademarks and other intangibles, net | 109,837 | 110,120 | |
Restricted cash | 1,509 | 1,509 | |
Other assets | 1,696 | 1,708 | |
Total non-current assets | 116,332 | 115,713 | |
Total Assets | 135,214 | 135,018 | |
Current Liabilities: | |||
Accounts payable, accrued expenses and other current liabilities | 1,553 | 1,260 | |
Accrued payroll | 2,253 | 2,270 | |
Deferred revenue | 24 | 16 | |
Current portion of long-term debt | 5,475 | 5,459 | |
Current portion of long-term debt, contingent obligations | 100 | 100 | |
Total current liabilities | 9,405 | 9,105 | |
Long-Term Liabilities: | |||
Long-term debt, less current portion | 17,696 | 19,389 | |
Deferred tax liabilities, net | 6,801 | 6,375 | |
Other long-term liabilities | 2,420 | 2,455 | |
Total long-term liabilities | 26,917 | 28,219 | |
Total Liabilities | 36,322 | 37,324 | |
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, 50,000,000 shares authorized at March 31, 2018 and December 31, 2017, respectively, and 18,367,149 and 18,318,961 issued and outstanding at March 31, 2018 and December 31, 2017, respectively | 18 | 18 | |
Paid-in capital | 99,695 | 98,997 | |
Accumulated deficit | (821) | (1,321) | |
Total Stockholders' Equity | 98,892 | 97,694 | |
Total Liabilities and Stockholders' Equity | $ 135,214 | $ 135,018 | |
[1] | (Note 1) |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2018 | Dec. 31, 2017 |
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 | 50,000,000 | 50,000,000 |
Common stock, shares issued | 18,367,149 | 18,318,961 |
Common stock, shares outstanding | 18,367,149 | 18,318,961 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Net licensing revenue | $ 8,481 | $ 8,430 |
Sales | 285 | 0 |
Total revenue | 8,766 | 8,430 |
Cost of goods sold (sales) | 180 | 0 |
Net revenue | 8,586 | 8,430 |
Operating costs and expenses | ||
Salaries, benefits and employment taxes | 4,425 | 4,367 |
Other design and marketing costs | 738 | 871 |
Other selling, general and administrative expenses | 1,293 | 1,280 |
Stock-based compensation | 507 | 1,083 |
Depreciation and amortization | 411 | 394 |
Total operating costs and expenses | 7,374 | 7,995 |
Other income | ||
Operating income | 1,212 | 435 |
Interest and finance expense | ||
Interest expense - term debt | 248 | 328 |
Other interest and finance charges | 38 | 50 |
Total interest and finance expense | 286 | 378 |
Income before income taxes | 926 | 57 |
Income tax provision | 426 | 456 |
Net income (loss) | $ 500 | $ (399) |
Basic net income (loss) per share | $ 0.03 | $ (0.02) |
Diluted net income (loss) per share | $ 0.03 | $ (0.02) |
Diluted net (loss) income per share | ||
Basic weighted average common shares outstanding | 18,333,912 | 18,674,943 |
Diluted weighted average common shares outstanding | 18,716,802 | 18,674,973 |
Condensed Consolidated Stateme5
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Cash flows from operating activities | ||
Net income (loss) | $ 500 | $ (399) |
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||
Depreciation and amortization expense | 411 | 394 |
Amortization of deferred finance costs | 44 | 50 |
Stock-based compensation | 507 | 1,083 |
Amortization of note discount | 10 | 9 |
Deferred income tax provision | 426 | 456 |
Changes in operating assets and liabilities: | ||
Accounts receivable | (800) | (1,737) |
Prepaid expenses and other assets | (59) | (83) |
Accounts payable, accrued expenses and other current liabilities | 557 | (647) |
Deferred revenue | 8 | (159) |
Other liabilities | (35) | 21 |
Net cash provided by (used) in operating activities | 1,569 | (1,012) |
Cash flows from investing activities | ||
Cost to acquire intangible assets | 0 | (18) |
Purchase of property and equipment | (1,043) | (135) |
Net cash used in investing activities | (1,043) | (153) |
Cash flows from financing activities | ||
Shares repurchased including vested restricted stock in exchange for withholding taxes | (90) | (795) |
Payment of deferred finance costs | 0 | (7) |
Payment of long-term debt | (1,725) | (1,959) |
Net cash used in financing activities | (1,815) | (2,761) |
Net decrease in cash, cash equivalents and restricted cash | (1,289) | (3,926) |
Cash, cash equivalents, and restricted cash at beginning of period | 11,694 | 15,636 |
Cash, cash equivalents, and restricted cash at end of period | 10,405 | 11,710 |
Reconciliation to amounts on consolidated balance sheets: | ||
Cash and cash equivalents | 8,896 | 10,201 |
Restricted cash | 1,509 | 1,509 |
Total cash, cash equivalents, and restricted cash | 10,405 | 11,710 |
Supplemental disclosure of cash flow information: | ||
Cash paid during the period for income taxes | 8 | 110 |
Cash paid during the period for interest | $ 276 | $ 370 |
Nature of Operations, Backgroun
Nature of Operations, Background, and Basis of Presentation | 3 Months Ended |
Mar. 31, 2018 | |
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 consolidated balance sheet as of December 31, 2017 (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. (“Xcel”) 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, 2017, as filed with the SEC on March 30, 2018. The Company is a consumer products company. It is 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. The Company has developed a Fast-to-Market capability driven by its proprietary integrated technology platform. 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 and distribution services, and generates licensing, design, and service fee revenues through contractual arrangements with manufacturers and retailers. This includes licensing its own brands for promotion and distribution through a ubiquitous-channel retail sales strategy, which includes distribution through interactive television, the internet, and traditional brick-and-mortar retail channels. Commencing this quarter, the Company separately presents in the Condensed Consolidated Statements of Operations sales and cost of goods sold relating to its jewelry wholesale and e-commerce operations. We had no ending inventory as of March 31, 2018 as all inventory is currently on consignment from our suppliers. 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, 2017. Recently Adopted Accounting Pronouncements In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”), which 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, requires greater use of judgment and estimates than under the current guidance. In August 2015, FASB issued ASU No. 2015-14, Revenue from Contracts with Customers Deferral of the Effective Date (“ASU 2015-14”), which deferred the implementation of ASU 2014-09 by one year. Under such deferral, the adoption of ASU 2014-09 became effective for us on January 1, 2018, including interim periods within that reporting period. The Company adopted ASU 2014-09 under the modified retrospective adoption method effective January 1, 2018, by applying the new guidance only to contracts that were not completed at the date of initial application. The Company’s evaluation of the impact of the adoption of ASU 2014-09 on its consolidated financial statements included the identification of revenue within the scope of the guidance and the evaluation of applicable revenue contracts. The Company performed an extensive analysis of its existing contracts with customers and its revenue recognition policies and determined that the adoption of ASU 2014-09 did not result in material differences from the Company’s prior revenue recognition policies. In addition, the adoption of ASU 2014-09 did not result in material differences in the amount of revenue recognized in the current quarter when compared to the amount of revenue that would have been recognized in the current quarter under the old guidance. The Company recognizes revenue continuously over time as it satisfies its continuous obligation of granting access to its licensed intellectual properties, which are deemed symbolic intellectual properties under the new revenue guidance. Payments are typically due after sales have occurred and have been reported by the licensees or, whereas applicable, in accordance with minimum guaranteed payments provisions. The timing of performance obligations is typically consistent with the timing of payments, however there may be differences if contracts provide for advances or significant escalations of contractually guaranteed minimum payments. There were no such differences that would have a material impact on our balance sheet at March 31, 2018 or December 31, 2017. In accordance with Accounting Standard Codification (“ASC”) 606-10-55-65, the Company recognizes revenue at the later of when (1) the subsequent sale or usage occurs or (2) the performance obligation to which some or all of the sales- or usage-based royalty has been allocated is satisfied (in whole or in part). More specifically, the Company separately identifies: (i) Contracts for which, based on experience, royalties are expected to exceed any applicable minimum guaranteed payments, and to which an output-based measure of progress based on the “right to invoice” practical expedient is applied because the royalties due for each period correlate directly with the value to the customer of the Company’s performance in each period (this approach is identified as “View A” by the FASB Revenue Recognition Transition Resource Group, “TRG”); and (ii) Contracts for which revenue is recognized based on minimum guaranteed payments using an appropriate measure of progress, in which minimum guaranteed payments are straight-lined over the term of the contract and recognized ratably based on the passage of time, and to which the royalty recognition constraint to the sales-based royalties in excess of minimum guaranteed is applied and such sales-based royalties are recognized to distinct period only when the minimum guaranteed is exceeded on a cumulative basis (this approach is identified as “View C” by the FASB Revenue Recognition Transition Resource Group, “TRG”). The Company does not typically perform by transferring goods or services to customers before the customer pays consideration or before payment is due, thus the implementation of ASU 2014-09 did not result in the identification of contract assets in accordance with ASC 606-10-45-3. The Company’s unconditional right to receive consideration based on the terms and conditions of licensing contracts is presented as accounts receivable on the accompanying condensed consolidated balance. The Company typically does not receive consideration in advance of performance and, consequently, amounts of contract liabilities as defined by ASC 606-10-45-2 were not material as of March 31, 2018 and December 31, 2017. The Company does not disclose the amount attributable to unsatisfied or partially satisfied performance obligations for variable revenue contracts (identified under “View A” above) in accordance with the optional exemption allowed for under ASC 606. The company did not have any revenue recognized in the reporting period from performance obligations satisfied, or partially satisfied, in previous periods. Remaining minimum guaranteed payments for active contracts as of March 31, 2018 are expected to be recognized ratably in accordance with the straight-line criterion over the remaining term of each contract based on the passage of time and through January 2022. Although the new revenue standard did not result in a material impact on the Company’s ongoing results of operations, the Company did implement changes to its processes and methodologies related to revenue recognition. These included the development of new policies and/or modification of existing policies based on the five-step model provided in the new revenue standard, new training, ongoing contract review requirements, and gathering of information provided for disclosures. In August 2016, the FASB issued ASU 2016-15, “Classification of Certain Cash Receipts and Cash Payments” (“ASU 2016-15”), which provides guidance and clarification regarding the presentation and classification on the statement of cash flows for eight specific cash flow issues. The Company adopted ASU 2016-15 effective January 1, 2018 and the adoption did not have an effect on its consolidated financial statements. In May 2017, the FASB issued ASU 2017-09, “Stock Compensation (Topic 718): Scope of Modification Accounting” (“ASU 2017-09”), which provides guidance about which changes to the terms or conditions of a share-based payment award require an entity to apply modification accounting in Topic 718. The Company adopted ASU 2017-09 effective January 1, 2018 and the adoption did not have an effect on its consolidated financial statements. Other Recently Issued Accounting Pronouncements 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. We are currently evaluating the impact that the adoption of ASU 2016-02 will have on our consolidated financial statements and disclosures. |
Trademarks and Other Intangible
Trademarks and Other Intangibles | 3 Months Ended |
Mar. 31, 2018 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Goodwill and Intangible Assets Disclosure [Text Block] | 2. Trademarks and Other Intangibles March 31, 2018 ($ in thousands) Weighted- Gross Carrying Accumulated Net Carrying Trademarks (indefinite-lived) n/a $ 96,707 $ - $ 96,707 Trademarks (definite-lived) 15 years 15,463 2,747 12,716 Non-compete agreement 7 years 561 261 300 Copyrights and other intellectual property 10 years 190 76 114 Total $ 112,921 $ 3,084 $ 109,837 December 31, 2017 ($ in thousands) Weighted- Gross Carrying Accumulated Net Carrying Trademarks (indefinite-lived) n/a $ 96,707 $ - $ 96,707 Trademarks (definite-lived) 15 years 15,463 2,490 12,973 Non-compete agreement 7 years 561 240 321 Copyrights and other intellectual property 10 years 190 71 119 Total $ 112,921 $ 2,801 $ 110,120 Amortization expense for intangible assets was approximately $ 283,000 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. |
Significant Contracts
Significant Contracts | 3 Months Ended |
Mar. 31, 2018 | |
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. Net revenues from QVC totaled $ 6.79 7.23 79 86 6.86 5.47 74 64 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 remained 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. |
Debt
Debt | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Debt Disclosure [Text Block] | 4. Debt ($ in thousands) March 31, December 31, Xcel Term Loan $ 18,500 $ 19,500 Unamortized deferred finance costs related to term loan (307) (346) IM Seller Note 1,475 2,201 Ripka Seller Notes 553 543 Contingent obligation - JR Seller 200 200 Contingent obligation - CW Seller 2,850 2,850 Total 23,271 24,948 Current portion (i) 5,575 5,559 Long-term debt $ 17,696 $ 19,389 (i) The current portion of long-term debt as of March 31, 2018 consists of (a) $ 4.0 1.48 100,000 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 BHI as 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 $ 750,000 750,000 6.05 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) Amount of Year Ending December 31, Principal 2018 (April 1 through December 31) $ 3,000 2019 4,000 2020 4,000 2021 7,500 Total $ 18,500 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. 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) $ 1,700,000 700,000 ⋅ EBITDA (as defined in the Amended Loan Agreement) of not less than $8,000,000 for the fiscal years ending December 31, 2018 and 2019, and not less of $9,000,000 for the following fiscal years. The Company was in compliance with all applicable covenants as of March 31, 2018. Interest on the Xcel Term Loan accrues at a fixed rate of 5.1 236,000 308,000 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 Year Ending December 31, Principal 2018 (April 1 through December 31) $ 733 2019 742 Total $ 1,475 For the Current Quarter and the Prior Year Quarter, the Company incurred interest expense of approximately $ 12,000 20,000 Ripka Seller Notes As of March 31, 2018, the remaining discounted balance, non-interest bearing note relating to the acquisition of the Ripka Brand (the “Ripka Seller Notes”) was approximately $ 553,000 600,000 For the Current Quarter and Prior Year Quarter, the Company incurred interest expense of approximately $ 10,000 9,000 Contingent Obligation JR Seller (Ripka Earn-Out) The Ripka Earn-Out is $ 200,000 200,000 6,000,000 0.2 0.1 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, 2018, and December 31, 2017, total contingent obligations were $ 3.05 |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended |
Mar. 31, 2018 | |
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 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. 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 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. The Company accounts for non-employee awards in accordance with ASC Topic 505-50, “Equity-Based Payments to Non-Employees”. 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 March 30, 2018, the Company granted options to purchase an aggregate of 50,000 shares of common stock to a certain key employee. The exercise price of the options is $5.50 per share, and all options vested immediately on the date of grant. 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 20.91 % Expected Dividend Yield 0 % Expected Life (Term) 2.50 years Risk-Free Interest Rate 2.33 % A summary of the Company’s stock options activity for the Current Quarter is as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2018 3,468,833 $ 5.38 4.14 $ - Granted 50,000 5.50 Canceled - - Exercised - - Expired/Forfeited (20,499 ) 5.80 Outstanding at March 31, 2018, and expected to vest 3,498,334 $ 5.38 3.91 $ - Exercisable at March 31, 2018 1,726,422 $ 5.64 3.19 $ - Compensation expense related to stock options for the Current Quarter and the Prior Year Quarter was approximately $280,000 and $302,000, respectively. Total unrecognized compensation expense related to unvested stock options at March 31, 2018 amounts to approximately $1,576,000 and is expected to be recognized over a weighted average period of 2.06 years. The following table summarizes the Company’s stock option activity for non-vested options for the Current Quarter: Number of Weighted Balance at January 1, 2018 2,613,497 $ 1.23 Granted 50,000 5.50 Vested (874,419 ) 5.41 Forfeited or Canceled (17,166 ) 5.80 Balance at March 31, 2018 1,771,912 $ 5.12 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. A summary of the Company’s warrants activity for the Current Quarter is as follows: Number of Weighted Weighted Aggregate Outstanding and exercisable at January 1, 2018 1,891,743 $ 6.81 1.92 $ - Granted - - Canceled - - Exercised - - Expired/Forfeited - - Outstanding and exercisable at March 31, 2018 1,891,743 $ 6.81 1.67 $ - No compensation expense related to warrants was recognized in the Current Quarter or Prior Year Quarter. Restricted Stock On March 14, 2018, the company issued an aggregate of 90,209 shares of stock to non-executive employees, which vested immediately. A summary of the Company’s restricted stock activity for the Current Quarter is as follows: Number of Weighted Outstanding at January 1, 2018 2,143,088 $ 5.35 Granted 90,209 3.35 Canceled - - Vested (201,209 ) 4.21 Expired/Forfeited - - Outstanding at March 31, 2018 2,032,088 $ 5.37 Compensation expense related to restricted stock grants for the Current Quarter and Prior Year Quarter was approximately $227,000 and $781,000, respectively. Total unrecognized compensation expense related to unvested restricted stock grants at March 31, 2018 amounts to approximately $546,000 and is expected to be recognized over a weighted average period of 1.17 years. Shares Available Under the Company’s 2011 Equity Incentive Plan At March 31, 2018, there were 5,344,957 shares of common stock available for issuance under the Plan. Shares Reserved for Issuance At March 31, 2018, there were 10,735,034 shares of common stock reserved for issuance pursuant to unexercised warrants and stock options, or available for issuance under the Plan. Dividends The Company has not paid any dividends to date. |
Earnings Per Share
Earnings Per Share | 3 Months Ended |
Mar. 31, 2018 | |
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. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period, including stock options and warrants, using the treasury stock method. Three Months Ended 2018 2017 Basic 18,333,912 18,674,943 Effect of exercise of warrants 364,130 - Effect of exercise of stock options 18,760 - Diluted 18,716,802 18,674,943 As a result of the net loss presented for the Prior Year Quarter, the Company calculated diluted earnings per share using basic weighted-average shares outstanding for such period, as utilizing diluted shares would be anti-dilutive to loss per share. Three Months Ended 2018 2017 Stock options and warrants 4,849,834 5,195,743 |
Income Tax
Income Tax | 3 Months Ended |
Mar. 31, 2018 | |
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 46 800 426,000 456,000 In the Current Quarter the federal statutory rate differs from the effective tax rate primarily due to state taxes and recurring permanent differences, which increased the effective tax rate by approximately 11 8 6 In the Prior Year 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 On December 22, 2017 the SEC staff issued Staff Accounting Bulletin (“SAB”) No. 118, which provides guidance on accounting for the tax effects of the Tax Cuts and Job Act ("TCJA"). The purpose of SAB No. 118 was to address any uncertainty or diversity of view in applying ASC Topic 740, Income Taxes in the reporting period in which the TCJA was enacted. SAB No. 118 addresses situations where the accounting is incomplete for certain income tax effects of the TJCA upon issuance of a company’s financial statements for the reporting period that includes the enactment date. SAB No. 118 allows for a provisional amount to be recorded if it is a reasonable estimate of the impact of the TCJA. Additionally, SAB No. 118 allows for a measurement period to finalize the impacts of the TCJA, not to extend beyond one year from the date of enactment. The Company’s accounting for the certain elements of the TCJA was incomplete as of the period ended December 31, 2017, and remains incomplete as of March 31, 2018. However, the Company was able to make reasonable estimates of the effects and, therefore, recorded provisional estimates for these items at December 31, 2017. There have been no changes to the provisional estimates recorded as of December 31, 2017 during the quarter ended March 31, 2018. |
Related Party Transactions
Related Party Transactions | 3 Months Ended |
Mar. 31, 2018 | |
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 and The H Company IP, LLC (“HIP”) entered into a license agreement (the “HIP License Agreement”), 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 HIP 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 (the “HIP Sublicense Agreement”), obligating the Company to pay HIP a fee on an annual basis the greater of (i) 50 1,000,000 0.75 1.5 1.75 On December 12, 2016, the Company entered into another license agreement for the H Halston Brand with Dillard’s Inc and affiliates (the “Dillard’s License”, and together with the L&T License, the “DRT Licenses”). We are negotiating proposed new arrangements and are operating under those terms as an at-will license as set forth below: · The HIP Trademark Usage and Royalty Participation Agreement, which has an initial term that expires on December 31, 2020 We shall pay to HIP: (i) 50% of the excess H Halston Royalty paid to us under the DRT Licenses and any other third party licenses that we may enter into; (ii) 25% of the excess developed brand royalty paid to us for the Highline Collective Brand under the DRT Licenses, and 20% of the excess developed brand royalty paid to us for any subsequent developed brand under the DRT Licenses, and (iii) 10% of the excess private label brand royalty paid to us under the DRT Licenses and during the first term only of the DRT Licenses. 7.00 · A license and supply agreement with the Halston Operating Company, LLC (“HOC”), a subsidiary of HOH, with an initial term of January 31, 2022 1.2 2.4 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. In addition, the Company and HOC entered into an arrangement whereby HOC pays the Company a license fee for branded products related to categories not included in the HOC license and supply agreement. The Company recorded approximately $ 0.6 0 0.9 0.8 In addition, the Company recorded $ 0 9,000 In March 2018, the Company had a prepaid balance of $ 0.2 |
Facility Exit Costs
Facility Exit Costs | 3 Months Ended |
Mar. 31, 2018 | |
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 $ 599,000 219,000 380,000 ($ in thousands) 2018 2017 Balance as of January 1, $ 624 $ 783 Cash payments, net (29) (26) Adjustment to liability (revision to estimated cash flows) - (25) Accretion 4 5 Balance as of March 31, $ 599 $ 737 |
Trademarks and Other Intangib15
Trademarks and Other Intangibles (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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, 2018 ($ in thousands) Weighted- Gross Carrying Accumulated Net Carrying Trademarks (indefinite-lived) n/a $ 96,707 $ - $ 96,707 Trademarks (definite-lived) 15 years 15,463 2,747 12,716 Non-compete agreement 7 years 561 261 300 Copyrights and other intellectual property 10 years 190 76 114 Total $ 112,921 $ 3,084 $ 109,837 December 31, 2017 ($ in thousands) Weighted- Gross Carrying Accumulated Net Carrying Trademarks (indefinite-lived) n/a $ 96,707 $ - $ 96,707 Trademarks (definite-lived) 15 years 15,463 2,490 12,973 Non-compete agreement 7 years 561 240 321 Copyrights and other intellectual property 10 years 190 71 119 Total $ 112,921 $ 2,801 $ 110,120 |
Debt (Tables)
Debt (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Debt Disclosure [Abstract] | |
Schedule of Debt [Table Text Block] | The Company’s net carrying amount of debt was comprised of the following: ($ in thousands) March 31, December 31, Xcel Term Loan $ 18,500 $ 19,500 Unamortized deferred finance costs related to term loan (307) (346) IM Seller Note 1,475 2,201 Ripka Seller Notes 553 543 Contingent obligation - JR Seller 200 200 Contingent obligation - CW Seller 2,850 2,850 Total 23,271 24,948 Current portion (i) 5,575 5,559 Long-term debt $ 17,696 $ 19,389 (i) The current portion of long-term debt as of March 31, 2018 consists of (a) $ 4.0 1.48 100,000 |
Schedule of Maturities of Long-term Debt [Table Text Block] | As of March 31, 2018, ($ in thousands) Amount of Year Ending December 31, Principal 2018 (April 1 through December 31) $ 3,000 2019 4,000 2020 4,000 2021 7,500 Total $ 18,500 |
Debt Instrument Principal Payments [Table Text Block] | As of March 31, 2018, ($ in thousands) Amount of Year Ending December 31, Principal 2018 (April 1 through December 31) $ 733 2019 742 Total $ 1,475 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 20.91 % Expected Dividend Yield 0 % Expected Life (Term) 2.50 years Risk-Free Interest Rate 2.33 % |
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: Number of Weighted Weighted Aggregate Outstanding at January 1, 2018 3,468,833 $ 5.38 4.14 $ - Granted 50,000 5.50 Canceled - - Exercised - - Expired/Forfeited (20,499) 5.80 Outstanding at March 31, 2018, and expected to vest 3,498,334 $ 5.38 3.91 $ - Exercisable at March 31, 2018 1,726,422 $ 5.64 3.19 $ - |
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: Number of Weighted Balance at January 1, 2018 2,613,497 $ 1.23 Granted 50,000 5.50 Vested (874,419) 5.41 Forfeited or Canceled (17,166) 5.80 Balance at March 31, 2018 1,771,912 $ 5.12 |
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: Number of Weighted Outstanding at January 1, 2018 2,143,088 $ 5.35 Granted 90,209 3.35 Canceled - - Vested (201,209) 4.21 Expired/Forfeited - - Outstanding at March 31, 2018 2,032,088 $ 5.37 |
Warrant [Member] | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block] | A summary of the Company’s warrants activity for the Current Quarter is as follows: Number of Weighted Weighted Aggregate Outstanding and exercisable at January 1, 2018 1,891,743 $ 6.81 1.92 $ - Granted - - Canceled - - Exercised - - Expired/Forfeited - - Outstanding and exercisable at March 31, 2018 1,891,743 $ 6.81 1.67 $ - |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
Earnings Per Share [Abstract] | |
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Diluted EPS excludes all potentially dilutive shares of common stock if their effect is anti-dilutive. Three Months Ended 2018 2017 Basic 18,333,912 18,674,943 Effect of exercise of warrants 364,130 - Effect of exercise of stock options 18,760 - Diluted 18,716,802 18,674,943 |
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 2018 2017 Stock options and warrants 4,849,834 5,195,743 |
Facility Exit Costs (Tables)
Facility Exit Costs (Tables) | 3 Months Ended |
Mar. 31, 2018 | |
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 and Prior Year Quarter is as follows: ($ in thousands) 2018 2017 Balance as of January 1, $ 624 $ 783 Cash payments, net (29) (26) Adjustment to liability (revision to estimated cash flows) - (25) Accretion 4 5 Balance as of March 31, $ 599 $ 737 |
Trademarks and Other Intangib20
Trademarks and Other Intangibles (Details) - USD ($) $ in Thousands | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2018 | Dec. 31, 2017 | ||
Finite and Indefinite-Lived Intangible Assets [Line Items] | |||
Gross Carrying Amount, Total | $ 112,921 | $ 112,921 | |
Accumulated Amortization | 3,084 | 2,801 | |
Net Carrying Amount, Total | $ 109,837 | $ 110,120 | [1] |
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) | $ 561 | $ 561 | |
Accumulated Amortization | 261 | 240 | |
Net Carrying Amount | $ 300 | $ 321 | |
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 | 76 | 71 | |
Net Carrying Amount | $ 114 | $ 119 | |
Trademarks [Member] | |||
Finite and Indefinite-Lived Intangible Assets [Line Items] | |||
Weighted-Average Amortization Period (Years) | 15 years | 15 years | |
Gross Carrying Amount (indefinite-lived) | $ 96,707 | $ 96,707 | |
Gross Carrying Amount (definite-lived) | 15,463 | 15,463 | |
Accumulated Amortization | 2,747 | 2,490 | |
Net Carrying Amount | 12,716 | 12,973 | |
Net Carrying Amount, Total | $ 96,707 | $ 96,707 | |
[1] | (Note 1) |
Trademarks and Other Intangib21
Trademarks and Other Intangibles (Details Textual) - USD ($) | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Goodwill and Intangible Assets [Line Items] | ||
Amortization of Intangible Assets | $ 283,000 | $ 283,000 |
Significant Contracts (Details
Significant Contracts (Details Textual) - Royalty Agreement With QVC [Member] - USD ($) $ in Thousands | 3 Months Ended | ||
Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 | |
Business Acquisition [Line Items] | |||
QVC Net Revenue | $ 6,790 | $ 7,230 | |
QVC Net Revenue, Percentage | 79.00% | 86.00% | |
QVC Accounts Receivable, Gross | $ 6,860 | $ 5,470 | |
Accounts Receivables, Percentage | 74.00% | 64.00% |
Debt (Details)
Debt (Details) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 | ||
Debt Instrument [Line Items] | ||||
Unamortized deferred finance costs related to term loans | $ (307) | $ (346) | ||
Total | 23,271 | 24,948 | ||
Current portion | [1] | 5,575 | 5,559 | |
Long-term debt | 17,696 | 19,389 | [2] | |
Xcel Term Loan [Member] | ||||
Debt Instrument [Line Items] | ||||
Term Loan | 18,500 | 19,500 | ||
IM Seller Note [Member] | ||||
Debt Instrument [Line Items] | ||||
Seller Note | 1,475 | 2,201 | ||
JR Seller [Member] | ||||
Debt Instrument [Line Items] | ||||
Contingent obligation | 200 | 200 | ||
Ripka Seller Notes [Member] | ||||
Debt Instrument [Line Items] | ||||
Seller Note | 553 | 543 | ||
CW Seller [Member] | ||||
Debt Instrument [Line Items] | ||||
Contingent obligation | $ 2,850 | $ 2,850 | ||
[1] | The current portion of long-term debt as of March 31, 2018 consists of (a) $4.0 million related to the Xcel Term Loan, (b) $1.48 million related to the IM Seller Note, and (c) $100,000 related to the contingent obligation JR Seller. | |||
[2] | (Note 1) |
Debt (Details 1)
Debt (Details 1) - Term Loan [Member] - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
2018 (April 1 through December 31) | $ 3,000 | |
2,019 | 4,000 | |
2,020 | 4,000 | |
2,021 | 7,500 | |
Total | $ 18,500 | $ 19,500 |
Debt (Details 2)
Debt (Details 2) - USD ($) $ in Thousands | Mar. 31, 2018 | Dec. 31, 2017 |
Debt Instrument [Line Items] | ||
Total | $ 23,271 | $ 24,948 |
I M Ready Made L L C [Member] | ||
Debt Instrument [Line Items] | ||
2018 (April 1 through December 31) | 733 | |
2,019 | 742 | |
Total | $ 1,475 |
Debt (Details Textual)
Debt (Details Textual) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||||
Feb. 26, 2016USD ($) | Dec. 24, 2013$ / shares | Sep. 29, 2011USD ($) | Jun. 30, 2018USD ($) | Mar. 31, 2018USD ($) | Mar. 31, 2017USD ($) | Dec. 31, 2021USD ($) | Dec. 31, 2019USD ($) | Dec. 31, 2018USD ($) | Dec. 31, 2017USD ($) | May 15, 2019USD ($) | May 15, 2018USD ($) | ||
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 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. | ||||||||||||
Interest Expense, Debt | $ 248,000 | $ 328,000 | |||||||||||
Long-term Debt, Current Maturities, Total | 5,475,000 | $ 5,459,000 | [1] | ||||||||||
Ripka Seller Notes [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Interest Expense, Debt | $ 10,000 | 9,000 | |||||||||||
Debt Instrument, Maturity Date | Apr. 1, 2019 | ||||||||||||
Long Term Debt, Discounted Balance | $ 553,000 | ||||||||||||
Debt Instrument, Amount at Maturity | $ 600,000 | ||||||||||||
Xcel Term Loan [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 5.10% | ||||||||||||
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 | ||||||||||||
Debt Instrument, Periodic Payment, Principal | $ 27,875,000 | ||||||||||||
Minimum Liquidity Covenant Requirement In Case of Ratio of Indebtedness to EBITDA is Less Than One | 3,000,000 | ||||||||||||
Interest Expense, Senior Term Loan | 236,000 | 308,000 | |||||||||||
Long-term Debt, Current Maturities, Total | $ 4,000,000 | ||||||||||||
Xcel Term Loan [Member] | Second Amendment [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Increase (Decrease) in Periodic Payment, Principal | 750,000 | ||||||||||||
Debt Instrument, Interest Rate, Effective Percentage | 6.05% | ||||||||||||
Xcel Term Loan [Member] | First Amendment [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Increase (Decrease) in Periodic Payment, Principal | 1,000,000 | ||||||||||||
Xcel Term Loan [Member] | Fiscal Year 2017 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Minimum Earning Before Interest Taxes Depreciation And Amortization Before Amendment | not less than $9,000,000 | ||||||||||||
Minimum Earning Before Interest Taxes Depreciation And Amortization After Amendment | not less than $7,000,000 | ||||||||||||
Xcel Term Loan [Member] | Fiscal Year 2018 and 2019 [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Minimum Earning Before Interest Taxes Depreciation And Amortization Before Amendment | not less than $9,000,000 | ||||||||||||
Minimum Earning Before Interest Taxes Depreciation And Amortization After Amendment | not less than $8,000,000 | ||||||||||||
Xcel Term Loan [Member] | Scenario, Forecast [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Maximum Capital Expenditures of Guarantor and its Subsidiaries | $ 1,700,000 | ||||||||||||
Minimum Fixed Charge Ratio, Start Range | 1.20 | ||||||||||||
Minimum Fixed Charge Ratio, End Range | 1 | ||||||||||||
Minimum Net Worth Required for Compliance | $ 90,000,000 | ||||||||||||
Maximum Capital Expenditures of Guarantor and its Subsidiaries in Subsequent Years | 700,000 | ||||||||||||
Xcel Term Loan [Member] | Scenario, Forecast [Member] | Second Amendment [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Increase (Decrease) in Periodic Payment, Principal | $ 750,000 | ||||||||||||
Xcel Term Loan [Member] | Scenario, Forecast [Member] | First Amendment [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Debt Instrument, Increase (Decrease) in Periodic Payment, Principal | $ (1,000,000) | ||||||||||||
C Wonder Earn-Out [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Earn Out Obligation, Long Term Portion Fair Value | $ 2,850,000 | 2,850,000 | |||||||||||
Fixed Threshold to be Used in Computation of Earnout | 4,000,000 | ||||||||||||
Ripka Earn-Out [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Earn Out Obligation, Long Term Portion Fair Value | 3,050,000 | 3,050,000 | |||||||||||
Ripka earn out, Fair Value | 200,000 | 200,000 | |||||||||||
Ripka Earn-Out, Fair Value Current | 100,000 | $ 100,000 | |||||||||||
Long-term Debt, Current Maturities, Total | 100,000 | ||||||||||||
Ripka Earn-Out [Member] | Long-term Debt [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Business Combination, Contingent Consideration, Liability | 200,000 | ||||||||||||
Ripka Earn-Out [Member] | Scenario, Forecast [Member] | |||||||||||||
Debt Instrument [Line Items] | |||||||||||||
Earn-Out Consideration Payable in Cash | $ 200,000 | $ 200,000 | |||||||||||
Royalty Income, Threshold | $ 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 | $ 12,000 | $ 20,000 | |||||||||||
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. | ||||||||||||
Long-term Debt, Current Maturities, Total | $ 1,480,000 | ||||||||||||
[1] | (Note 1) |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | 3 Months Ended |
Mar. 31, 2018 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Expected Volatility | 20.91% |
Expected Dividend Yield | 0.00% |
Expected Life (Term, in years) | 2 years 6 months |
Risk-Free Interest Rate | 2.33% |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Options, Outstanding, Beginning Balance | 3,468,833 | |
Number of Options, Granted | 50,000 | |
Number of Options, Canceled | 0 | |
Number of Options, Exercised | 0 | |
Number of Options, Expired/Forfeited | (20,499) | |
Number of Options, Outstanding, Ending Balance | 3,498,334 | 3,468,833 |
Number of Options, Exercisable at Beginning Balance | 1,726,422 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 5.38 | |
Weighted Average Exercise Price, Granted | 5.50 | |
Weighted Average Exercise Price, Canceled | 0 | |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Exercise Price, Expired/Forfeited | 5.80 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | 5.38 | $ 5.38 |
Weighted Average Exercise Price, Exercisable at March 31, 2018 | $ 5.64 | |
Outstanding Weighted Average Remaining Contractual Life (in Years) | 3 years 10 months 28 days | 4 years 1 month 20 days |
Exercisable Weighted Average Remaining Contractual Life (in Years) | 3 years 2 months 8 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, 2018$ / sharesshares | |
Number of Options | |
Granted | 50,000 |
Employee Stock Option [Member] | |
Number of Options | |
Beginning Balance | 2,613,497 |
Granted | 50,000 |
Vested | (874,419) |
Forfeited or Canceled | (17,166) |
Ending Balance | 1,771,912 |
Weighted Average Grant Date Fair Value | |
Beginning Balance | $ / shares | $ 1.23 |
Granted | $ / shares | 5.50 |
Vested | $ / shares | 5.41 |
Forfeited or Canceled | $ / shares | 5.80 |
Ending Balance | $ / shares | $ 5.12 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Warrant [Member] - USD ($) $ / shares in Units, $ in Thousands | 3 Months Ended | 12 Months Ended |
Mar. 31, 2018 | Dec. 31, 2017 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Number of Warrants, Outstanding and exercisable, Beginning Balance | 1,891,743 | |
Number of Warrants, Granted | 0 | |
Number of Warrants, Canceled | 0 | |
Number of Warrants, Exercised | 0 | |
Number of Warrants, Expired/Forfeited | 0 | |
Number of Warrants, Outstanding and exercisable, Ending Balance | 1,891,743 | 1,891,743 |
Weighted Average Exercise Price, Outstanding and exercisable, Beginning Balance | $ 6.81 | |
Weighted Average Exercise Price, Granted | 0 | |
Weighted Average Exercise Price, Canceled | 0 | |
Weighted Average Exercise Price, Exercised | 0 | |
Weighted Average Exercise Price, Expired/Forfeited | 0 | |
Weighted Average Exercise Price, Outstanding and exercisable, Ending Balance | $ 6.81 | $ 6.81 |
Weighted Average Remaining Contractual Life (in Years), Outstanding and exercisable | 1 year 8 months 1 day | 1 year 11 months 1 day |
Aggregate Intrinsic Value, Outstanding and exercisable | $ 0 | $ 0 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - Restricted Stock [Member] | 3 Months Ended |
Mar. 31, 2018$ / sharesshares | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |
Number of Restricted Shares, Outstanding, Beginning Balance | shares | 2,143,088 |
Number of Restricted Shares, Granted | shares | 90,209 |
Number of Restricted Shares, Canceled | shares | 0 |
Number of Restricted Shares, Vested | shares | (201,209) |
Number of Restricted Shares, Expired/Forfeited | shares | 0 |
Number of Restricted Shares, Outstanding, Ending Balance | shares | 2,032,088 |
Weighted Average Grant Date Fair Value, Outstanding, Beginning Balance | $ / shares | $ 5.35 |
Weighted Average Grant Date Fair Value, Granted | $ / shares | 3.35 |
Weighted Average Grant Date Fair Value, Canceled | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Vested | $ / shares | 4.21 |
Weighted Average Grant Date Fair Value, Expired/Forfeited | $ / shares | 0 |
Weighted Average Grant Date Fair Value, Outstanding, Ending Balance | $ / shares | $ 5.37 |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - USD ($) | Mar. 14, 2018 | Mar. 31, 2018 | 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, Gross | 50,000 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.50 | ||
Equity Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Allocated Share-based Compensation Expense | $ 280,000 | $ 302,000 | |
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 | 50,000 | ||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Grants in Period, Weighted Average Exercise Price | $ 5.50 | ||
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 | $ 1,576,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 2 years 22 days | ||
Restricted Stock [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 546,000 | ||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 2 months 1 day | ||
Restricted Stock or Unit Expense | $ 227,000 | $ 781,000 | |
Restricted Stock [Member] | Non Executive Employees [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 90,209 | ||
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 | 5,344,957 | ||
Common Stock, Capital Shares Reserved for Future Issuance | 10,735,034 | ||
Common Stock, Eligible for Issuance | 13,000,000 |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Earnings Per Share Basic And Diluted [Line Items] | ||
Basic | 18,333,912 | 18,674,943 |
Diluted | 18,716,802 | 18,674,973 |
Employee Stock Option [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Effect of exercise of options and Warrants | 18,760 | 0 |
Warrant [Member] | ||
Earnings Per Share Basic And Diluted [Line Items] | ||
Effect of exercise of options and Warrants | 364,130 | 0 |
Earnings Per Share (Details 1)
Earnings Per Share (Details 1) - shares | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Employee Stock Option [Member] | Warrant [Member] | ||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||
Stock options and warrants | 4,849,834 | 5,195,743 |
Income Tax (Details Textual)
Income Tax (Details Textual) - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Income Taxes [Line Items] | ||
Effective Income Tax Rate, Continuing Operations | 46.00% | 800.00% |
Income Tax Expense (Benefit) | $ 426 | $ 456 |
Effective Income Tax Rate Reconciliation, Other Adjustments, Percent | 6.00% | 737.00% |
Effective Income Tax Rate Reconciliation, State and Local Income Taxes, Percent | 11.00% | |
Effective Income Tax Rate Reconciliation Increase in Permanent Differences, Percent | 8.00% | 29.00% |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | Jul. 01, 2017 | Dec. 22, 2014 | Mar. 31, 2018 | Mar. 31, 2017 | Dec. 31, 2017 |
Related Party Transaction [Line Items] | |||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 0 | ||||
Lord and Taylor, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Minimum Royalties Required Per Quarter | $ 1,000,000 | ||||
Benjamin Malka [Member] | |||||
Related Party Transaction [Line Items] | |||||
Equity Method Investment, Ownership Percentage | 25.00% | ||||
Royalty Expense | $ 0 | $ 9,000 | |||
Benjamin Malka [Member] | Licensing Agreements [Member] | |||||
Related Party Transaction [Line Items] | |||||
License Expiration Date | Dec. 31, 2019 | ||||
Percentage Of Royalties | 50.00% | ||||
Licensing Agreements, Remaining Contractually Required Guaranteed Minimum Royalties in Two Years | $ 750,000 | ||||
Licensing Agreements, Remaining Contractually Required Guaranteed Minimum Royalties in Three Years | 1,500,000 | ||||
Licensing Agreements, Remaining Contractually Required Guaranteed Minimum Royalties in Four Years | 1,750,000 | ||||
Halston Operating Company, LLC [Member] | |||||
Related Party Transaction [Line Items] | |||||
Due from Related Parties | 900,000 | $ 800,000 | |||
Prepaid Royalties | 200,000 | ||||
Royalty Expiration Date | December 31, 2020 | ||||
Royalty payment description | We shall pay to HIP: (i) 50% of the excess H Halston Royalty paid to us under the DRT Licenses and any other third party licenses that we may enter into; (ii) 25% of the excess developed brand royalty paid to us for the Highline Collective Brand under the DRT Licenses, and 20% of the excess developed brand royalty paid to us for any subsequent developed brand under the DRT Licenses, and (iii) 10% of the excess private label brand royalty paid to us under the DRT Licenses and during the first term only of the DRT Licenses. | ||||
License agrrement initial Term | January 31, 2022 | ||||
Design fees | $ 1,200,000 | ||||
Design Fees Contractual Period Due, First Year | 2,400,000 | ||||
Share-based Compensation Arrangements by Share-based Payment Award, Options, Exercises in Period, Weighted Average Exercise Price | $ 7 | ||||
License and Services Revenue (HOC) | $ 600,000 | $ 0 |
Facility Exit Costs (Details)
Facility Exit Costs (Details) - Facility Exit Costs [Member] - USD ($) $ in Thousands | 3 Months Ended | |
Mar. 31, 2018 | Mar. 31, 2017 | |
Restructuring Cost and Reserve [Line Items] | ||
Balance at Beginning | $ 624 | $ 783 |
Cash payments, net | (29) | (26) |
Adjustment to liability (revision to estimated cash flows) | 0 | (25) |
Accretion | 4 | 5 |
Balance as Ending | $ 599 | $ 737 |
Facility Exit Costs (Details Te
Facility Exit Costs (Details Textual) - Facility Exit Costs [Member] - USD ($) | 3 Months Ended | ||||
Mar. 31, 2018 | Jun. 30, 2016 | Dec. 31, 2017 | Mar. 31, 2017 | Dec. 31, 2016 | |
Restructuring Cost and Reserve [Line Items] | |||||
Restructuring and Related Cost, Incurred Cost | $ 648,000 | ||||
Restructuring Reserve | $ 599,000 | $ 624,000 | $ 737,000 | $ 783,000 | |
Restructuring Reserve, Current | 219,000 | ||||
Restructuring Reserve, Noncurrent | $ 380,000 | ||||
Facility Exit Costs Payable period | approximately 3.9 years, through February 2022. |