Xcel Brands (XELB) 10-Q 18 May 23 2023 Q1 Quarterly report Financial data

Document and Entity Information

Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2023	May 15, 2023
Document And Entity Information [Abstract]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2023
Current Fiscal Year End Date	--12-31
Document Transition Report	false
Entity File Number	001-37527
Entity Registrant Name	XCEL BRANDS, INC.
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	76-0307819
Entity Address, Address Line One	1333 Broadway, 10th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	10018
City Area Code	347
Local Phone Number	727-2474
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	XELB
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		19,683,194
Entity Central Index Key	0001083220
Document Fiscal Year Focus	2023
Document Fiscal Period Focus	Q1
Amendment Flag	false

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Current Assets:
Cash and cash equivalents	$ 1,612	$ 4,608
Accounts receivable, net	5,969	5,110
Inventory	3,099	2,845
Prepaid expenses and other current assets	1,032	1,457
Total current assets	11,712	14,020
Non-current Assets:
Property and equipment, net	1,237	1,418
Operating lease right-of-use assets	5,185	5,420
Trademarks and other intangibles, net	46,130	47,665
Equity method investment	18,680	19,195
Deferred tax assets, net	1,107	1,107
Other assets	110	110
Total non-current assets	72,449	74,915
Total Assets	84,161	88,935
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities	5,549	3,958
Accrued income taxes payable	555	568
Accrued payroll	477	416
Current portion of operating lease obligations	1,395	1,376
Current portion of contingent obligations		243
Total current liabilities	7,976	6,561
Long-Term Liabilities:
Long-term portion of operating lease obligations	5,531	5,839
Long-term portion of contingent obligations	6,396	6,396
Total long-term liabilities	11,927	12,235
Total Liabilities	19,903	18,796
Commitments and Contingencies
Stockholders' Equity:
Preferred stock, $.001 par value, 1,000,000 shares authorized, none issued and outstanding
Common stock, $.001 par value, 50,000,000 shares authorized, and 19,633,194 and 19,624,860 shares issued and outstanding at March 31, 2023 and December 31, 2022, respectively	20	20
Paid-in capital	103,649	103,592
Accumulated deficit	(38,440)	(32,797)
Total Xcel Brands, Inc. stockholders' equity	65,229	70,815
Noncontrolling interest	(971)	(676)
Total Stockholders' Equity	64,258	70,139
Total Liabilities and Stockholders' Equity	$ 84,161	$ 88,935

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parenthetical) - $ / shares	Mar. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value (in dollars per share)	$ 0.001	$ 0.001
Preferred stock, shares authorized (in shares)	1,000,000	1,000,000
Preferred stock, shares issued (in shares)	0	0
Preferred stock, shares outstanding (in shares)	0	0
Common stock, par value (in dollars per share)	$ 0.001	$ 0.001
Common stock, shares authorized (in shares)	50,000,000	50,000,000
Common stock, shares issued (in shares)	19,633,194	19,624,860
Common stock, shares outstanding (in shares)	19,633,194	19,624,860

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Revenues
Net revenue	$ 6,050	$ 8,747
Cost of goods sold	2,693	1,680
Gross profit	3,357	7,067
Operating costs and expenses
Salaries, benefits and employment taxes	3,465	4,861
Other selling, general and administrative expenses	3,493	3,416
Total operating costs and expenses	6,958	8,277
Operating loss before other expense (income), including non-cash expenses	(3,601)	(1,210)
Other expense (income), including non-cash expenses
Depreciation and amortization expense	1,797	1,820
Loss from equity method investment	515
Total other expense (income), including non-cash expenses	2,312	1,820
Operating loss	(5,913)	(3,030)
Interest and finance expense
Interest expense - term loan debt		708
Other interest and finance charges, net	25	1
Total interest and finance expense	25	709
Loss before income taxes	(5,938)	(3,739)
Net loss	(5,938)	(3,739)
Net loss attributable to noncontrolling interest	(295)	(252)
Net loss attributable to Xcel Brands, Inc. stockholders	$ (5,643)	$ (3,487)
Loss per common share attributable to Xcel Brands, Inc. stockholders:
Basic net loss per share	$ (0.29)	$ (0.18)
Diluted net loss per share	$ (0.29)	$ (0.18)
Weighted average number of common shares outstanding:
Basic weighted average number of shares outstanding	19,633,194	19,571,119
Diluted weighted average common shares outstanding	19,633,194	19,571,119
Net licensing revenue
Revenues
Net revenue	$ 2,222	$ 5,961
Net sales
Revenues
Net revenue	$ 3,828	$ 2,786

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands	Common Stock	Paid-In Capital [Member]	Retained Earnings (Accumulated Deficit) [Member]	Noncontrolling Interest [Member]	Total
Balances at Dec. 31, 2021	$ 20	$ 103,039	$ (28,779)	$ 662	$ 74,942
Balances (in shares) at Dec. 31, 2021	19,571,119
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Compensation expense related to stock options and restricted stock		30			30
Net loss			(3,487)	(252)	(3,739)
Balances at Mar. 31, 2022	$ 20	103,069	(32,266)	410	71,233
Balances (in shares) at Mar. 31, 2022	19,571,119
Balances at Dec. 31, 2022	$ 20	103,592	(32,797)	(676)	70,139
Balances (in shares) at Dec. 31, 2022	19,624,860
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Compensation expense related to stock options and restricted stock		51			51
Shares issued to consultant in connection with stock grant		6			6
Shares issued to consultant in connection with stock grant (in shares)	8,334
Net loss			(5,643)	(295)	(5,938)
Balances at Mar. 31, 2023	$ 20	$ 103,649	$ (38,440)	$ (971)	$ 64,258
Balances (in shares) at Mar. 31, 2023	19,633,194

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Cash flows from operating activities
Net loss	$ (5,938)	$ (3,739)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	1,797	1,820
Amortization of deferred finance costs included in interest expense		91
Stock-based compensation	57	32
Undistributed proportional share of net loss of equity method investee	515
Changes in operating assets and liabilities:
Accounts receivable	(859)	(1,036)
Inventory	(254)	(566)
Prepaid expenses and other current and non-current assets	425	15
Accounts payable, accrued expenses, accrued payroll, accrued income taxes payable, and other current liabilities	1,396	2,620
Lease-related assets and liabilities	(54)	(128)
Net cash used in operating activities	(2,915)	(891)
Cash flows from investing activities
Purchase of property and equipment	(81)	(35)
Net cash provided by (used in) investing activities	(81)	(35)
Cash flows from financing activities
Payment of long-term debt		(625)
Net cash (used in) provided by financing activities		(625)
Net decrease in cash, cash equivalents, and restricted cash	(2,996)	(1,551)
Cash, cash equivalents, and restricted cash at beginning of period	4,608	5,222
Cash, cash equivalents, and restricted cash at end of period	1,612	3,671
Reconciliation to amounts on consolidated balance sheets:
Cash and cash equivalents	1,612	3,063
Restricted cash		608
Total cash, cash equivalents, and restricted cash	1,612	3,671
Supplemental disclosure of cash flow information:
Cash paid during the period for interest		$ 623
Cash paid during the period for income taxes	$ 16

Nature of Operations, Backgroun

Nature of Operations, Background, and Basis of Presentation	3 Months Ended
	Mar. 31, 2023
Nature of Operations, Background, and Basis of Presentation [Abstract]
Nature of Operations, Background, and Basis of Presentation	1. Nature of Operations, Background, and Basis of Presentation The accompanying condensed consolidated balance sheet as of December 31, 2022 (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 Article 8 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” or "Xcel"). 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, 2022, as filed with the SEC on April 17, 2023. The Company is a media and consumer products company engaged in the design, production, marketing, live streaming, wholesale distribution, and direct-to-consumer sales of branded apparel, footwear, accessories, fine jewelry, home goods and other consumer products, and the acquisition of dynamic consumer lifestyle brands. Currently, the Company’s brand portfolio consists of the LOGO by Lori Goldstein brand (the “Lori Goldstein Brand”), the Halston brands (the "Halston Brand"), the Judith Ripka brands (the "Ripka Brand"), the C Wonder brands (the "C Wonder Brand"), the Longaberger brand (the “Longaberger Brand”), the Isaac Mizrahi brands (the "Isaac Mizrahi Brand"), and other proprietary brands. ● The Lori Goldstein Brand, Halston Brand, Ripka Brand, and C Wonder Brand are wholly owned by the Company. ● The Company manages the Longaberger Brand through its 50% ownership interest in Longaberger Licensing, LLC; the Company consolidates Longaberger Licensing, LLC and recognizes noncontrolling interest for the remaining ownership interest held by a third party. ● The Company manages the Q Optix business through its 50% ownership interest in Q Optix, LLC; the Company consolidates Q Optix, LLC and recognizes noncontrolling interest for the remaining ownership interest held by a third party. ● The Company wholly owned and managed the Isaac Mizrahi Brand through May 31, 2022. On May 31, 2022, the Company sold to a third party a majority interest in a newly-created subsidiary that was formed to hold the Isaac Mizrahi Brand trademarks, but retained a noncontrolling interest in the brand through a 30% ownership interest in IM Topco, LLC, and continues to contribute to the operations of the brand through a service agreement (see Note 2 and Note 11 for additional details). The Company accounts for its interest in IM Topco, LLC using the equity method of accounting. ​ The Company designs, produces, markets, and distributes products, licenses its brands to third parties, and generates licensing revenues through contractual arrangements with manufacturers and retailers. The Company and its licensees distribute through an omni-channel retail sales strategy, which includes distribution through interactive television, digital live-stream shopping, brick-and-mortar retail, wholesale, and e-commerce channels to be everywhere its customers shop. The Company’s wholesale and direct-to-consumer operations are presented as "Net sales" and "Cost of goods sold" in the Condensed Consolidated Statements of Operations, separately from the Company’s net licensing revenue. Liquidity and Management’s Plans The Company incurred a net loss of approximately $5.6 million during the three months ended March 31, 2023 (which included non-cash expenses of approximately $2.4 million), and had an accumulated deficit of approximately $38.4 million as of March 31, 2023. Net cash used in operating activities was approximately $2.9 million for the three months ended March 31, 2023. The Company had working capital (current assets less current liabilities, excluding the current portion of lease obligations and any contingent obligations payable in common stock) of approximately $5.1 million as of March 31, 2023. The Company’s cash and cash equivalents were approximately $1.6 million as of March 31, 2023. The aforementioned factors raise uncertainties about the Company’s ability to continue as a going concern. ​ Management plans to mitigate an expected shortfall of capital and to support future operations by shifting the business from a wholesale/licensing hybrid model into a “licensing-plus” business model. In the first quarter of 2023, the Company began to restructure its business operations by entering into new licensing agreements and joint venture arrangements with best-in-class business partners. The Company entered into a new interactive television licensing agreement with America’s Collectibles Network, Inc. d/b/a Jewelry Television (“JTV”) for the Ripka Brand, and a separate license with JTV for the Ripka Brand’s e-commerce business. For apparel, similar transactions have recently been executed. In conjunction with the launch of the C Wonder Brand on HSN, the Company licensed the wholesale operations related to the brand to One Jeanswear Group, LLC (“OJG”); this new license with OJG also includes certain other new celebrity brands that the Company plans to launch in 2023 and beyond. For the Halston Brand, on May 15, 2023 the Company entered into a new master license agreement for men’s, women’s, and children’s apparel, fashion accessories, and other product categories with an industry-leading wholesale apparel company for distribution through department stores, e-commerce, and other retailers (see Note 13). This new master license for the Halston Brand provides for an upfront cash payment and royalties, including certain guaranteed minimum royalties to the Company, includes significant annual minimum net sales requirements, and has a twenty-five five twenty five ​ Management expects the transition of these operating businesses to be completed by the end of the second quarter of 2023. Management believes that this evolution of the Company’s operating model will provide the Company with significant cost savings and allow the Company to reduce and better manage its exposure to operating risks. As of March 31, 2023, the Company took steps that will reduce payroll costs by $6 million and operating expenses by $7 million over the next twelve months. ​ Based on these recent events and changes in the Company’s business model, management expects to generate adequate cash flows to meet the Company’s operating and capital expenditure needs, for at least the twelve months subsequent to the filing date of this Quarterly Report on Form 10-Q, and therefore, such conditions and uncertainties with respect to the Company’s ability to continue as a going concern as of March 31, 2023, have subsequently been alleviated. ​ ​ Recently Adopted Accounting Pronouncements ​ The Company adopted the provisions of Accounting Standards Update (“ASU”) No. 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (as amended by ASU No. 2018-19 in November 2018, ASU No. 2019-05 in May 2019, ASU No. 2019-10 and 2019-11 in November 2019, ASU No. 2020-02 in February 2020, and ASU No. 2022-02 in March 2022) effective January 1, 2023. This ASU requires entities to estimate lifetime expected credit losses for financial instruments, including trade and other receivables, which will result in earlier recognition of credit losses. The adoption of this new guidance did not have a significant impact on the Company’s results of operations, cash flows, or financial condition.

Equity Method Investment

Equity Method Investment	3 Months Ended
	Mar. 31, 2023
Equity Method Investment, Summarized Financial Information [Abstract]
Equity Method Investment	2. Equity Method Investment IM Topco, LLC On May 27, 2022, Xcel (along with IM Topco, LLC (“IM Topco”) and IM Brands, LLC (“IMB”), both wholly owned subsidiaries of the Company) and IM WHP, LLC (“WHP”), a subsidiary of WHP Global, a private equity-backed brand management and licensing company, entered into a membership purchase agreement. Pursuant to this agreement, on May 31, 2022, (i) the Company contributed assets owned by IMB, including the Isaac Mizrahi Brand trademarks and other intellectual property rights relating thereto into IM Topco, and (ii) the Company sold 70% of the membership interests of IM Topco to WHP. The Company accounts for its 30% interest in the ongoing operations of IM Topco as other expense (income) under the equity method of accounting. Pursuant to the business venture agreement between the Company and WHP governing the operation of IM Topco, IM Topco’s net cash flow (as defined in the agreement) shall be distributed to the members during each fiscal year no less than once per fiscal quarter, as follows: (i) first, 100% to WHP, until WHP has received an aggregate amount during such fiscal year equal to $8,852,000 (subject to adjustment in certain circumstances as set forth in the agreement); (ii) second, 100% to Xcel, until Xcel has received an aggregate amount during such fiscal year equal to $1,316,200 (subject to adjustment in certain circumstances as set forth in the agreement); and (iii) thereafter, in proportion to the members’ respective percentage interests. The Company recognized an equity method loss of $0.52 million related to its investment for the three months ended March 31, 2023, based on the distribution provisions described above. Summarized financial information for IM Topco for the three months ended March 31, 2023 is as follows: ​ ​ ​ ​ ​ ($ in thousands) ​ ​ ​ Revenues ​ $ 3,346 Gross profit ​ ​ 3,346 Loss from continuing operations ​ ​ (143) Net loss ​ ​ (143) ​

Trademarks and Other Intangible

Trademarks and Other Intangibles	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Trademarks and Other Intangibles	3. Trademarks and Other Intangibles Trademarks and other intangibles, net consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average March 31, 2023 ​ Amortization ​ Gross Carrying ​ Accumulated ​ Net Carrying ($ in thousands) ​ Period ​ Amount ​ Amortization ​ Amount Trademarks (finite-lived) 15 years ​ 68,880 ​ 22,866 ​ 46,014 Copyrights and other intellectual property 8 years ​ 429 ​ 313 ​ 116 Total ​ ​ ​ $ 69,309 ​ $ 23,179 ​ $ 46,130 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average December 31, 2022 ​ Amortization Gross Carrying ​ Accumulated ​ Net Carrying ($ in thousands) ​ Period ​ Amount ​ Amortization ​ Amount Trademarks (finite-lived) 15 years ​ 68,880 ​ 21,346 ​ 47,534 Copyrights and other intellectual property 8 years ​ 429 ​ 298 ​ 131 Total ​ $ 69,309 ​ $ 21,644 ​ $ 47,665 ​ Amortization expense for intangible assets was approximately $1.54 million for the three-month period ended March 31, 2023 (the "current quarter") and was approximately $1.53 million for the three-month period ended March 31, 2022 (the "prior year quarter").

Significant Contracts

Significant Contracts	3 Months Ended
	Mar. 31, 2023
Risks and Uncertainties [Abstract]
Significant Contracts and Concentrations	4. Significant Contracts and Concentrations Qurate Agreements Under the Company’s agreements with Qurate Retail Group (“Qurate”), collectively referred to as the Qurate Agreements, Qurate is obligated to make payments to the Company on a quarterly basis, based primarily upon a percentage of net retail sales of certain specified branded merchandise. Net retail sales are defined as the aggregate amount of all revenue generated through the sale of the specified branded products by Qurate and its subsidiaries under the Qurate Agreements, net of customer returns, and excluding freight, shipping and handling charges, and sales, use, or other taxes. Net licensing revenue from the Qurate Agreements represents a significant portion of the Company’s total net revenue. ● Net licensing revenue from the Qurate Agreements totaled $1.52 million and $5.01 million for the current quarter and prior year quarter, respectively, representing approximately 25% and 57% of the Company’s total net revenue for the current quarter and prior year quarter, respectively. The prior year quarter included revenues from Qurate Agreement related to the Isaac Mizrahi Brand; such agreement was assigned to IM Topco on May 31, 2022. ● As of March 31, 2023 and December 31, 2022, the Company had receivables from Qurate of $1.5 million and $0.9 million, respectively, representing approximately 25% and 17% of the Company’s total net accounts receivable, respectively.

Accounts Receivable

Accounts Receivable	3 Months Ended
	Mar. 31, 2023
Accounts Receivable [Abstract]
Accounts Receivable	5. Accounts Receivable Accounts receivable are presented on the Company’s condensed consolidated balance sheets net of allowances for credit losses. Such allowances were approximately $0.0 million as of both March 31, 2023 and December 31, 2022. The Company did not recognize any credit loss expense in the current quarter or prior year quarter. For the current quarter, there were no significant write-offs or recoveries. The allowance for credit losses is determined based upon a variety of judgments and factors. Factors considered in determining the allowance include historical collection, write-off experience, and management's assessment of collectibility from customers, including current conditions, reasonable forecasts, and expectations of future collectibility and collection efforts. Management continuously assesses the collectibility of receivables and adjusts estimates based on actual experience and future expectations based on economic indicators. Management also monitors the aging analysis of receivables to determine if there are changes in the collections of accounts receivable. Receivable balances are written-off against the allowance for credit losses when such balances are deemed to be uncollectible. Also, as of March 31, 2023 and December 31, 2022, approximately $1.86 million and $1.65 million, respectively, of the Company's outstanding receivables were assigned to a third-party agent pursuant to a services agreement entered into during the third quarter of 2022, under which the Company assigned, for purposes of collection only, the right to collect certain specified receivables on the Company's behalf and solely for the Company's benefit. Under such agreement, the Company retains ownership of such assigned receivables, and receives payment from the agent (less certain fees charged by the agent) upon the agent's collection of the receivables from customers. During the current quarter, the Company paid approximately $0.05 million in fees to the agent under the aforementioned services agreement.

Leases

Leases	3 Months Ended
	Mar. 31, 2023
Leases [Abstract]
Leases	6. Leases The Company has an operating lease for its corporate offices and operations facility, as well as certain equipment with a term of 12 months or less. The Company also has an operating lease for its former retail store location, which was closed in 2022; the Company is currently in the process of negotiating the termination of this lease. As of March 31, 2023, the Company’s real estate leases have remaining lease terms of 4 – 6 years, with a weighted average remaining lease term of approximately 4.7 years and a weighted average discount rate of 6.25%. Lease expense included in selling, general and administrative expenses on the Company’s unaudited condensed consolidated statements of operations was approximately $0.4 million for both the current quarter and prior year quarter. Cash paid for amounts included in the measurement of operating lease liabilities was $0.4 million and $0.6 million in the current quarter and prior year quarter, respectively. As of March 31, 2023, the maturities of lease obligations were as follows: ​ ​ ​ ​ ​ ($ in thousands) ​ ​ 2023 (April 1 through December 31) ​ $ 1,290 2024 ​ ​ 1,711 2025 ​ 1,711 2026 ​ 1,711 2027 ​ 1,452 Thereafter (through 2028) ​ 158 Total lease payments ​ ​ 8,033 Less: Discount ​ ​ 1,107 Present value of lease liabilities ​ ​ 6,926 Current portion of lease liabilities ​ ​ 1,395 Non-current portion of lease liabilities ​ $ 5,531 ​

Debt

Debt	3 Months Ended
	Mar. 31, 2023
Debt Disclosure [Abstract]
Debt	7. Debt The Company did not have any debt obligations as of March 31, 2023 or December 31, 2022. ​ From December 30, 2021 through May 31, 2022, the Company had term loan debt outstanding pursuant to an agreement with First Eagle Alternative Credit Agent, LLC (“FEAC”); this debt was repaid in full and extinguished on May 31, 2022. For the prior year quarter, the Company incurred interest expense (including both interest paid in cash and the amortization of deferred finance costs) related to term loan debt of approximately $0.71 million, and the effective interest rate related to term loan debt was approximately 9.8%.

Stockholders' Equity

Stockholders' Equity	3 Months Ended
	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
Stockholders' Equity	8. Stockholders’ Equity Equity Incentive Plans A total of 4,000,000 shares of common stock are eligible for issuance under the Company’s 2021 Equity Incentive Plan (the “2021 Plan”). The 2021 Plan provides for the grant of any or all of the following types of awards: stock options (incentive or non-qualified), restricted stock, restricted stock units, performance awards, or cash awards. The 2021 Plan is administered by the Company’s Board of Directors, or, at the Board’s discretion, a committee of the Board. In addition, stock-based awards (including options, warrants, and restricted stock) previously granted under the Company’s 2011 Equity Incentive Plan (the “2011 Plan”) remain outstanding and shares of common stock may be issued to satisfy options or warrants previously granted under the 2011 Plan, although no new awards may be granted under the 2011 Plan. Stock-based Compensation The Company accounts for stock-based compensation in accordance with Accounting Standards Codification (“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. Forfeitures are accounted for as a reduction of compensation cost in the period when such forfeitures occur. 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) until the time the performance obligation is satisfied. Expense for such awards is recognized only to the extent that the achievement of the specified performance target(s) has been met or is considered probable. Total expense recognized in the current quarter and prior year quarter for all forms of stock-based compensation was approximately $0.06 million and $0.03 million, respectively. Of the current quarter expense amount, substantially all of the expense related to directors and consultants, and was recorded within other selling, general and administrative expenses in the accompanying condensed consolidated statements of operations. Of the prior year quarter expense amount, approximately $0.01 million related to employees and was recorded within salaries, benefits and expenses, while approximately $0.02 million related to directors and consultants and was recorded within other selling, general and administrative expenses. Stock Options 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, 2023 5,614,310 ​ $ 2.12 4.76 ​ $ — Granted — ​ — ​ Canceled — ​ — ​ Exercised — ​ — ​ Expired/Forfeited (245,530) ​ 3.84 ​ Outstanding at March 31, 2023, and expected to vest 5,368,780 ​ $ 2.04 4.69 ​ $ — Exercisable at March 31, 2023 1,671,280 ​ $ 2.76 2.22 ​ $ — ​ Compensation expense related to stock options for the current quarter and the prior year quarter was approximately $0.03 million and $0.02 million, respectively. Total unrecognized compensation expense related to unvested stock options at March 31, 2023 was approximately $0.06 million and is expected to be recognized over a weighted average period of approximately 1.01 years. A summary of the Company’s non-vested stock options activity for the current quarter is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date ​ Options Fair Value Balance at January 1, 2023 3,697,500 ​ $ 0.05 Granted — ​ — Vested — ​ ​ — Forfeited or Canceled — ​ — Balance at March 31, 2023 3,697,500 ​ $ 0.05 ​ Warrants A summary of the Company’s warrants activity for the current quarter is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ Weighted ​ Remaining ​ ​ ​ ​ ​ ​ Average Contractual ​ Aggregate ​ ​ Number of ​ Exercise Life ​ Intrinsic ​ Warrants Price (in Years) Value Outstanding and exercisable at January 1, 2023 116,065 ​ $ 3.15 1.57 ​ $ — Granted — ​ — ​ ​ Canceled — ​ — ​ ​ Exercised — ​ — ​ ​ Expired/Forfeited — ​ — ​ ​ Outstanding and exercisable at March 31, 2023 116,065 ​ $ 3.15 1.32 ​ $ — ​ No compensation expense related to warrants was recognized in the current quarter or prior year quarter. Stock Awards 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, 2023 333,333 ​ $ 3.71 Granted 8,334 ​ 0.75 Canceled — ​ — Vested (8,334) ​ 0.75 Expired/Forfeited — ​ — Outstanding at March 31, 2023 333,333 ​ $ 3.71 ​ On January 1, 2023, the Company issued 8,334 shares of common stock to a consultant, which vested immediately. Compensation expense related to stock awards was approximately $0.03 million for the current quarter and approximately $0.01 million for the prior year quarter. Total unrecognized compensation expense related to unvested restricted stock grants at March 31, 2023 was approximately $0.04 million and is expected to be recognized over a weighted average period of approximately 1.04 years. Restricted Stock Units There were no restricted stock units outstanding as of March 31, 2023 and December 31, 2022, and no restricted stock units have been issued since the inception of the 2021 Plan. Shares Available Under the Company’s Equity Incentive Plans As of March 31, 2023, there were 3,321,075 shares of common stock available for award grants under the 2021 Plan. Shares Reserved for Issuance As of March 31, 2023, there were 8,805,920 shares of common stock reserved for issuance, including 5,484,845 shares reserved pursuant to unexercised warrants and stock options previously granted under the 2011 Plan, 376,850 shares reserved pursuant to unexercised stock options granted under the 2021 Plan, and 3,321,075 shares available for issuance under the 2021 Plan.

Earnings (Loss) Per Share

Earnings (Loss) Per Share	3 Months Ended
	Mar. 31, 2023
Earnings (Loss) Per Share [Abstract]
Earnings (Loss) Per Share	9. Earnings (Loss) Per Share Basic earnings (loss) 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. Diluted EPS excludes all potentially dilutive shares of common stock if their effect is anti-dilutive. The following table is a reconciliation of the numerator and denominator of the basic and diluted net (loss) income per share computations for the three months ended March 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2023 2022 ​ Numerator: ​ ​ ​ ​ ​ ​ ​ Net loss attributable to Xcel Brands, Inc. stockholders (in thousands) ​ $ (5,643) ​ $ (3,487) ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ Basic weighted average number of shares outstanding ​ ​ 19,633,194 ​ 19,571,119 Add: Effect of warrants ​ ​ — ​ — Add: Effect of stock options ​ ​ — ​ ​ — ​ Diluted weighted average number of shares outstanding ​ ​ 19,633,194 ​ 19,571,119 ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic net loss per share ​ $ (0.29) ​ $ (0.18) ​ Diluted net loss per share ​ $ (0.29) ​ $ (0.18) ​ ​ As a result of the net loss for the current quarter and prior year quarter, the Company calculated diluted EPS using basic weighted average shares outstanding for such periods, as utilizing diluted shares would be anti-dilutive to loss per share. ​ The computation of diluted EPS excludes the following potentially dilutive securities because their inclusion would be anti-dilutive: ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2023 2022 ​ Stock options ​ 5,368,780 ​ 5,266,660 ​ Warrants ​ 116,065 ​ 116,065 ​ Total ​ 5,484,845 5,382,725 ​

Income Taxes

Income Taxes	3 Months Ended
	Mar. 31, 2023
Income Taxes
Income Taxes	10. Income Taxes The estimated annual effective income tax rate for the current quarter and the prior year quarter was approximately 0% for both periods, resulting in an income tax benefit of $0 for both periods. For both the current quarter and the prior year quarter, the federal statutory rate differed from the effective tax rate due to the recording of a valuation allowance against the benefit that would have otherwise been recognized, as it was considered not more likely than not that the net operating losses generated during each period will be utilized in future periods.

Related Party Transactions

Related Party Transactions	3 Months Ended
	Mar. 31, 2023
Related Party Transactions [Abstract]
Related Party Transactions	11. Related Party Transactions IM Topco, LLC The Company holds a noncontrolling interest in IM Topco, which is accounted for under the equity method of accounting. On May 31, 2022, the Company entered into a services agreement with IM Topco, pursuant to which the Company provides certain design and support services (including assistance with the operations of the interactive television business and related talent support) to IM Topco in exchange for payments of $300,000 per year. For the three months ended March 31, 2023, the Company recognized service fee income related to this agreement of $75,000. On May 31, 2022, the Company entered into a license agreement with IM Topco, pursuant to which IM Topco granted the Company a license to use certain Isaac Mizrahi trademarks on and in connection with the design, manufacture, distribution, sale, and promotion of women’s sportswear products in the United States and Canada during the term of the agreement, in exchange for the payment of royalties in connection therewith. The initial term of this agreement was set to end on December 31, 2026, and provided guaranteed royalties to IM Topco of $400,000 per year. Effective December 16, 2022, the license agreement between IM Topco and Xcel was terminated in favor of a new similar license agreement between IM Topco and an unrelated third party. However, as part of the termination of the May 31, 2022 license agreement, Xcel provided a guarantee to IM Topco for the payment of any difference between (i) the royalties received by IM Topco from the unrelated third party under the new agreement and (ii) the amount of guaranteed royalties that IM Topco would have received from Xcel under the May 31, 2022 agreement. For the three months ended March 31, 2023, the estimated amount of such shortfall was approximately $60,000, which the Company recognized as royalty expense in the condensed consolidated statements of operations. ​

Commitments and Contingencies

Commitments and Contingencies	3 Months Ended
	Mar. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	12. Commitments and Contingencies Contingent Obligation – Lori Goldstein Earn-Out In connection with the April 1, 2021 purchase of the Lori Goldstein trademarks, the Company agreed to pay the seller additional cash consideration (the “Lori Goldstein Earn-Out”) of up to $12.5 million, based on royalties earned during the six Contingent Obligation – Isaac Mizrahi Transaction In connection with the May 31, 2022 transaction related to the sale of a majority interest in the Isaac Mizrahi Brand (see Note 2), the Company agreed with WHP that, in the event that IM Topco receives less than $13.3 million in aggregate royalties for any four consecutive calendar quarters over a three-year period ending on May 31, 2025, WHP will be entitled to receive from the Company up to $16 million, less all amounts of net cash flow distributed to WHP on an accumulated basis, as an adjustment to the purchase price previously paid by WHP. Such amount would be payable by the Company in either cash or equity interests in IM Topco held by the Company. No amount has been recorded in the accompanying condensed consolidated balance sheets related to this contingent obligation, and management believes the likelihood of any such payment is remote. Based on IM Topco’s earnings from May 31, 2022 through March 31, 2023 and the applicable distribution provisions, WHP earned $5.89 million in cash flow, which reduces the maximum potential purchase price adjustment to $10.11 million. ​ Legal Proceedings From time to time, the Company becomes involved in legal claims and litigation in the ordinary course of business. In the opinion of management, based on consultations with legal counsel, the disposition of litigation currently pending against the Company is unlikely to have, individually or in the aggregate, a materially adverse effect on the Company’s business, financial position, results of operations, or cash flows. The Company routinely assesses all its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable. Other Matters On November 22, 2022, the Company received a letter from the Listing Qualifications Department of The Nasdaq Stock Market (“Nasdaq”) notifying the Company that the minimum bid price per share for its common stock fell below $1.00 for a period of 30 consecutive business days. Therefore, the Company did not meet the minimum bid price requirement set forth in the Nasdaq Listing Rules. The letter also states that pursuant to Nasdaq Listing Rules 5810(c)(3)(A), the Company will be provided 180 calendar days to regain compliance with the minimum bid price requirement, or until May 22, 2022. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company can regain compliance if, at any time during the Tolling Period or such 180-day period, the closing bid price of the Company’s common stock is at least $1.00 for a minimum period of 10 consecutive business days. If by May 22, 2023, the Company does not regain compliance with the Nasdaq Listing Rules, the Company may be eligible for additional time to regain compliance pursuant to Nasdaq Listing Rule 5810(c)(3)(A)(ii). To qualify, the Company would need to submit a transfer application and a $5,000 application fee. The Company would also need to provide written notice to Nasdaq of its intention to cure the minimum bid price deficiency during the second compliance period by effecting a reverse stock split, if necessary. As part of its review process, the Nasdaq staff will make a determination of whether it believes the Company will be able to cure this deficiency. Should the Nasdaq staff conclude that the Company will not be able to cure the deficiency, or should the Company determine not to submit a transfer application or make the required representation, Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting. If the Company does not regain compliance within the allotted compliance period, including any extensions that may be granted by Nasdaq, Nasdaq will provide notice that the Company’s shares of common stock will be subject to delisting from the Nasdaq Global Market. At such time, the Company may appeal the delisting determination to a hearings panel. The Company intends to monitor its closing bid price and the market value of its publicly held common stock between now and May 22, 2023, and will consider available options to resolve the Company’s noncompliance with the minimum bid price requirement, as may be necessary. There can be no assurance that the Company will be able to regain compliance with the minimum bid price requirement or will otherwise be in compliance with other Nasdaq listing criteria.

Subsequent Events

Subsequent Events	3 Months Ended
	Mar. 31, 2023
Subsequent Events.
Subsequent Events	13. Subsequent Events On May 15, 2023, the Company, through its subsidiaries, H Halston, LLC and H Heritage Licensing, LLC (collectively, the “Licensor”), entered into a master license agreement relating to the Halston Brand (the “Halston Master License”) with an industry-leading wholesale apparel company, for men’s and women’s apparel, men’s and women’s fashion accessories, children’s apparel and accessories, home, airline amenity and amenity kits, and such other product categories as mutually agreed upon. The Halston Master License provides for an upfront cash payment and royalties payable to the Company, including certain guaranteed minimum royalties, includes significant annual minimum net sales requirements, and has a twenty-five five twenty five twenty-five ten

Equity Method Investment (Table

Equity Method Investment (Tables)	3 Months Ended
	Mar. 31, 2023
Acquisitions, Divestitures and Variable Interest Entities[Abstract]
Summarized financial information for IM Topco	​ ​ ​ ​ ​ ($ in thousands) ​ ​ ​ Revenues ​ $ 3,346 Gross profit ​ ​ 3,346 Loss from continuing operations ​ ​ (143) Net loss ​ ​ (143)

Trademarks and Other Intangib_2

Trademarks and Other Intangibles (Tables)	3 Months Ended
	Mar. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Schedule of Trademarks and Other Intangibles	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average March 31, 2023 ​ Amortization ​ Gross Carrying ​ Accumulated ​ Net Carrying ($ in thousands) ​ Period ​ Amount ​ Amortization ​ Amount Trademarks (finite-lived) 15 years ​ 68,880 ​ 22,866 ​ 46,014 Copyrights and other intellectual property 8 years ​ 429 ​ 313 ​ 116 Total ​ ​ ​ $ 69,309 ​ $ 23,179 ​ $ 46,130 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average December 31, 2022 ​ Amortization Gross Carrying ​ Accumulated ​ Net Carrying ($ in thousands) ​ Period ​ Amount ​ Amortization ​ Amount Trademarks (finite-lived) 15 years ​ 68,880 ​ 21,346 ​ 47,534 Copyrights and other intellectual property 8 years ​ 429 ​ 298 ​ 131 Total ​ $ 69,309 ​ $ 21,644 ​ $ 47,665 ​

Leases (Tables)

Leases (Tables)	3 Months Ended
	Mar. 31, 2023
Leases [Abstract]
Maturities of Lease Liabilities	​ ​ ​ ​ ​ ($ in thousands) ​ ​ 2023 (April 1 through December 31) ​ $ 1,290 2024 ​ ​ 1,711 2025 ​ 1,711 2026 ​ 1,711 2027 ​ 1,452 Thereafter (through 2028) ​ 158 Total lease payments ​ ​ 8,033 Less: Discount ​ ​ 1,107 Present value of lease liabilities ​ ​ 6,926 Current portion of lease liabilities ​ ​ 1,395 Non-current portion of lease liabilities ​ $ 5,531

Stockholders' Equity (Tables)

Stockholders' Equity (Tables)	3 Months Ended
	Mar. 31, 2023
Stockholders' Equity Note [Abstract]
Summary of Stock Option Activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ Weighted ​ Remaining ​ ​ ​ ​ ​ ​ ​ Average ​ Contractual ​ Aggregate ​ ​ Number of ​ Exercise ​ Life ​ Intrinsic ​ Options Price (in Years) Value Outstanding at January 1, 2023 5,614,310 ​ $ 2.12 4.76 ​ $ — Granted — ​ — ​ Canceled — ​ — ​ Exercised — ​ — ​ Expired/Forfeited (245,530) ​ 3.84 ​ Outstanding at March 31, 2023, and expected to vest 5,368,780 ​ $ 2.04 4.69 ​ $ — Exercisable at March 31, 2023 1,671,280 ​ $ 2.76 2.22 ​ $ — ​
Summary of Stock Option Activity for Non-Vested Options	​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date ​ Options Fair Value Balance at January 1, 2023 3,697,500 ​ $ 0.05 Granted — ​ — Vested — ​ ​ — Forfeited or Canceled — ​ — Balance at March 31, 2023 3,697,500 ​ $ 0.05 ​
Summary of Warrant Activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ Weighted ​ Remaining ​ ​ ​ ​ ​ ​ Average Contractual ​ Aggregate ​ ​ Number of ​ Exercise Life ​ Intrinsic ​ Warrants Price (in Years) Value Outstanding and exercisable at January 1, 2023 116,065 ​ $ 3.15 1.57 ​ $ — Granted — ​ — ​ ​ Canceled — ​ — ​ ​ Exercised — ​ — ​ ​ Expired/Forfeited — ​ — ​ ​ Outstanding and exercisable at March 31, 2023 116,065 ​ $ 3.15 1.32 ​ $ — ​
Summary of Restricted Stock Activity	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Number of ​ Average ​ ​ Restricted ​ Grant Date ​ Shares Fair Value Outstanding at January 1, 2023 333,333 ​ $ 3.71 Granted 8,334 ​ 0.75 Canceled — ​ — Vested (8,334) ​ 0.75 Expired/Forfeited — ​ — Outstanding at March 31, 2023 333,333 ​ $ 3.71 ​

Earnings (Loss) Per Share (Tabl

Earnings (Loss) Per Share (Tables)	3 Months Ended
	Mar. 31, 2023
Earnings (Loss) Per Share [Abstract]
Schedule of the basic and diluted net loss per share	​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2023 2022 ​ Numerator: ​ ​ ​ ​ ​ ​ ​ Net loss attributable to Xcel Brands, Inc. stockholders (in thousands) ​ $ (5,643) ​ $ (3,487) ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ Basic weighted average number of shares outstanding ​ ​ 19,633,194 ​ 19,571,119 Add: Effect of warrants ​ ​ — ​ — Add: Effect of stock options ​ ​ — ​ ​ — ​ Diluted weighted average number of shares outstanding ​ ​ 19,633,194 ​ 19,571,119 ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic net loss per share ​ $ (0.29) ​ $ (0.18) ​ Diluted net loss per share ​ $ (0.29) ​ $ (0.18) ​ ​
Anti-dilutive Securities Excluded from Computation of Earnings (Loss) Per Share	​ ​ ​ ​ ​ ​ ​ ​ ​ Three Months Ended ​ ​ ​ March 31, ​ ​ 2023 2022 ​ Stock options ​ 5,368,780 ​ 5,266,660 ​ Warrants ​ 116,065 ​ 116,065 ​ Total ​ 5,484,845 5,382,725

Nature of Operations, Backgro_2

Nature of Operations, Background, and Basis of Presentation (Details)	3 Months Ended
	Mar. 31, 2023	May 31, 2022
Longaberger Licensing, LLC | Variable Interest Entity, Primary Beneficiary
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage	50%
Q Optix, LLC | Variable Interest Entity, Primary Beneficiary
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage	50%
IM Topco, LLC
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Ownership interest		30%

Nature of Operations, Backgro_3

Nature of Operations, Background, and Basis of Presentation - Liquidity (Details) - USD ($) $ in Thousands		3 Months Ended
	May 15, 2023	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Net (loss) income		$ (5,643)	$ (3,487)
Net loss		5,938	3,739
Accumulated deficit		(38,440)		$ (32,797)
Other Noncash Expense		2,400
Net cash used in operating activities		2,915	891
Working capital, Net		5,100
Cash and cash equivalents		1,612	3,063
Reduction in payroll costs		6,000
Reduction in operating expenses		$ 7,000
Payment of long-term debt			$ 625
Halston License | Subsequent Events
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Additional royalty payable term	20 years
Halston License | Minimum | Subsequent Events
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Royalty payable term	5 years
Halston License | Maximum | Subsequent Events
New Accounting Pronouncements or Change in Accounting Principle [Line Items]
Royalty payable term	25 years

Equity Method Investment - IM T

Equity Method Investment - IM Topco, LLC (Details) - USD ($)		3 Months Ended
	May 31, 2022	Mar. 31, 2023	May 27, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss from equity method investment		$ (515,000)
IM Topco, LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership interest	30%
IM Topco, LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Loss from equity method investment		$ (520,000)
Business Venture Agreement
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net cash flow distributable to members (in percent)	100%
Net cash flow distributable to members	$ 1,316,200
Business Venture Agreement | WHP
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net cash flow distributable to members (in percent)	100%
Net cash flow distributable to members	$ 8,852,000
IM Brand trademarks and other intellectual property rights | Disposed of by Sale | IM Topco, LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Ownership interest			70%

Equity Method Investment - Summ

Equity Method Investment - Summarized financial information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Gross Profit	$ 3,357	$ 7,067
Net loss	(5,938)	$ (3,739)
IM Topco, LLC
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Revenues	3,346
Gross Profit	3,346
Loss from continuing operations	(143)
Net loss	$ (143)

Trademarks and Other Intangib_3

Trademarks and Other Intangibles - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for intangible assets	$ 1,540	$ 1,530

Trademarks and Other Intangib_4

Trademarks and Other Intangibles - Schedule of Trademarks and Other Intangibles (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Trademarks and Other Intangibles
Gross Carrying Amount (definite-lived)	$ 69,309
Gross Carrying Amount, Total		$ 69,309
Accumulated Amortization	23,179	21,644
Net Carrying Amount	46,130
Net Carrying Amount, Total	$ 46,130	$ 47,665
Trademarks
Trademarks and Other Intangibles
Weighted Average Amortization Period	15 years	15 years
Gross Carrying Amount (definite-lived)	$ 68,880	$ 68,880
Accumulated Amortization	22,866	21,346
Net Carrying Amount	$ 46,014	$ 47,534
Copyrights and other intellectual property
Trademarks and Other Intangibles
Weighted Average Amortization Period	8 years	8 years
Gross Carrying Amount (definite-lived)	$ 429	$ 429
Accumulated Amortization	313	298
Net Carrying Amount	$ 116	$ 131

Significant Contracts and Conce

Significant Contracts and Concentrations - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Product Information [Line Items]
Net revenue	$ 6,050	$ 8,747
Accounts receivable	5,969		$ 5,110
Net licensing revenue
Product Information [Line Items]
Net revenue	$ 2,222	$ 5,961
Sales [Member] | Customer Concentration Risk [Member] | Qurate
Product Information [Line Items]
Concentration Risk, Percentage	25%	57%
Sales [Member] | Customer Concentration Risk [Member] | Qurate | Net licensing revenue
Product Information [Line Items]
Net revenue	$ 1,520	$ 5,010
Accounts Receivable [Member] | Customer Concentration Risk [Member] | Qurate
Product Information [Line Items]
Concentration Risk, Percentage	25%		17%
Accounts receivable	$ 1,500		$ 900

Accounts Receivable (Details)

Accounts Receivable (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Accounts Receivable [Abstract]
Allowance for doubtful accounts receivable	$ 0
Accounts receivable, assigned to third party agent for collection	1,860	$ 1,650
Accounts receivable, collection agent fees	$ 50

Leases - Narrative (Details)

Leases - Narrative (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Lessee, Lease, Description [Line Items]
Weighted average remaining lease term for operating leases	4 years 8 months 12 days
Weighted average discount rate	6.25%
Cash payments for operating lease expense	$ 0.4	$ 0.6
Selling, general and administrative expenses
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 0.4	$ 0.4
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease term	4 years
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease term	6 years

Leases - Maturities of Lease Li

Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2023	Dec. 31, 2022
Leases [Abstract]
2023 (April 1 through December 31)	$ 1,290
2024	1,711
2025	1,711
2026	1,711
2027	1,452
Thereafter (through 2028)	158
Total lease payments	8,033
Less: Discount	1,107
Present value of lease liabilities	6,926
Current portion of lease liabilities	1,395	$ 1,376
Non-current portion of lease liabilities	$ 5,531	$ 5,839

Debt - Narrative (Details)

Debt - Narrative (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2022 USD ($)
Debt Disclosure [Abstract]
Effective interest rate (as percentage)	9.80%
Repayment of principal	$ 625

Stockholders' Equity - Equity I

Stockholders' Equity - Equity Incentive Plans (Details)	Mar. 31, 2023 shares
Stockholders' Equity
Shares of common stock reserved for issuance (in shares)	8,805,920
2011 Equity Incentive Plan | Unexercised Stock Options
Stockholders' Equity
Shares are granted available for issuance (in shares)	5,484,845
2021 Equity Incentive Plan
Stockholders' Equity
Number of common stock eligible for issuance	4,000,000
Shares are granted available for issuance (in shares)	3,321,075
Shares of common stock reserved for issuance (in shares)	3,321,075
2021 Equity Incentive Plan | Stock options
Stockholders' Equity
Shares of common stock reserved for issuance (in shares)	376,850

Stockholders' Equity - Stock-ba

Stockholders' Equity - Stock-based Compensation (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Stockholders' Equity
Compensation expense	$ 60	$ 30
Operating cost	$ 57	32
Non Management Directors
Stockholders' Equity
Compensation expense		20
Employee
Stockholders' Equity
Compensation expense		$ 10

Stockholders' Equity - Stock Op

Stockholders' Equity - Stock Options (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Other disclosures
Compensation expense	$ 60,000	$ 30,000
Employee
Other disclosures
Compensation expense		10,000
Non Management Directors
Other disclosures
Compensation expense		20,000
Stock options
Number of Options
Outstanding, beginning balance (in shares)	5,614,310
Granted (in shares)	0
Canceled (in shares)	0
Exercised (in shares)	0
Expired/Forfeited (in shares)	(245,530)
Outstanding, ending balance (in shares)	5,368,780		5,614,310
Exercisable (in shares)	1,671,280
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 2.12
Granted (in dollars per share)	0
Canceled (in dollars per share)	0
Exercised (in dollars per share)	0
Expired/Forfeited (in dollars per share)	3.84
Outstanding, ending balance (in dollars per share)	2.04		$ 2.12
Exercisable (in dollars per share)	$ 2.76
Other disclosures
Outstanding Weighted Average Remaining Contractual Life (in Years)	4 years 8 months 8 days		4 years 9 months 3 days
Exercisable Weighted Average Remaining Contractual Life (in Years)	2 years 2 months 19 days
Aggregate Intrinsic Value, Outstanding	$ 0		$ 0
Aggregate Intrinsic Value, Exercisable	0
Compensation expense	30,000	$ 20,000
Unrecognized compensation expense	$ 60,000
Weighted average period of recognition	1 year 3 days

Stockholders' Equity - Non-Vest

Stockholders' Equity - Non-Vested Options (Details)	3 Months Ended
	Mar. 31, 2023 $ / shares shares
Stock options
Number of Options
Beginning Balance (in shares)	3,697,500
Ending Balance (in shares)	3,697,500
Weighted Average Grant Date Fair Value
Beginning Balance (in dollars per share) | $ / shares	$ 0.05
Ending Balance (in dollars per share) | $ / shares	$ 0.05
Stock options
Number of Options
Granted (in shares)	0

Stockholders' Equity - Warrants

Stockholders' Equity - Warrants (Details) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2023	Mar. 31, 2022	Dec. 31, 2022
Other disclosures
Compensation expense	$ 60,000	$ 30,000
Warrants
Number of Other than Options
Outstanding and exercisable, beginning balance (in shares)	116,065
Granted (in shares)	0
Canceled (in shares)	0
Exercised (in shares)	0
Expired/Forfeited (in shares)	0
Outstanding and exercisable, ending balance (in shares)	116,065		116,065
Weighted Average Exercise Price
Outstanding and exercisable, beginning balance (in dollars per share)	$ 3.15
Granted (in dollars per share)	0
Canceled (in dollars per share)	0
Exercised (in dollars per share)	0
Expired/Forfeited (in dollars per share)	0
Outstanding and exercisable, ending balance (in dollars per share)	$ 3.15		$ 3.15
Weighted Average Remaining Contractual Life (in Years), Outstanding and exercisable	1 year 3 months 25 days		1 year 6 months 25 days
Aggregate Intrinsic Value, Outstanding and exercisable	$ 0		$ 0
Other disclosures
Compensation expense	$ 0		$ 0

Stockholders' Equity - Stock Aw

Stockholders' Equity - Stock Awards (Details) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
	Apr. 20, 2022	Mar. 31, 2023	Mar. 31, 2022
Other disclosures
Compensation expense		$ 60	$ 30
Non Management Directors
Other disclosures
Compensation expense			20
Employee
Other disclosures
Compensation expense			10
Restricted Stock
Number of Other than Options
Outstanding, beginning balance (in shares)		333,333
Granted (in shares)		8,334
Canceled (in shares)		0
Vested (in shares)		(8,334)
Expired/Forfeited (in shares)		0
Outstanding, ending balance (in shares)		333,333
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)		$ 3.71
Granted (in dollars per share)		0.75
Canceled (in dollars per share)		0
Vested (in dollars per share)		0.75
Expired/Forfeited (in dollars per share)		0
Outstanding, ending balance (in dollars per share)		$ 3.71
Other disclosures
Compensation expense		$ 30	$ 10
Unrecognized compensation expense		$ 40
Weighted average period of recognition		1 year 14 days
Restricted Stock | Consultant
Number of Other than Options
Granted (in shares)	8,334

Stockholders' Equity - Restrict

Stockholders' Equity - Restricted Stock (Details) - shares	Mar. 31, 2023	Dec. 31, 2022
Stockholders' Equity
Common stock, shares outstanding (in shares)	19,633,194	19,624,860
Common stock, shares issued (in shares)	19,633,194	19,624,860
Restricted Stock
Stockholders' Equity
Common stock, shares outstanding (in shares)	0
Common stock, shares issued (in shares)	0

Earnings (Loss) Per Share - Bas

Earnings (Loss) Per Share - Basic and Diluted Earnings Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Earnings (Loss) Per Share [Abstract]
Net loss attributable to Xcel Brands, Inc. stockholders	$ (5,643)	$ (3,487)
Basic weighted average number of shares outstanding	19,633,194	19,571,119
Diluted weighted average number of shares outstanding	19,633,194	19,571,119
Basic net loss per share	$ (0.29)	$ (0.18)
Diluted net loss per share	$ (0.29)	$ (0.18)

Earnings (Loss) Per Share - Ant

Earnings (Loss) Per Share - Anti-dilutive Securities Excluded (Details) - shares	3 Months Ended
	Mar. 31, 2023	Mar. 31, 2022
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities	5,484,845	5,382,725
Stock options
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities	5,368,780	5,266,660
Warrants
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Dilutive securities	116,065	116,065

Income Taxes (Details)

Income Taxes (Details) $ in Thousands	15 Months Ended
	Mar. 31, 2023 USD ($)
Income Taxes
Effective income tax rate	0%
Income tax benefit	$ 0

Related Party Transactions - Is

Related Party Transactions - Isaac Mizrahi (Details) - USD ($)	3 Months Ended
	Mar. 31, 2023	May 31, 2022
Restricted Stock
Asset Purchase Agreement
Number of shares vested	8,334
IM Topco [Member] | Services Agreement
Asset Purchase Agreement
Due from related party		$ 300,000
Revenue from services provided	$ 75,000
IM Topco [Member] | License Agreement
Asset Purchase Agreement
Royalty guarantees	400,000
Recognized royalty expense	$ 60,000

Commitments and Contingencies -

Commitments and Contingencies - Narrative (Details) $ in Thousands			3 Months Ended		12 Months Ended
	May 31, 2022 USD ($) item	Apr. 01, 2021 USD ($)	Mar. 31, 2023 USD ($)	Mar. 31, 2022 USD ($)	Dec. 31, 2022 USD ($)
Commitments and Contingencies
Weighted average remaining lease term for operating leases			4 years 8 months 12 days
Weighted average discount rate			6.25%
Cash payments for operating lease expense			$ 400	$ 600
Contingent obligation			$ 6,396		$ 6,396
Earn-out balance before settlement					243
Additional consideration is payable to the seller					200
Minimum
Commitments and Contingencies
Remaining lease term			4 years
Maximum
Commitments and Contingencies
Remaining lease term			6 years
Isaac Mizrahi sale transaction with IM Topco | Disposed of by Sale
Commitments and Contingencies
Number of consecutive quarters for royalty payable term | item	4
Royalty payable term	3 years
Contingent obligation	$ 0
Isaac Mizrahi sale transaction with IM Topco | Disposed of by Sale | WHP
Commitments and Contingencies
WHP earned in cashflow					5,890
Adjustments to purchase price payable					10,110
Isaac Mizrahi sale transaction with IM Topco | Disposed of by Sale | Maximum
Commitments and Contingencies
Royalty guarantees	13,300
Adjustments to purchase price payable	$ 16,000
Lori Goldstein Brand
Commitments and Contingencies
Contingent consideration		$ 12,500
Contingent obligation			$ 6,400		6,400
Earn-out balance before settlement					200
Royalties earned			6 years
Contingent obligation (Lori Goldstein Earn-Out)					$ 6,600

Subsequent Events - Narrative (

Subsequent Events - Narrative (Details) - USD ($) $ / shares in Units, $ in Millions	May 15, 2023	Mar. 31, 2023	Dec. 31, 2022	May 27, 2022
Subsequent Event [Line Items]
Purchaseable stock		19,633,194	19,624,860
IM Intellectual Property | Disposed of by Sale | IM Topco, LLC
Subsequent Event [Line Items]
Ownership interest				70%
Subsequent Events | Halston License
Subsequent Event [Line Items]
Additional royalty payable term	20 years
Total purchase price	$ 5
Warrant term	10 years
Subsequent Events | Halston License | Minimum
Subsequent Event [Line Items]
Royalty payable term	5 years
Subsequent Events | Halston License | Maximum
Subsequent Event [Line Items]
Royalty payable term	25 years
Subsequent Events | Halston License | Warrants
Subsequent Event [Line Items]
Purchaseable stock	1,000,000
Warrants outstanding, exercise price (in dollars per share)	$ 1.50

Summary of Significant Accounti

Summary of Significant Accounting Policies - Accounts Receivable (Details) 10K - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2023	Dec. 31, 2022
Summary of Significant Accounting Policies [Abstract]
Accounts receivable	$ 5,969	$ 5,110
Allowance for doubtful accounts	0
Accounts receivable, assigned to third party agent for collection	1,860	$ 1,650
Accounts receivable, collection agent fees	$ 50