Related Party Transactions Disclosure [Text Block] | Note 8 – Related Party Transactions License Agreement and Termination Agreement with Sole Asset Holdings, Inc. doing business as “ Gramicci ” Agreement On July 1, 2014, the Company announced that it had entered into a license agreement (“License Agreement”) with Sole Asset Holdings, Inc., which does business under the name Gramicci (“Gramicci”), a California-based hiking and climbing-inspired brand owned by Mr. Paul Buxbaum, the Company’s Chief Executive Officer (“CEO”). Termination On April 27, 2015, the Company announced that it had entered into an agreement with Gramicci to terminate the License agreement, effective February 28, 2015 (the “Termination Agreement”). Pursuant to the Termination Agreement, the parties agreed that at the termination of the License Agreement, the Company had an outstanding payable to Gramicci of approximately $118,000. The Company agreed to pay this amount prior to March 1, 2020, subject to independent verification. Under the Termination Agreement, the Company also is responsible for: ● paying the salaries and benefits of certain Gramicci employees through March 13, 2015, which aggregated to approximately $88,800; ● paying the Gramicci monthly rent of approximately $5,000 for space occupied by the Company’s James Campbell business at Gramicci’s office; ● fulfilling certain purchase orders that Company received prior to the termination effective date; and, ● assisting Gramicci (subject to Gramicci reimbursing Company for any out-of-pocket expenses) with and allowing Gramicci to collect revenue (i.e., accounts receivable) arising from or related to the License Agreement. Obligations that the Gramicci is responsible for include: ● assuming all rights and obligations with respect to all current and future sales orders related to products covered by the License Agreement, effective March 1, 2015, except as otherwise noted; ● assuming all costs associated with Spring 2015 samples; and, ● using its best efforts to sell-off Fall ’14 samples and promptly remit proceeds to Company net of out-of-pocket expenses. As part of the License Agreement Termination, Gramicci disclosed to the Company that Gramicci is involved in ongoing negotiations to renew third party licenses related to the trademarks at issue in the License Agreement, enter into new third party licenses related to the trademarks at issue in the License Agreement, and/or sell the trademarks at issue in the License Agreement. The amount of Gramicci’s net sales included in the unaudited condensed consolidated statements of operations for the quarters ended March 28, 2015 and March 29, 2014 was approximately $1.0 million and zero, respectively. There were no royalties earned by Gramicci for the quarters ended March 28, 2015 and March 29, 2014. The amount of Gramicci’s net loss from operations included in the unaudited condensed consolidated statements of operations for the quarters ended March 28, 2015 and March 29, 2014 was approximately $28,000 and zero, respectively. Information regarding Sole Asset Holdings, Inc. is presented in the Company’s 2014 Annual Report in Item 8. Financial Statements and Supplementary Data, Note 1 3 – Related Party Transactions – License Agreement and Termination with Sole Asset Holdings, Inc. doing business as “Gramicci” Brandon Buxbaum Employment In connection with the Gramicci License Agreement, the Company hired Brandon Buxbaum, the son of Mr. Buxbaum, on July 1, 2014, as an operations manager for Gramicci at an annual salary of $100,000 plus benefits, which primarily consisted of health care insurance and paid time off. Mr. Brandon Buxbaum received salary payments of approximately $29,500 and $47,700 in the quarter ended March 28, 2015 and the year ended December 31, 2014, respectively. In connection with the termination of the Gramicci license, Mr. Brandon Buxbaum was terminated in March 2015 and received approximately $3,800 in severance. Rio Sale Rio Acquisition In 2011, the Company acquired Rio Garment S. de R.L. by way of a merger of that entity with and into RG Merger Sub S.A., a wholly-owned subsidiary of the Company, which was subsequently renamed Rio Garment S.A.. Rio is a Honduras-based apparel manufacturer, designing, sourcing and manufacturing knit tops for men, women and children, which are sold to retailers and distributors, primarily in the United States. The former Rio equity holders included: (i) Paul Buxbaum, a director of the Company who was appointed to the position of CEO in 2013, (ii) Benjamin Yogel, a current director of the Company and (iii) David Gren, a former Rio employee. Rio Sale Pursuant to the terms of a Stock Purchase Agreement, dated as of April 10, 2015, as amended (the “Rio Agreement”), on September 15, 2015, the Company sold all Rio’s shares of stock to Rio Asset Holdco, LLC and Rio Asset Holdings, LLC (collectively, the “Rio Buyers”), a group headed by David Gren. Mr. Gren was an executive officer of the Company until his resignation in May 2015 in connection with the sale and remains as president of Rio. Mr. Gren is the holder of approximately 11.5% of the Company’s common stock as of December 1, 2015. For financial reporting purposes, the sale of Rio will be deemed to have occurred effective as of the close of business on April 10, 2015 (the “Rio Effective Date”) to the fullest extent permitted by applicable law. Under the Rio Agreement, the Rio Buyers purchased all of the stock of Rio for $6.0 million (of which $1.0 million is payable on the first anniversary of closing), caused Rio to transfer to the Company accounts receivable in existence as of the Rio Effective Date and certain other assets of Rio totaling approximately $5.1 million and caused Rio to assume approximately $3.2 million in certain liabilities. In addition to the deferred purchase price of $1.0 million, Rio is also responsible for repayment of certain Rio expenses paid by the Company totaling approximately $381,000, of which $274,000 is payable pursuant to a promissory note of Rio and the balance of $107,000 is payable from the proceeds of certain receivables of Rio. The promissory note bears interest at a rate equal to the Company’s cost of capital from its senior lender (See Note 5 – Credit Agreement The Company will record a loss from the sale of Rio of approximately $1.3 million in its unaudited condensed consolidated statement of operations for the quarter ended June 27, 2015. In accordance with GAAP, the financial position of Rio is reflected as held for sale for the periods presented herein. The assets and liabilities of Rio are included in Assets held for sale Liabilities held for sale (In thousands) 201 5 201 4 Trade and other receivables, net $ 5,353 $ 4,313 Inventories, net 11,184 12,445 Other current assets 294 311 Total current assets 16,831 17,069 Fixed assets, net and other non-current assets — 26 Total assets $ 16,831 $ 17,095 Accrued expenses and other liabilities $ 1,789 $ 917 Other non-current liabilities — 121 Total liabilities $ 1,789 $ 1,038 The results from discontinued operations for the three months ended March 28, 2015 and March 29, 2014 were as follows: (In thousands) 2015 201 4 Net sales $ 7,345 $ 10,220 Loss from operations (914 ) (913 ) Loss from operations before income taxes (880 ) (755 ) Income tax expense — Net loss $ (880 ) $ (755 ) Operating results for discontinued operations for the three months ended March 29, 2014 included $109,000 of net sales and $107,000 of net income primarily related to scott james, which was sold on June 7, 2013. There were no operating results related to scott james for the three months ended March 28, 2015. Information regarding the acquisition and sale of Rio is presented in the Company’s 2014 Annual Report in Item 8. Financial Statements and Supplementary Data, Note 13 – Related Part y Transactions – Acquisition and Sale of Rio Garment S. A. Note 22 – Rio Pro Forma Condensed Financial Information (Unaudited) Buxbaum Group Information regarding the Company’s agreements with Buxbaum Holdings, Inc., d/b/a Buxbaum Group (“Buxbaum Group”) related to services provided to the Company by Paul Buxbaum (the Company’s CEO) is presented in Note 13 – Related Party Transactions – Buxbaum Group Agreements Agreement with GRL Capital Advisor s On March 13, 2015, the Company entered into a Services Agreement dated as of March 9, 2015 with GRL Capital Advisors (“GRL”). Pursuant to the Agreement, GRL provides the services of William Drozdowski to serve as interim chief financial officer. The services are provided for a fee of $40,000 per month plus GRL’s reasonable expenses. Mr. Drozdowski will not be entitled to any direct compensation from the Company in respect of his service as interim chief financial officer. If additional GRL personnel are engaged by the Company, they will be billed at the hourly rates set forth in the Service Agreement. Payments made to GLR in the quarter ended March 28, 2015 were approximately $34,300, which included approximately $1,800 of expense reimbursements. Accounts payable to this vendor were approximately $54,000 as of March 28, 2015. Other The Company paid approximately $1,200 and $0.1 million for screen printing services to a vendor affiliated with David Gren for the three months ended March 28, 2015 and March 29, 2014, respectively. Accounts payable to this vendor were approximately $1,200 and $3,000 as of March 28, 2015 and December 31, 2014, respectively. The Company paid approximately $4,500 to the father of Mr. Gren for factory repair and maintenance services at Rio for the quarter ended March 28, 2015 with no accounts payable as of March 28, 2015. Mr. Gren was an executive officer of the Company until his resignation in May 2015 and is the holder of approximately 11.5% of the Company’s common stock as of December 1, 2015. |