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. 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 was also responsible for: ● paying the salaries and benefits of certain Gramicci employees through March 13, 2015, which aggregated to approximately $88,800; ● paying 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 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 the Company net of out-of-pocket expenses. As part of the 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, to enter into new third party licenses related to the trademarks at issue in the License Agreement, and/or to sell the trademarks at issue in the License Agreement. The amount of Gramicci’s net sales and income from operations included in the Company’s unaudited condensed consolidated statements of operations for the quarter ended September 26, 2015 was approximately $0.1 million and $36,000, respectively. The amount of Gramicci’s net sales and income from operations included in the Company’s unaudited condensed consolidated statements of operations for the nine months ended September 26, 2015 was approximately $1.3 million and $0.1 million, respectively. The amount of Gramicci’s net sales and loss from operations included in the Company’s unaudited condensed consolidated statements of operations for the three and nine months ended September 27, 2014 was approximately $1.6 million and $0.1 million, respectively. There were no royalties earned by Gramicci for the periods ended September 26, 2015 and September 27, 2014. Information regarding Gramicci 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. Mr. Brandon Buxbaum received no compensation from the Company after the quarter ended March 28, 2015. 12 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, the current Chairman of the Board, President and Chief Executive Officer of the Company, (ii) Benjamin Yogel, the current lead director of the Company and (iii) David Gren, a former executive officer of the Company. 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 the stock of Rio 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 was the holder of approximately 11.4% of the Company’s common stock as of February 1, 2016. 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 and is payable in 12 equal monthly installments of principal, with interest, beginning on October 1, 2015. Mr. Gren and his wife guaranteed all of the obligations of Rio and the Rio Buyers under the Rio Agreement. Further, Mr. Gren pledged all of his stock of the Company to the Company to secure his obligations under the guaranty. Mr. Gren also entered into a Mutual Release Agreement with the Company, under which: ● Mr. Gren resigned as an officer and employee of the Hampshire companies effective as of May 8, 2015; ● The parties agreed to a termination of Mr. Gren’s employment agreement and the release of the Company and Hampshire International of their obligations under the employment agreement; ● The Company agreed to pay Mr. Gren a severance payment of $5,000 as well as salary, vacation and sick pay through the effective date; and ● The parties entered into mutual releases. In connection with the Mutual Release Agreement, the Company and Pure Fresh Coast LLC, a company affiliated with Mr. Gren, entered into Consulting Agreement to provide certain services with respect to Rio through the later of August 15, 2015 or the closing or termination of the Stock Purchase Agreement. The Company paid a consulting fee of $70,000 in three monthly installments that began on June 15, 2015. The Company recorded a loss on the sale of Rio of approximately $1.3 million in the condensed consolidated statement of operations in the three and nine month periods ended September 26, 2015. For additional information, see Note 9 – Discontinued Operations 13 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 the Company’s 2014 Annual Report in Item 8. Financial Statements and Supplementary Data, 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 and nine months ended September 26, 2015 were approximately $104,000 and $333,000 respectively, which included approximately $24,000 and $53,000 of expense reimbursements, respectively. Accounts payable to this vendor were approximately $25,000 as of September 26, 2015. Other The Company paid zero and approximately $0.1 million for screen printing services to a vendor affiliated with David Gren for the three months ended September 26, 2015 and September 27, 2014, respectively. The Company paid approximately $1,200 and $0.2 million for screen printing services to this vendor for the nine months ended September 26, 2015 and September 27, 2014, respectively. Accounts payable to this vendor were zero and approximately $3,000 as of September 26, 2015 and December 31, 2014, respectively. The Company paid zero and approximately $4,500 to the father of Mr. Gren for factory repair and maintenance services at Rio for the nine months ended September 26, 2015 and September 27, 2014, respectively, with no accounts payable as of September 26, 2015. Mr. Gren was an executive officer of the Company until his resignation in May 2015 and was the holder of approximately 11.4% of the Company’s common stock as of February 1, 2016. |