Document And Entity Information
Document And Entity Information | 3 Months Ended |
Mar. 31, 2015 | |
Document Information [Line Items] | |
Entity Registrant Name | XCel Brands, Inc. |
Entity Central Index Key | 1,083,220 |
Entity Filer Category | Smaller Reporting Company |
Document Type | S1 |
Amendment Flag | true |
Document Period End Date | Mar. 31, 2015 |
Amendment Description | The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to Section 8(a), may determine. |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Current Assets: | |||
Cash and cash equivalents | $ 6,208,000 | $ 8,531,000 | $ 7,461,000 |
Accounts receivable, net | 4,883,000 | 3,641,000 | 3,541,000 |
Prepaid expenses and other current assets | 699,000 | 532,000 | 444,000 |
Deferred tax asset | 633,000 | 633,000 | 49,000 |
Current assets held for disposition from discontinued retail operations | 425,000 | 503,000 | 173,000 |
Total current assets | 12,848,000 | 13,840,000 | 11,668,000 |
Property and Equipment: | |||
Property and equipment, net | 834,000 | 833,000 | 979,000 |
Other Assets: | |||
Trademarks and other intangibles, net | 97,536,000 | 97,679,000 | 45,308,000 |
Goodwill | 12,371,000 | 12,371,000 | 12,371,000 |
Deferred finance costs, net | 595,000 | 624,000 | 199,000 |
Other assets | 274,000 | 271,000 | 334,000 |
Long-term assets held for disposition from discontinued retail operations | 0 | 123,000 | 184,000 |
Total non-current other assets | 110,776,000 | 111,068,000 | 58,396,000 |
Total Assets | 124,458,000 | 125,741,000 | 71,043,000 |
Current Liabilities: | |||
Accounts payable and accrued expenses | 2,858,000 | 3,339,000 | 1,238,000 |
Deferred revenue | 264,000 | 256,000 | 491,000 |
Installment obligations in connection with the acquisition of the Ripka Brand | 1,290,000 | 2,190,000 | 0 |
Other current liabilities | 104,000 | 190,000 | 66,000 |
Current portion of long-term debt | 6,615,000 | 5,650,000 | 565,000 |
Current portion of long-term debt, contingent obligations | 5,766,000 | 5,766,000 | 0 |
Current liabilities held for disposition from discontinued retail operations | 261,000 | 218,000 | 51,000 |
Total current liabilities | 17,158,000 | 17,609,000 | 2,411,000 |
Long-Term Liabilities: | |||
Long-term debt, less current portion | 36,044,000 | 39,648,000 | 24,161,000 |
Deferred tax liabilities | 7,714,000 | 8,082,000 | 9,037,000 |
Other long-term liabilities | 208,000 | 178,000 | 57,000 |
Total long-term liabilities | 43,966,000 | 47,908,000 | 33,255,000 |
Total Liabilities | $ 61,124,000 | $ 65,517,000 | $ 35,666,000 |
Commitments and Contingencies | |||
Stockholders' Equity: | |||
Preferred stock value | $ 0 | $ 0 | $ 0 |
Common stock value | 14,000 | 14,000 | 10,000 |
Paid-in capital | 60,159,000 | 56,718,000 | 30,843,000 |
Retained earnings | 3,161,000 | 3,492,000 | 4,524,000 |
Total Stockholders' Equity | 63,334,000 | 60,224,000 | 35,377,000 |
Total Liabilities and Stockholders' Equity | $ 124,458,000 | $ 125,741,000 | $ 71,043,000 |
Condensed Consolidated Balance3
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized | 1,000,000 | 1,000,000 | 1,000,000 |
Preferred stock, shares issued | 0 | 0 | 0 |
Preferred stock, shares outstanding | 0 | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 | $ 0.001 |
Common stock, shares authorized | 35,000,000 | 35,000,000 | 25,000,000 |
Common stock, shares issued | 14,316,355 | 14,011,896 | 10,005,510 |
Common stock, shares outstanding | 14,316,355 | 14,011,896 | 10,005,510 |
Unaudited Condensed Consolidate
Unaudited Condensed Consolidated Statements of Operations - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Revenues | ||||
Net licensing revenue | $ 6,524,000 | $ 3,540,000 | $ 19,125,000 | $ 11,546,000 |
Design and service fee revenue | 1,455,000 | 1,619,000 | ||
Net e-commerce sales | 67,000 | 0 | 127,000 | 0 |
Total revenues | 6,591,000 | 3,540,000 | 20,707,000 | 13,165,000 |
Cost of goods sold | 45,000 | 0 | 73,000 | 0 |
Gross profit | 6,546,000 | 3,540,000 | 20,634,000 | 13,165,000 |
Operating expenses | ||||
Salaries, benefits and employment taxes | 3,103,000 | 1,976,000 | 9,523,000 | 6,376,000 |
Other design and marketing costs | 284,000 | 175,000 | 1,084,000 | 473,000 |
Other selling, general and administrative expenses | 986,000 | 680,000 | 3,106,000 | 2,312,000 |
Stock-based compensation | 1,013,000 | 1,565,000 | 5,151,000 | 4,810,000 |
Depreciation and amortization | 262,000 | 224,000 | 935,000 | 873,000 |
Total operating expenses | 5,648,000 | 4,620,000 | 19,799,000 | 14,844,000 |
Other expenses (income) | ||||
Loss on extinguishment of debt | 611,000 | 0 | 0 | 1,351,000 |
Gain on reduction of contingent obligation | (600,000) | (5,122,000) | ||
Total other expenses (income) | (600,000) | (3,771,000) | ||
Operating income (loss) | 287,000 | (1,080,000) | 1,435,000 | 2,092,000 |
Interest and finance expense | ||||
Interest expense - term debt | 312,000 | 144,000 | 834,000 | 882,000 |
Other interest and finance charges | 199,000 | 94,000 | 654,000 | 844,000 |
Total interest and finance expense | 511,000 | 238,000 | 1,488,000 | 1,726,000 |
Loss from continuing operations before income taxes | (224,000) | (1,318,000) | (53,000) | 366,000 |
Income tax benefit | (106,000) | (494,000) | (97,000) | (1,322,000) |
Loss from continuing operations | (118,000) | (824,000) | 44,000 | 1,688,000 |
Loss from discontinued operations, net | (213,000) | (131,000) | (1,076,000) | (156,000) |
Net loss | $ (331,000) | $ (955,000) | $ (1,032,000) | $ 1,532,000 |
Basic and diluted loss per share: | ||||
Continuing operations | $ (0.01) | $ (0.08) | ||
Discontinued operations, net | (0.01) | (0.01) | ||
Net loss | $ (0.02) | $ (0.09) | ||
Basic weighted average common shares outstanding | 14,069,419 | 10,830,312 | ||
Basic income (loss) per share: | ||||
Continuing operations | $ 0 | $ 0.18 | ||
Discontinued operations, net | (0.09) | (0.02) | ||
Net income (loss) | $ (0.09) | $ 0.16 | ||
Basic weighted average common shares outstanding | 14,069,419 | 10,830,312 | 11,698,880 | 9,193,101 |
Diluted income (loss) per share: | ||||
Continuing operations | $ 0 | $ 0.18 | ||
Discontinued operations, net | (0.08) | (0.02) | ||
Net income (loss) | $ (0.08) | $ 0.16 | ||
Diluted weighted average common shares outstanding | 14,069,419 | 10,830,312 | 12,816,674 | 9,791,493 |
Unaudited Condensed Consolidat5
Unaudited Condensed Consolidated Statements of Stockholders' Equity - USD ($) | Total | Common Stock [Member] | Additional Paid-in Capital [Member] | (Accumulated Deficit) Retained Earnings [Member] |
Balances at Dec. 31, 2012 | $ 24,965,000 | $ 7,000 | $ 21,966,000 | $ 2,992,000 |
Balances (in shares) at Dec. 31, 2012 | 7,339,979 | |||
Shares issued to employees and directors in connection with restricted stock grants, net of forfeitures | 1,000 | $ 1,000 | 0 | 0 |
Shares issued to employees and directors in connection with restricted stock grants, net of forfeitures (in shares) | 1,398,125 | |||
Issuance of Common Stock, private stock offering | 5,000,000 | $ 2,000 | 4,998,000 | 0 |
Issuance of Common Stock, private stock offering (in Shares) | 1,428,573 | |||
Direct costs related to private stock offering | (311,000) | $ 0 | (311,000) | 0 |
Compensation expense in connection with stock options, warrants and restricted stock | 4,810,000 | 0 | 4,810,000 | 0 |
Shares repurchased on vesting of restricted stock | (622,000) | $ 0 | (622,000) | 0 |
Shares repurchased on vesting of restricted stock (in shares) | (161,168) | |||
Warrants issued Warrants issued in connection with asset acquisition | 2,000 | $ 0 | 2,000 | 0 |
Net income (loss) | 1,532,000 | 0 | 0 | 1,532,000 |
Balances at Dec. 31, 2013 | 35,377,000 | $ 10,000 | 30,843,000 | 4,524,000 |
Balance (in shares) at Dec. 31, 2013 | 10,005,509 | |||
Shares issued to employees and directors in connection with restricted stock grants, net of forfeitures | 1,000 | $ 1,000 | 0 | 0 |
Shares issued to employees and directors in connection with restricted stock grants, net of forfeitures (in shares) | 1,468,350 | |||
Issuance of Common Stock in connection with asset acquisitions of Ripka Brand and H Halston Brands | 11,286,000 | $ 2,000 | 11,284,000 | 0 |
Issuance of Common Stock in connection with asset acquisitions of Ripka Brand and H Halston Brands (in Shares) | 1,571,429 | |||
Issuance of Common Stock, private stock offering | 9,294,000 | $ 1,000 | 9,293,000 | 0 |
Issuance of Common Stock, private stock offering (in Shares) | 1,086,667 | |||
Compensation expense in connection with stock options, warrants and restricted stock | 5,151,000 | $ 0 | 5,151,000 | 0 |
Shares repurchased on vesting of restricted stock | (978,000) | $ 0 | (978,000) | 0 |
Shares repurchased on vesting of restricted stock (in shares) | (130,725) | |||
Warrants issued Warrants issued in connection with asset acquisition | 611,000 | $ 0 | 611,000 | 0 |
Tax benefit from vested stock grants and exercised options | 508,000 | 0 | 508,000 | 0 |
Shares issued on exercise of stock options | 6,000 | $ 0 | 6,000 | 0 |
Shares issued on exercise of stock options (in Shares) | 10,666 | |||
Net income (loss) | (1,032,000) | $ 0 | 0 | (1,032,000) |
Balances at Dec. 31, 2014 | 60,224,000 | $ 14,000 | 56,718,000 | 3,492,000 |
Balance (in shares) at Dec. 31, 2014 | 14,011,896 | |||
Shares issued to employees and directors in connection with restricted stock grants, net of forfeitures | 0 | $ 0 | 0 | 0 |
Shares issued to employees and directors in connection with restricted stock grants, net of forfeitures (in shares) | 37,792 | |||
Compensation expense in connection with stock options, warrants and restricted stock | 1,013,000 | $ 0 | 1,013,000 | 0 |
Issuance of Common Stock in connection with the extinguishment of Ripka Seller Notes | 2,400,000 | $ 0 | 2,400,000 | 0 |
Issuance of Common Stock in connection with the extinguishment of Ripka Seller Notes (in shares) | 266,667 | |||
Tax benefit from vested stock grants and exercised options | 28,000 | $ 0 | 28,000 | 0 |
Net income (loss) | (331,000) | 0 | 0 | (331,000) |
Balances at Mar. 31, 2015 | $ 63,334,000 | $ 14,000 | $ 60,159,000 | $ 3,161,000 |
Balance (in shares) at Mar. 31, 2015 | 14,316,355 |
Unaudited Condensed Consolidat6
Unaudited Condensed Consolidated Statements of Stockholders' Equity (Parenthetical) | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Adjustments to Additional Paid in Capital, Stock Issued, Issuance Costs | $ 486,000 |
Unaudited Condensed Consolidat7
Unaudited Condensed Consolidated Statements of Cash Flows - Scenario, Unspecified [Domain] - Business Acquisition, Acquiree [Domain] - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Cash flows from operating activities | ||||
Net loss | $ (331,000) | $ (955,000) | $ (1,032,000) | $ 1,532,000 |
Adjustments to reconcile net loss to net cash used in operating activities: | ||||
Loss from discontinued operations, net | 213,000 | 131,000 | 1,076,000 | 156,000 |
Depreciation and amortization expense | 262,000 | 224,000 | 935,000 | 873,000 |
Amortization of deferred finance costs | 39,000 | 11,000 | 80,000 | 88,000 |
Stock-based compensation | 1,013,000 | 1,565,000 | 5,151,000 | 4,810,000 |
Allowance for doubtful accounts | 35,000 | 0 | 2,000 | 14,000 |
Amortization of note discount | 155,000 | 78,000 | 575,000 | 715,000 |
Deferred income tax benefit | (340,000) | (494,000) | (1,031,000) | (1,189,000) |
Tax benefit from vested stock grants and exercised options | (28,000) | 0 | (508,000) | 0 |
Loss on extinguishment of debt | 611,000 | 0 | 0 | 1,351,000 |
Gain on reduction of contingent obligations | (600,000) | (5,122,000) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | (1,277,000) | (152,000) | (103,000) | (127,000) |
Inventory | (4,000) | 0 | ||
Prepaid expenses and other assets | (175,000) | (108,000) | (42,000) | (10,000) |
Accounts payable and accrued expenses | (483,000) | (164,000) | 2,223,000 | (170,000) |
Deferred revenue | 12,000 | (114,000) | (235,000) | (211,000) |
Other liabilities | (57,000) | (18,000) | 119,000 | (75,000) |
Net cash provided by (used in) operating activities from continuing operations | (351,000) | 4,000 | 6,606,000 | 2,635,000 |
Net cash used in operating activities from discontinued operations, net | (49,000) | (110,000) | (739,000) | (252,000) |
Net cash used in operating activities | (400,000) | (106,000) | 5,867,000 | 2,383,000 |
Cash flows used in investing activities | ||||
Cash consideration for asset acquisition of the H Halston Brands | (14,000) | 0 | (30,878,000) | 0 |
Purchase of property and equipment | (27,000) | (112,000) | (246,000) | (218,000) |
Advance deposit related to trademark acquisition | 0 | (168,000) | ||
Increase in long-term security deposit | 0 | (87,000) | ||
Net cash used in investing activities from continuing operations | (41,000) | (280,000) | (31,124,000) | (305,000) |
Net cash used in investing activities from discontinued operations | 0 | (194,000) | (433,000) | (204,000) |
Net cash used in investing activities | (41,000) | (474,000) | (31,557,000) | (509,000) |
Cash flows provided by financing activities | ||||
Proceeds from term debt | 19,000,000 | 13,000,000 | ||
Proceeds from issuance of Common Stock, net of direct costs | 9,294,000 | 4,689,000 | ||
Proceeds from issuance on exercise of stock options | 6,000 | 0 | ||
Shares repurchased on vesting of restricted stock | 0 | (63,000) | (978,000) | (622,000) |
Tax benefit from vested stock grants and exercised options | 28,000 | 508,000 | 0 | |
Payment of contingent obligation | 0 | (315,000) | (315,000) | 0 |
Payment of deferred finance costs | (10,000) | (35,000) | (505,000) | (217,000) |
Payment of seller note | 0 | (1,500,000) | ||
Prepayment fee on extinguishment of debt | 0 | (189,000) | ||
Payment of long-term debt | (1,000,000) | 0 | (250,000) | (13,500,000) |
Payment of installment obligations related to the acquisition of the Ripka Brand | (900,000) | 0 | ||
Repayment of lease obligation | 0 | (3,000) | ||
Net cash used in financing activities | (1,882,000) | (413,000) | 26,760,000 | 1,658,000 |
Net decrease in cash and cash equivalents | (2,323,000) | (993,000) | 1,070,000 | 3,532,000 |
Cash and cash equivalents, beginning of period | 8,531,000 | 7,461,000 | 7,461,000 | 3,929,000 |
Cash and cash equivalents, end of period | 6,208,000 | 6,468,000 | 8,531,000 | 7,461,000 |
Supplemental disclosure of non-cash activities: | ||||
Issuance of notes payable as partial consideration in the acquisition of the Ripka Brand (net of debt discount - see Note 7) | 4,165,000 | 0 | ||
Issuance of common stock as payment for notes payable | 2,400,000 | 0 | 2,286,000 | 0 |
Installment obligations in connection with the acquisition of the Ripka Brand | 2,190,000 | 0 | ||
Contingent obligations relating to the acquisition of the Ripka Brand | 3,784,000 | 0 | ||
Issuance of Common Stock and Warrants in connection with the acquisition of the H Halston Brands | 9,611,000 | 0 | ||
Warrants issued in connection with licensing activities | 0 | 2,000 | ||
Restructure of seller note | 0 | 337,000 | ||
Supplemental disclosure of cash flow information: | ||||
Cash paid during the period for income taxes | 303,000 | 39,000 | 109,000 | 119,000 |
Cash paid during the period for interest | $ 222,000 | $ 144,000 | $ 653,000 | $ 1,117,000 |
Nature of Operations, Backgroun
Nature of Operations, Background and Basis of Presentation | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
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 unaudited 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 of the United States Securities and Exchange Commission (the “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. It is Xcel Brands, Inc.’s, (the “Company’s”) opinion, however, that the accompanying unaudited condensed consolidated financial statements include all adjustments, which are of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented. The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements for the year ended December 31, 2014 and notes thereto beginning on page F-23, together with Management’s Discussion and Analysis of Financial Condition and Results of Operations contained elsewhere in this prospectus. The interim results for the three months ended March 31, 2015 are not necessarily indicative of the results to be expected for the year ending December 31, 2015 or for any future interim periods. The Company is a brand development and media company engaged in the design, licensing, marketing and direct to consumer sales of branded apparel, footwear, accessories, jewelry and home goods, and the acquisition of additional high profile consumer lifestyle brands, including the Isaac Mizrahi brand (the “Isaac Mizrahi Brand”), the Judith Ripka brand (the “Ripka Brand”), certain rights of the Liz Claiborne New York brand (“LCNY Brand”), and the H by Halston and H Halston brands (collectively, the “H Halston Brands”). The Company operates in a “working capital light” business model, wherein the Company licenses its brands to third parties, provides certain design services, and generates royalty and design and service fee revenues through licensing and other agreements with wholesale manufacturers, sourcing and design companies and retailers. This includes licensing its own brands for promotion and distribution through an omni-channel retail sales strategy, including distribution through direct-response television (i.e., QVC, Inc. (“QVC”) and The Shopping Channel), the internet and traditional brick-and-mortar retail channels. The Isaac Mizrahi Brand and LCNY Brand are licensed through the Company’s wholly-owned subsidiary, IM Brands, LLC (“IM Brands”) (the “Isaac Mizrahi Business”), the Ripka Brand is licensed through the Company’s wholly-owned subsidiary, JR Licensing, LLC (“JR Licensing”) and the H Halston Brands are licensed through the Company’s wholly-owned subsidiary, H Licensing, LLC (“H Licensing”). From June 2013 through December 2014, the Company operated its retail business through its wholly-owned subsidiary, IMNY Retail Management, LLC. In December 2014, the Company discontinued its retail stores. Accordingly, the Company’s retail operations are treated as discontinued operations and prior periods presented have been reclassified to give effect to this change (see Note 8). As a result of the Company’s discontinued operations, certain reclassifications have been made to the prior period condensed consolidated financial statements to conform to the current period presentation. Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 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 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, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for fiscal years beginning after December 15, 2016 and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements and disclosures. In April 2015, the FASB proposed deferring the effective date of ASU 2014-09 for one year, and proposed some modifications to the original provisions. These proposals are pending. In April 2015, the FASB issued ASU No. 2015-03, “Interest Imputation of Interest” (“ASU 2015-03”). ASU 2015-03 simplifies the presentation of debt issuance costs by requiring that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs would not be affected by the amendments of ASU 2015-03. For public business entities, ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 31, 2015, and interim periods within those fiscal years. For all other entities, ASU 2015-03 is effective for financial statements issued for fiscal years beginning after December 15, 2015, and interim periods within fiscal years beginning after December 15, 2016. Early adoption is permitted for financial statements that have not been previously issued. | 1. Nature of Operations, Background and Basis of Presentation Xcel Brands, Inc. (“Xcel” and, together with its subsidiaries, the “Company”) was incorporated on August 31, 1989 in the State of Delaware under the name Houston Operating Company. On April 19, 2005, the Company changed its name to NetFabric Holdings, Inc., and on September 29, 2011, the Company changed its name to Xcel Brands, Inc. The Company is a brand management and development company engaged in the design, licensing, marketing and retail sales of branded apparel, footwear, accessories and home goods, and the acquisition of additional high profile consumer lifestyle brands, including the Isaac Mizrahi brand (the “Isaac Mizrahi Brand”), the Judith Ripka brand (the “Ripka Brand”), certain rights of the Liz Claiborne New York brand (“LCNY Brand”), as well as two recently acquired brands, H by Halston and H Halston. The Company operates in a “working capital light” business model, wherein the Company licenses its brands to third parties, provides certain design services, and generates royalty and design and service fee revenues through licensing and other agreements with wholesale manufacturers, sourcing and design companies and retailers. This includes licensing its own brands for promotion and distribution through an omni-channel retail sales strategy, including distribution through direct-response television (i.e., QVC, Inc. (“QVC”) and The Shopping Channel), the internet and traditional brick-and-mortar retail channels. The Isaac Mizrahi Brand and LCNY Brand are licensed through the Company’s wholly-owned subsidiary, IM Brands, LLC (“IM Brands”) (the “Isaac Mizrahi Business”) and the Ripka Brand is licensed through the Company’s wholly-owned subsidiary, JR Licensing, LLC (“JR Licensing”). From June 2013 through December 2014, the Company operated its retail business through its wholly-owned subsidiary, IMNY Retail Management, LLC (“Retail Management”). Retail Management launched an e-commerce platform under the Company’s Isaac Mizrahi Brand in May 2014. With the Ripka Brand acquisition, the Company also acquired the rights to the Ripka e-commerce site. The Company opened its first retail store in June 2013 in Southampton, New York (the “Southampton Store”) and opened its second retail store in Atlanta, GA (the “Georgia Store”) in March 2014. In December 2014, the Company decided to discontinue its retail stores. The Company will continue to operate e-commerce as a component of the Company’s licensing business. As of December 31, 2014, the Company’s retail operations will be treated as discontinued operations and prior periods presented have been reclassified to give effect to this change (see Note 12). As a result of the Company’s discontinued operations, certain reclassifications have been made to the prior year consolidated financial statements to conform to the current year presentation. |
Summary of Significant Accounti
Summary of Significant Accounting Policies | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Significant Accounting Policies [Text Block] | 2. Summary of Significant Accounting Policies The consolidated financial statements include the accounts of Xcel and its wholly-owned subsidiaries as of and for the years ended December 31, 2014 (the “Current Year”) and December 31, 2013 (the “Prior Year”). The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the accounting rules under Regulation S-X, as promulgated by the Securities and Exchange Commission (the “SEC”). All significant intercompany accounts and transactions have been eliminated in consolidation. The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. The Company accounted for its decision to close down its retail operations as discontinued operations in accordance with the guidance provided in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, “Accounting for Impairment or Disposal of Long-Lived Assets,” and Accounting Standard Update (“ASU”) 2014-08, “Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which requires that only a disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity’s operations and financial results should be reported in the financial statements as discontinued operations. In the period a discontinued operation is classified as held for sale, the results of operations for the periods presented are reclassified into separate line items in the statements of operations. Assets and liabilities are also reclassified into separate line items on the related balance sheets for the periods presented. The statements of cash flows for the periods presented are also reclassified to reflect the results of discontinued operations as separate line items. The Company considers all highly-liquid investments with original maturities of three months or less to be cash equivalents. Accounts receivable are reported net of the allowance for doubtful accounts. Allowance for doubtful accounts is based on the Company’s ongoing discussions with its licensees and its evaluation of each licensee’s payment history and account aging. As of December 31, 2014 and 2013, the Company had $3,641,000 and $3,541,000 of accounts receivable, net of the allowance for doubtful accounts of $41,000 and $39,000, respectively. The accounts receivable balance includes $110,000 and $174,000 of earned revenue that has been accrued but not billed as of December 31, 2014 and 2013, respectively. Furniture, equipment and software are stated at cost less accumulated depreciation and amortization, and are depreciated using the straight-line method over their estimated useful lives, generally three (3) to seven (7) years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases. Betterments and improvements are capitalized, while repairs and maintenance are expensed as incurred. The Company follows FASB ASC Topic 350, “Intangibles Goodwill and Other.” Under this standard, goodwill and indefinite lived assets are not amortized. The Company’s definite lived intangible assets are amortized over their estimated useful lives of four (4) to ten (10) years. The Company will first perform a qualitative impairment analysis. Should the results of this assessment result in either an ambiguous or unfavorable conclusion the Company will perform additional quantitative testing consistent with the fair value approach mentioned above. On an annual basis and as needed, the Company tests goodwill and indefinite life trademarks for impairment through the use of discounted cash flow models. This requires the Company’s management to make certain assumptions and estimates regarding certain industry trends and future revenues of the Company. The Company completed its annual quantitative assessment analysis of its indefinite-lived trademarks and other intangibles and goodwill at December 31, 2014 and determined that no further analysis or impairment charges were required. The Company incurred costs (primarily professional fees lender underwriting fees) in connection with borrowings under the senior secured term loans. These costs have been deferred and are amortized as interest expense using the straight-line method over the term of the related debt, which does not differ materially from the effective interest method. Management analyzes and quantifies the expected contingent obligations (expected earn-out payments) over the applicable pay-out period. Management assesses no less frequently than each reporting period the status of contingent obligations and any expected changes in the fair market value of such contingent obligations. Any change in the expected obligation will result in expense or income recognized in the period in which it is determined that the fair value has changed. Contingent obligations have been reduced by $0.6 million and $5.1 million during the Current Year and Prior Year, respectively, and have been recorded as gains on the reduction of contingent obligations and included in operating income in the Company’s consolidated statements of operations (see Note 7). In accordance with ASC Subtopic 805-50-30, “Business Combinations,” the Company is required to recognize the contingent obligation incurred in connection with the acquisition of the Ripka Brand asset purchase, equal to the positive difference between the fair value of the assets acquired and the consideration paid for the acquired assets. Licensing revenue is generated from licenses and is based on reported sales of licensed products bearing the Company’s trademarks, at royalty rates specified in the license agreements. These agreements are also subject to contractual minimum levels. Design and service fees are recorded and recognized in accordance with the terms and conditions of each service contract, which require the Company to meet its obligations and provide the relevant services under each contract. Guaranteed minimum royalty payments are recognized on a straight-line basis over the term of each contract year as defined in each license agreement. Royalties exceeding the guaranteed minimum royalty payments are recognized as income during the period corresponding with the licensee’s sales. Advanced royalty payments are recorded as deferred revenue at the time payment is received and recognized as revenue as earned. Revenue is not recognized unless collectability is reasonably assured. All costs associated with production for the Company’s advertising campaigns are expensed during the periods when the activities take place. All other advertising costs, such as print and online media, are expensed when the advertisement occurs. The Company incurred no advertising costs for the Current Year and Prior Year. Total rental payments under operating leases that include scheduled payment increases and rent holidays are amortized on a straight-line basis over the term of the lease. Landlord allowances are amortized by the straight-line method over the term of the lease as a reduction of rent expense. 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 in the consolidated statements of operations. The fair value of stock option awards are estimated using the Black-Scholes option pricing model for option valuation and restricted stock awards are valued at the fair value of the Common Stock at the time of grant. The Black-Scholes option pricing model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. Compensation cost for restricted stock is measured using the fair value of the Company’s Common Stock at the date the Common Stock is granted. The fair value of stock-based awards is amortized over the service period of the awards. Stock-based compensation that relates to contract performance is amortized over the term of the corresponding contract. For stock-based awards that vest based on performance conditions (e.g., achievement of certain milestones), expense is recognized when it is probable that the condition will be met. In addition, the calculation of compensation costs requires that the Company estimate the number of awards that will be forfeited during the vesting period. Current income taxes are based on the respective period’s taxable income for federal and state income tax reporting purposes. Deferred tax liabilities and assets are determined based on the difference between the financial statement and income tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company applies the FASB guidance on accounting for uncertainty in income taxes. The guidance clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with other authoritative U.S. GAAP and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also addresses derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no unrecognized tax benefits as of December 31, 2014 and 2013. Interest and penalties related to uncertain tax positions, if any, are recorded in income tax expense. Tax years that remain open for assessment for federal and state tax purposes include the years ended December 31, 2011 through 2014. Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities, the carrying amounts approximate fair value due to the short-term maturities of these instruments. The carrying value of the Company’s IM Term Loan (as defined in Note 7) approximates fair value because the fixed interest rate approximates current market rate and in the instances it does not, the impact on the time value is not material. When debt interest rates are below market rates, the Company considers the discounted value of the difference of actual interest rates and its internal borrowing against the scheduled debt payments. The carrying value of the Company’s JR Term Loan and H Term Loan (as defined in Note 7) approximates fair value because the variable interest rates approximate current market rates. ASC 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), defines fair value, establishes a framework for measuring fair value under U.S. GAAP and provides for expanded disclosure about fair value measurements. ASC 820-10 applies to all other accounting pronouncements that require or permit fair value measurements. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of the Company’s assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The Company has contingent obligations that are required to be measured at fair value on a recurring basis. The Company’s contingent obligations were measured using inputs from Level 3 of the fair value hierarchy, which states: Level 3 unobservable inputs that reflect management’s assumptions that market participants would use in pricing assets or liabilities based on the best information available. The Company’s earn-out obligation (see Note 7) is based upon certain projected net royalty revenues as defined in the terms and conditions of the acquisition of the Isaac Mizrahi Brand. December 31, 2014 2013 Balance at beginning of year $ 6,366,000 $ 11,466,000 Gain on reduction of contingent obligation (600,000 ) (5,100,000 ) Balance at end of year $ 5,766,000 $ 6,366,000 The Company has determined the estimated fair value amounts using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. The Company has based these fair value estimates on pertinent information available as of the respective balance sheet dates and has determined that, as of such dates, the carrying value of all financial instruments approximates fair value. In addition to the Company’s contingent obligations measured at fair value on a recurring basis under ASC 820-10, the Company also recognized a contingent obligation in connection with an asset purchase. ASC 805-50-30 requires when contingent obligations exist, recording a contingent obligation equal to the positive difference between the fair value of the assets acquired and the consideration paid for the acquired assets. Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company limits its credit risk with respect to cash by maintaining cash balances with high quality financial institutions. At times, the Company’s cash and cash equivalents may exceed federally insured limits. Concentrations of credit risk with respect to accounts receivable are minimal due to the collection history and due to the nature of the Company’s royalty revenues. Generally, the Company does not require collateral or other security to support accounts receivables. Basic earnings (loss) per share is computed by dividing net income from continuing operations, loss on discontinued operations and net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings (loss) per share reflect, in periods in which they have a dilutive effect, the effect of common shares issuable upon the exercise of stock options and warrants using the treasury stock method. The difference between basic and diluted weighted-average common shares results from the assumption that all dilutive stock options, warrants and restricted stock outstanding were exercised into Common Stock if the effect is not anti-dilutive. In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 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 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, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for fiscal years beginning after December 15, 2016 and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements and disclosures. In June 2014, the FASB issued ASU No. 2014-12, “Compensation Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period” (“ASU 2014-12”). ASU 2014-12 affects entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-12 will have on the Company’s consolidated financial statements and disclosures. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company will adopt the methodologies prescribed by ASU 2014-15 by the date required, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its consolidated financial position or results of operations. |
Acquisition of H Halston Tradem
Acquisition of H Halston Trademarks | 12 Months Ended |
Dec. 31, 2014 | |
H Halston Trademarks [Member] | |
Assets Acquisition [Line Items] | |
Asset Acquisition [Text Block] | 3. Acquisition of H Halston Trademarks On December 22, 2014, the Company and its wholly-owned subsidiary, H Licensing, entered into an asset purchase agreement (the “H Asset Purchase Agreement”) with The H Company IP, LLC (“HIP”), and its parent, House of Halston LLC (“HOH”), pursuant to which the Company acquired certain assets of HIP, including the “H by Halston” and “H Halston” trademarks (collectively, the “H Halston Brands”) and other intellectual property rights relating thereto. Benjamin Malka, a director of the Company, is a 24% equity holder of HOH, and Chief Executive Officer of HOH. Pursuant to the H Asset Purchase Agreement, the Company delivered (i) $18,023,090 in cash; (ii) 1,000,000 shares of its Common Stock to HIP and (iii) warrants to purchase up to 750,000 shares of the Company’s Common Stock to HIP’s designee. The warrants are exercisable for a period of five years following the closing date at an exercise price of $12.00 per share (see Note 8). Pursuant to voting agreements entered into on December 22, 2014 (the “Voting Agreement”), each of HIP and HIP’s Designee appointed Robert W. D’Loren, the Company’s Chief Executive Officer, President and Chairman of the Board, as its irrevocable proxy and attorney-in-fact with respect to the shares of the Company’s Common Stock and warrants received by it in connection with the transaction, respectively. As proxy holder, Mr. D’Loren, is required to vote in favor of matters recommended or approved by the board of directors. Pursuant to a lock-up agreement entered into on December 22, 2014, HIP agreed that during the twelve (12) months from the closing date, in the case of HIP’s stock consideration, or during the twelve (12) months from the date any shares are issued to HIP pursuant to the Trademark License Agreement (defined below) (collectively, the “Lock-up Shares”), HIP may not, subject to certain exceptions, offer, sell, pledge, hypothecate, grant an option for sale or otherwise dispose of, or transfer or grant any rights with respect to, any of the Lock-Up Shares. HIP’s designee entered into a similar lock-up agreement with respect to the warrants. The Company has agreed to file a registration statement covering the Lock-Up Shares and the warrants and use commercially reasonable efforts to cause the registration statement to become effective within sixty (60) days after the expiration of the initial twelve (12) month lock-up period and remain effective for specified time periods. Concurrent with the acquisition of the H Halston Brands, the Company entered into (i) a license agreement with QVC that provides for a royalty to be paid to the Company by QVC based on net sales of products under the H Halston Brands (the “QVC Halston Agreement”), and (ii) a license with HIP (the “Trademark License Agreement”) that will sub-license, manufacture, distribute, promote, advertise and sell products bearing the H Halston trademark and any related services thereto in all channels of distribution, excluding direct-response television and its related e-commerce and digital distribution, and excluding certain mass retailers. The license with HIP provides for minimum royalties payable to the Company. The initial term of the Trademark License Agreement expires on December 31, 2019, unless sooner terminated or renewed. After the initial term, HIP shall be entitled to renew the Trademark License Agreement on three occasions, each for five (5) year terms, as long as HIP is in compliance with all terms and conditions of the agreement. HIP may terminate the agreement prior to the expiration of the initial term without penalties, fees or payment of future royalties upon 90 day notice prior to the second anniversary of the closing. HIP shall pay royalties to H Licensing during the term, with a minimum guaranteed royalty of $600,000 per year during the initial term for 2016 through 2024 and $1,200,000 for any year thereafter. In the event HIP exercises the early termination right, H Licensing shall pay HIP a participation fee for each of the three following years in an amount not to exceed $4,000,000 ($5,000,000 if H Licensing distributes, or otherwise enters into any agreements for the distribution of, products being the H Halston trademark in China). The participation fee, if any, may be paid in cash or shares of our common stock based on the greater of $8.00 and the volume weighted average price of the common stock for the five business days preceding payment. As more fully described in Note 7, concurrent with the acquisition of the H Halston Brands, H Licensing entered into a $10 million, five year term loan with the Company’s senior lender, Bank of Hapoalim (“BHI”), and amended the existing IM Term Loan (as defined in Note 7) and JR Term Loan (as defined in Note 7). Allocated to: Trademarks $ 27,562,000 Non-compete agreement 562,000 Total acquisition price $ 28,124,000 Trademarks have been determined by management to have an indefinite useful life and accordingly, no amortization is recorded in the Company’s consolidated statements of operations. The non-compete agreement is amortized on a straight-line basis over its expected useful life of seven years. Cash paid $ 18,023,000 Fair value of Common Stock issued (1,000,000 shares) 9,000,000 Fair value of warrants to purchase 750,000 shares of Common Stock (see Note 8) 611,000 Direct transaction expenses 490,000 Total consideration $ 28,124,000 |
Acquisition of Judith Ripka Tra
Acquisition of Judith Ripka Trademarks | 12 Months Ended |
Dec. 31, 2014 | |
Judith Ripka Trademarks [Member] | |
Assets Acquisition [Line Items] | |
Asset Acquisition [Text Block] | 4. Acquisition of Judith Ripka Trademarks On April 3, 2014, JR Licensing entered into an asset purchase agreement dated April 1, 2014 (the “JR Purchase Agreement”) with Judith Ripka Berk (“Ms. Ripka”), an individual, and certain companies owned by Ms. Ripka including Judith Ripka Creations (collectively “Ripka”), pursuant to which JR Licensing purchased from Ripka, the Ripka Brand, including the Judith Ripka and Judith Ripka Sterling trademarks and other intellectual property rights. On April 3, 2014, the closing date of the acquisition, the Company paid Ripka $12.0 million in cash, issued promissory notes in the aggregate principal amount of $6.0 million (the “Ripka Seller Notes”) (see Note 7) and issued 571,429 shares of the Company’s Common Stock. The Company is also obligated to pay to Ripka $1.0 million (the “First Installment”) and $1.2 million (the “Second Installment”) in cash or shares of the Company’s Common Stock on October 1, 2014 and April 1, 2015, respectively, subject to approval by BHI. The First Installment payment was amended to $0.9 million and the date was extended to and paid on February 23, 2015. The extension did not result in any penalty or cost to the Company. The Second Installment was amended to $1.3 million. In addition, the Company agreed to pay Ripka additional contingent consideration of up to $5 million in the aggregate, payable in cash or shares of the Company’s Common Stock (see Note 7). Concurrent with the acquisition of the Ripka Brand, the Company entered into (i) a license agreement with QVC that provides for a royalty to be paid to the Company by QVC based on net sales of products under the Ripka Brand (the “QVC Ripka Agreement”), and (ii) a license with an affiliate of Ripka that will design, source, market, and promote products under the Ripka Brand to wholesale accounts through an e-commerce site, which the Company will operate, and through Ripka owned retail stores (the “Wholesale Business”). The license with the Ripka affiliate provides for a royalty payable to the Company based on its wholesale sale of products under the Ripka Brand. The Company issued to QVC a warrant (the “QVC Warrant”) to purchase a number of shares of the Company’s Common Stock equal to (i) 4.75% of the number of shares of the Company’s Common Stock issued and outstanding on the date the QVC Warrant becomes exercisable less (ii) 571,429 shares of the Company’s Common Stock (subject to adjustment in the event of a stock split, combination, or stock dividend). The QVC Warrant is exercisable at a price of $.001 per share and becomes exercisable only upon Ms. Ripka becoming obligated to make a specified payment to QVC under the QVC Ripka Agreement and remains exercisable until such obligation is satisfied in full. Management has determined that the probability of the warrants becoming exercisable is highly unlikely and, therefore, no value was assigned to them as of December 31, 2014. Concurrent with the acquisition of the Ripka Brand, JR Licensing entered into a $9 million, five year term loan with BHI and amended the then existing IM Term Loan, as more fully described in Note 7. On April 1, 2014, the Company entered into a three-year employment agreement with Ms. Ripka pursuant to which she serves as the Chief Design Officer of the Ripka Brand and performs duties and obligations under agreements with the Company’s licensees or any other third party. Thereafter, the agreement will renew automatically for one-year periods, unless either party gives written notice of intent to terminate at least 30 days prior to such termination. Ms. Ripka’s base salary is $750,000 per annum and she is entitled to other benefits, including (a) non-accountable expenses of $114,000 per year, (b) $1,000 per month for rent for her Florida office, (c) the employment of a personal assistant, and (d) first class travel expenses. Ms. Ripka is also eligible to receive an annual cash bonus for each calendar year during the term of her employment (or any partial fiscal year during the term) equal to 10% of the direct-response television royalty income for the Ripka Brand products during such calendar year in excess of $6 million. The Ripka Brand acquisition was accounted for as an asset purchase. Allocated to: Trademarks $ 24,600,000 Copyrights and other intellectual property 190,000 Total acquisition price $ 24,790,000 Trademarks have been determined by management to have an indefinite useful life and accordingly, no amortization is recorded in the Company’s consolidated statements of operations. Copyrights and other intellectual property are amortized on a straight-line basis over their expected useful lives of ten years. Cash paid $ 11,975,000 Installment payment due February 23, 2015 1,000,000 Installment payment due April 1, 2015 1,190,000 Ripka Seller Notes (at fair value, see Note 7) 4,165,000 Fair value of Common Stock issued (571,429 shares) 2,286,000 Ripka Earn-Out obligation (at fair value, see Note 7) 3,784,000 Direct transaction expenses 390,000 Total consideration $ 24,790,000 |
Trademarks, Goodwill and Other
Trademarks, Goodwill and Other Intangibles | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Goodwill and Intangible Assets Disclosure [Abstract] | ||
Goodwill and Intangible Assets Disclosure [Text Block] | 2. Trademarks, Goodwill and Other Intangibles March 31, December 31, Trademarks $ 96,676,000 $ 96,662,000 Licensing agreements 2,000,000 2,000,000 Non-compete agreement 562,000 562,000 Copyrights and other intellectual property 190,000 190,000 Accumulated amortization (1,892,000 ) (1,735,000 ) Net carrying amount $ 97,536,000 $ 97,679,000 Amortization expense for intangible assets for the quarter ended March 31, 2015 (the “Current Quarter”) and the quarter ended March 31, 2014 (the “Prior Year Quarter”) was $157,000 and $132,000, respectively. The trademarks of the Isaac Mizrahi Brand, the Ripka Brand and the H Halston Brands have been determined to have indefinite useful lives and accordingly, consistent with Accounting Standards Codification (“ASC”) Topic 350, no amortization has been recorded in the Company’s unaudited condensed consolidated statements of operations. The Company has $12.37 million of goodwill that represents the excess of the purchase price over the fair value of net assets acquired accounted for under the acquisition method of accounting relating to the acquisition of the Isaac Mizrahi Business. There was no change in goodwill during the Current Quarter. | 5. Trademarks, Goodwill and Other Intangibles December 31, 2014 2013 Trademarks $ 96,662,000 $ 44,500,000 Licensing agreements 2,000,000 2,000,000 Non-compete agreement 562,000 Copyrights and other intellectual property 190,000 Accumulated amortization, licensing and non-compete agreements (1,735,000 ) (1,192,000 ) Net carrying amount $ 97,679,000 $ 45,308,000 The following table presents amortization expense over the remaining useful lives of the definite lived intangible assets: Year Ending December 31, Amortization 2015 $ 378,000 2016 99,000 2017 99,000 2018 99,000 2019 99,000 Thereafter 243,000 Total $ 1,017,000 Amortization expense for intangible assets for the years ended December 31, 2014 and 2013 was $543,000 and $527,000, respectively. The trademarks of the Isaac Mizrahi Brand, the Ripka Brand and the H Halston Brands have been determined to have indefinite useful lives and, accordingly, consistent with ASC Topic 350, no amortization has been recorded in the Company’s consolidated statements of operations. The Company has $12.4 million of goodwill that represents the excess of the purchase price over the fair value of net assets acquired accounted for under the acquisition method of accounting relating to the acquisition of the Isaac Mizrahi Business. There was no change in goodwill during the Current Year or Prior Year |
Significant Contracts
Significant Contracts | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
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 and H Halston branded merchandise. QVC royalty revenue represents a significant portion of the Company’s total revenues. Royalties from QVC totaled $5.15 million and $2.29 million for the Current Quarter and Prior Year Quarter, respectively, representing 79% and 65% of the Company’s total revenues, respectively. As of March 31, 2015 and December 31, 2014, the Company had receivables from QVC of $3.58 million and $2.36 million, representing 73% and 65% of the Company’s receivables, respectively. The March 31, 2015 QVC receivables include $500,000 of earned revenue that had been accrued but not billed as of March 31, 2015. | 6. Significant Contracts QVC Agreement 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 and H Halston branded merchandise. QVC royalty revenue represents a significant portion of the Company’s total revenues. Royalties from QVC totaled $14.98 million and $8.13 million for the Current Year and Prior Year, respectively, representing 72% and 62% of the Company’s total revenues, respectively. As of December 31, 2014 and 2013, the Company had receivables from QVC of $2.36 million and $2.06 million, representing 65% and 58% of the Company’s receivables, respectively. The December 31, 2013 QVC receivables include $152,000 of earned revenue that had been accrued but not billed as of December 31, 2013. LCNY Agreement In connection with the Company’s agreement with Kate Spade and Company (formerly Fifth & Pacific Companies, Inc. and formerly Liz Claiborne, Inc.) (“KSC”) (the “LCNY Agreement”), KSC is required to pay the Company royalties based primarily on a percentage of royalties KSC receives from QVC under a separate license agreement between KSC and QVC. Revenues from the LCNY Agreement totaled $1.45 million and $1.56 million for the Current Year and Prior Year, respectively, representing 7% and 12% of the Company’s total revenues, respectively. As of December 31, 2014 and 2013, the Company had a receivable from KSC in the amount of $0.19 million and $0.61 million, respectively, representing 5% and 18% of the Company’s receivables, respectively. |
Debt
Debt | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Debt Disclosure [Abstract] | ||
Debt Disclosure [Text Block] | 4. Debt March 31, December 31, IM Term Loan $ 12,500,000 $ 12,750,000 JR Term Loan 9,000,000 9,000,000 H Term Loan 10,000,000 10,000,000 IM Seller Note 4,692,000 5,366,000 Ripka Seller Notes (*) 2,683,000 4,398,000 Contingent obligation IM Seller (*) 5,766,000 5,766,000 Contingent obligation JR Seller 3,784,000 3,784,000 Total 48,425,000 51,064,000 Current portion (*) 12,381,000 11,416,000 Total long-term debt $ 36,044,000 $ 39,648,000 (*) $5.77 million of the current portion of long-term debt consists of contingent obligation related to IM Brands, described below, which is payable in common stock or cash, at the Company’s option. The current portion of long-term debt also includes the $2.24 million fair value of the Ripka Seller Notes, which was redeemed on April 21, 2015 for shares of our common stock (See Note 10, Subsequent Events). IM Term Loan On August 1, 2013, IM Brands entered into a $13.0 million five year term loan with Bank of Hapoalim (“BHI”) (as amended, the “IM Term Loan”). The IM Term Loan is secured by all of the assets of IM Brands and the Company’s membership interest in IM Brands and bears interest at an annual fixed rate of 4.44%, payable quarterly in arrears each calendar quarter. The obligations under the IM Term Loan are also guaranteed by the Company. Year Ending December 31, Amount of 2015 (April 1 through December 31) $ 1,125,000 2016 2,625,000 2017 3,125,000 2018 5,625,000 Total $ 12,500,000 IM Brands is required to prepay the outstanding amount of the IM Term Loan from excess cash flow for each fiscal year commencing with the year ending December 31, 2015 in arrears in an amount equal to (i) fifty percent (50%) of the excess cash flow for such fiscal year, until such time as principal payments to BHI under the IM Term Loan and the JR Term Loan equals $1,000,000 in the aggregate, then twenty percent (20%) of the excess cash flow for such fiscal year. Excess cash flow means, for any fiscal period, cash provided by operating activities for such period less (a) capital expenditures not made through the incurrence of indebtedness less (b) all interest and principal (including indebtedness owed for the IM Term Loan) paid or payable during such period less (c) all income tax payments made during such period. See “Financial Covenants” below for a summary of the financial covenants required under the IM Term Loan. JR Term Loan On April 3, 2014, the Company entered into a $9 million five year term loan with BHI (as amended, the “JR Term Loan”). The JR Term Loan is secured by all of the assets of JR Licensing and a guarantee from the Company secured by a pledge of the Company’s membership interest in JR Licensing and by a guarantee from IM Brands, secured by a pledge of all of IM Brands’ assets. The JR Term Loan bears interest at an annual variable rate of either LIBOR plus 3.5% or Prime plus 0.50%, at JR Licensing’s option, payable, if the JR Term Loan is bearing interest based on LIBOR, on the last business day of the applicable interest period and, if the JR Term Loan is bearing interest based on Prime, quarterly in arrears on the first day of each calendar quarter. Year Ending December 31, Amount of 2015 (April 1 through December 31) $ 1,125,000 2016 2,250,000 2017 2,875,000 2018 2,250,000 2019 500,000 Total $ 9,000,000 JR Licensing shall prepay the outstanding amount of the JR Term Loan from excess cash flow (the “JR Cash Flow Recapture”) for each fiscal year commencing with the year ending December 31, 2015 in arrears in an amount equal to fifty percent (50%) of such JR Cash Flow Recapture. JR Cash Flow Recapture shall mean for any fiscal period, cash provided by operating activities for such period less (a) capital expenditures not made through the incurrence of indebtedness less (b) all interest and principal (including indebtedness owed for the JR Term Loan) paid or payable during such period less (c) the portion of the holdback amount paid or payable pursuant to the asset purchase agreement dated April 1, 2014 by and between JR Licensing and Judith Ripka Berk (“Ms. Berk”) and certain companies owned by Ms. Berk (collectively “Ripka”) during such period less (d) payments made during such period by JR Licensing to the Company equal to the estimated tax liability of the Company resulting from any taxable income (net of losses, including for prior years to the extent permitted to be deducted) of JR Licensing. JR Licensing also executed a guaranty of the IM Term Loan, secured by a pledge of all of JR Licensing’s assets. See “Financial Covenants” below for a summary of the financial covenants required under the JR Term Loan. H Term Loan On December 22, 2014, H Licensing entered into a $10 million, five year term loan with BHI (“H Term Loan”). The H Term Loan is secured by (i) all of the assets of H Licensing, (ii) a guarantee by the Company, secured by a pledge of the Company’s membership interest in H Licensing, (iii) a guarantee from IM Brands, secured by a pledge of all of the assets of IM Brands, and (iv) a guarantee from JR Licensing, secured by a pledge of all of the assets of JR Licensing. The H Term Loan bears interest at an annual rate, as elected by H Licensing, of LIBOR plus 3.50% or Prime rate plus 0.50%. Interest on the H Term Loan accruing at a rate based on LIBOR is payable on the last business day of the applicable interest period and interest on the H Term Loan accruing at a rate based on the Prime rate is payable quarterly in arrears on the first day of each calendar quarter. Year Ending December 31, Amount of 2016 $ 1,500,000 2017 2,500,000 2018 3,000,000 2019 3,000,000 Total $ 10,000,000 For any fiscal year commencing with the fiscal year ending December 31, 2015, H Licensing is required to prepay the outstanding amount of the H Term Loan from excess cash flow for the prior fiscal year in an amount equal to twenty percent (20%) of such excess cash flow. Excess cash flow is defined as, for any fiscal period, cash provided by operating activities for such period less (a) capital expenditures not made through the incurrence of indebtedness less (b) all cash interest and principal (including the H Term Loan) paid or payable during such period less (c) all taxes paid or payable during such period less (d) payments made during such period by H Licensing to the Company equal to the estimated tax liability of the Company resulting from any taxable income (net of losses, including for prior years to the extent permitted to be deducted) of H Licensing. H Licensing also executed a guarantee of the Company’s outstanding term loans with BHI. See “Financial Covenants” below for a summary of the financial covenants required under the H Term Loan. Financial Covenants Term Loans The Company is required to maintain minimum fixed charge ratio and liquidity covenants and other non-monetary covenants, including reporting requirements and trademark preservation in accordance with the terms and conditions of the IM Term Loan, the JR Term Loan, and the H Term Loan (collectively, the “Term Loans”). In addition: • EBITDA (as defined in the respective term loan agreements) of the Company on a consolidated basis shall not be less than $7,500,000 for the year ending December 31, 2015, not less than $15,500,000 for the year ending December 31, 2016 and not less than $17,000,000 for year ending December 31, 2017 and each year end thereafter; • Capital expenditures of the Company on a consolidated basis in any fiscal year shall not exceed $1,300,000, of which not more than $500,000 shall be capital expenditures for the retail division for the year ending December 31, 2015, and $500,000 for the year ending December 31, 2016 and each year end thereafter; • The fixed charge ratio of the Company on a consolidated basis shall not be less than 1.20 to 1.00 at the end of each fiscal quarter for the twelve fiscal month period ending on such fiscal quarter; • Net worth of the Company on a consolidated basis shall not be less than $40 million at any time; • Liquid assets of the Company on a consolidated basis shall not be less than $4,500,000 at any time; • EBITDA of IM Brands (as defined in the agreement) shall not be less than $9,000,000 for the year ending December 31, 2015, not less than $11,000,000 for the year ending December 31, 2016 and not less than $12,500,000 for the year ending December 31, 2017 and each year end thereafter; • EBITDA of JR Licensing (as defined in the agreement) shall not be less than $4,000,000 for the year ending December 31, 2015 and not less than $5,000,000 for the year ending December 31, 2016 and each year end thereafter; • H Licensing’s loss, if any (prior to the Company’s allocable expenses) for the year ending December 31, 2015 cannot exceed $500,000 and EBITDA of H Licensing (as defined in the agreement) shall not be less than $4,500,000 for the year ending December 31, 2016 and not less than $5,000,000 for the year ending December 31, 2017 and each year end thereafter; and • H Licensing shall have license royalty income of at least $6,000,000 each year commencing for the year ending December 31, 2016. As of March 31, 2015, the Company was in compliance with all of the covenants under the Term Loans. For the Current Quarter and the Prior Year Quarter, the Company incurred interest expense of $312,000 and $144,000, respectively, related to the Term Loans. 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 (as amended, the “IM Seller Note”). The stated interest rate of the IM Seller Note is 0.25%. Management determined that this rate was below the Company’s expected borrowing rate, which was then estimated at 9.25% per annum. Therefore, the Company discounted the IM Seller Note by $1,740,000 using a 9.0% imputed annual interest rate, resulting in an initial value of $5,637,000. Also, on September 29, 2011, the Company prepaid $123,000 of interest on the IM Seller Note. The imputed interest amount is being amortized over the term of the IM Seller Note and recorded as other interest and finance expense on the Company’s unaudited condensed consolidated statements of operations. On December 24, 2013, the IM Seller Note was amended to (1) revise the maturity date to September 30, 2016 (the “Amended Maturity Date”), (2) revise the date to which the maturity date may be extended to September 30, 2018. The IM Seller Note also (1) provides the Company with a prepayment right with its Common Stock, subject to remitting in cash the required cash payments set forth below and a minimum Common Stock price of $4.50 per share, and (2) requires interim scheduled payments. Payment Date Payment January 31, 2016 (i) $ 750,000 September 30, 2016 (ii) $ 4,377,432 (i) Payable in cash subject to BHI approving the cash payment. If BHI does not approve the cash payment, the amount shall be payable in shares of Common Stock subject to the provisions described above. (ii) Payable in stock or cash at the Company’s sole discretion. Amounts paid in cash require BHI’s approval. Amounts payable in shares of Common Stock are subject to the provisions described above. The stated interest rate of the IM Seller Note remains at 0.25%. Management determined that the Company’s expected borrowing rate as of the date of the amendment was 6.44%. Based on the revised payment schedule and the change in the Company’s expected borrowing rate, the Company increased the IM Seller Note discount by $337,000, and accordingly reduced the carrying value of the IM Seller Note. For the Current Quarter and the Prior Year Quarter, the Company incurred interest expense of $81,000 and $83,000, respectively, which includes amortization of the discount on the IM Seller Note of $76,000 and $79,000, respectively. The IM Seller Note balance, net of discount, at March 31, 2015 and December 31, 2014 was $4,692,000 and $5,366,000, respectively. Ripka Seller Notes On April 3, 2014, as part of the consideration for the purchase of the Ripka Brand, JR Licensing issued to Ripka promissory notes in the aggregate principal amount of $6,000,000 (the “Ripka Seller Notes”). The Ripka Seller Notes have a term of five years from the date of issuance, are payable in cash or shares of the Company’s Common Stock valued at the time of payment, at the Company’s option, and with a floor price of $7.00 per share if paid in stock, with Ripka having certain rights to extend the maturity of the Ripka Seller Notes in the event the Company’s stock is trading at a price of less than $7.00 per share. On February 20, 2015, a portion of the Ripka Seller Notes was amended and satisfied. Management determined that its expected borrowing rate is estimated to be 7.33% per annum and, therefore, discounted the Ripka Seller Notes by $1,835,000 using a 7.33% imputed annual interest rate, resulting in an initial value of $4,165,000. The imputed interest amount is being amortized over the term of the Ripka Seller Notes and recorded as other interest and finance expense on the Company’s condensed consolidated statements of operations. On February 20, 2015, the Company agreed to cancel Ripka Seller Notes in the principal amount of $3.0 million and execute in its place: (i) a $2.4 million principal amount promissory note issued in the name of Ripka (the “$2,400,000 Seller Note”) and (ii) a $600,000 principal amount promissory note issued in the name of Ripka (the “$600,000 Seller Note”), each with substantially the same terms as the Ripka Seller Notes; provided, however, that the Company and Ms. Ripka agreed that, upon Ripka’s assignment of the $600,000 Seller Note to a permitted assignee, the principal payments under the $600,000 Seller Note shall accelerate to be payable in eight equal quarterly installments of $75,000 with the first payment due on March 31, 2015 and with the final principal payment payable on December 31, 2016. The $2,400,000 Seller Note was assigned by Ripka to Judith Ripka Creations, Inc. and then assigned by Judith Ripka Creations, Inc. to Thai Jewelry Manufacturer Co. LTD. (“Thai Jewelry”). On February 20, 2015, the Company entered into a release letter (the “Release Letter”) with Thai Jewelry, pursuant to which the Company agreed to issue to Thai Jewelry an aggregate of 266,667 shares of the Company’s Common Stock in exchange for the cancellation of the $2,400,000 Seller Note. On March 25, 2015, the Company issued the shares of Common Stock pursuant to the Release Letter. The carrying value, net of the discount at the time of the redemption of the $2.4 million Ripka Seller Notes was $1.79 million and, as a result, the Company recorded a loss on the early extinguishment of debt of $611,000 during the Current Quarter, which is included in the accompanying condensed consolidated statements of operations. For the Current Quarter, the Company incurred interest expense of $79,000, which consists solely of amortization of the discount on the Ripka Seller Notes. The Ripka Seller Notes balance, net of discount, at March 31, 2015 and December 31, 2014 was $2,683,000 and $4,398,000, respectively. Contingent Obligations IM Earn-Out Obligation IM Ready may earn additional shares of Common Stock with a value of up to $7,500,000 (the “IM Earn-Out Value”) for the 12-month period ending September 30, 2015, with the number of shares to be issued based upon the greater of (i) $4.50 per share and (ii) the average stock price for the last twenty days in such period, and with such earn-out payment contingent upon the Isaac Mizrahi Business achieving the net royalty income target set forth below (the “IM Earn-Out Obligation”). On December 24, 2013, the Company and IM Ready amended the terms of the IM Earn-Out Obligation and eliminated the additional consideration for the fiscal year ending September 30, 2014 and the Company made a one-time cash payment of $315,000 to IM Ready in March 2014. The IM Earn-Out Obligation is recorded as the current portion of long-term debt in the amount of $3.0 million at March 31, 2015 and December 31, 2014 in the accompanying condensed consolidated balance sheets. Any future change in the IM Earn-Out Obligation will result in an expense or income in the period in which it is determined the fair market value has changed. Royalty Target Period Royalty Earn-Out Royalty Target Period (October 1, 2014 to September 30, 2015) $ 24,000,000 $ 7,500,000 IM Ready will receive a percentage of the IM Earn-Out Value based upon the percentage of the actual net royalty income of the Isaac Mizrahi Business to the royalty target as set forth below. Applicable Percentage % of Less than 76% 0 % 76% up to 80% 40 % 80% up to 90% 70 % 90% up to 95% 80 % 95% up to 100% 90 % 100% or greater 100 % The IM Earn-Out Value is payable solely in stock. In accordance with ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC Topic 480”), the IM Earn-Out Obligation is treated as a liability in the accompanying condensed consolidated balance sheets because of the variable number of shares payable under the agreement. QVC Earn-Out The Company is obligated to pay IM Ready $2.76 million, payable in cash or Common Stock, at the Company’s option, contingent upon IM Brands receiving aggregate net royalty income of at least $2.5 million from QVC in the twelve-month period ending September 30, 2015 with the number of shares of such stock based upon the greater of (x) $4.50 per share, and (y) the average stock price for the last twenty business days prior to the time of such issuance (the “QVC Earn-Out’). Management has determined that it is probable that the $2.5 million in net royalty income from QVC will be met. In accordance with ASC Topic 480, the QVC Earn-Out obligation is treated as a liability in the accompanying condensed consolidated balance sheets because of the variable number of shares payable under the agreement. Management will assess no less frequently than each reporting period the status of this contingent obligation. Any change in the expected obligation will result in an expense or income in the period in which it is determined fair market value has changed. The QVC Earn-Out is recorded as a current liability in the accompanying condensed consolidated balance sheets because of the variable number of shares payable under the agreement. Ripka Earn-Out In connection with the purchase of the Ripka Brand, the Company agreed to pay Ripka additional consideration of up to $5 million in aggregate (the “Ripka Earn-Out”), payable in cash or shares of the Company’s Common Stock based on the fair market value of the Common Stock at the time of payment, and with a floor of $7.00 per share, based on the Ripka Brand achieving in excess of $1 million of net royalty income during each of the 12-month periods ending on October 1, 2016, 2017 and 2018, less the sum of all earn-out payments for any prior earn-out period. Net royalty income shall not include any revenues generated by direct-response television sales or any revenue accelerated as a result of termination. The Ripka Earn-Out of $3.78 million is recorded as long-term debt at March 31, 2015 on the condensed consolidated balance sheets based on the difference between the fair value of the assets of the Ripka Brand acquired and the total consideration paid. In accordance with ASC Topic 480, the Ripka Earn-Out obligation is treated as a liability in the accompanying condensed consolidated balance sheet because of the variable number of shares payable under the agreement. As of March 31, 2015 and December 31, 2014, total contingent obligations were $9.55 million. | 7. Debt December 31, 2014 2013 IM Term Loan $ 12,750,000 $ 13,000,000 JR Term Loan 9,000,000 H Term Loan 10,000,000 IM Seller Note 5,366,000 5,045,000 Ripka Seller Notes 4,398,000 Contingent obligation IM Seller (*) 5,766,000 6,681,000 Contingent obligation JR Seller 3,784,000 Total 51,064,000 24,726,000 Current portion (*) 11,416,000 565,000 Total long-term debt $ 39,648,000 $ 24,161,000 (*) $5.766 million of the current portion of long-term debt is the contingent obligation IM Seller, that is payable in common stock or cash, at the Company’s option. IM Term Loan On August 1, 2013, IM Brands entered into a $13.0 million five year term loan with BHI (the “IM Term Loan”). On April 3, 2014, in connection with entering into the JR Term Loan (as defined below) and the Ripka Brand acquisition, the Company amended the IM Term Loan. The IM Term Loan was further amended on December 22, 2014, in connection with entering into the H Term Loan (as defined below) and the H Halston Brands acquisition, and further amended on February 19, 2015 (see Note 14). The IM Term Loan is secured by all of the assets of IM Brands and the Company’s membership interest in IM Brands and bears interest at an annual fixed rate of 4.44%, payable quarterly in arrears each calendar quarter. The obligations under the IM Term Loan are also guaranteed by the Company. Year Ending December 31, Amount of 2015 $ 1,375,000 2016 2,625,000 2017 3,125,000 2018 5,625,000 Total $ 12,750,000 In addition, prior to making distributions, IM Brands is required to prepay the outstanding amount of the IM Term Loan from excess cash flow for each fiscal year commencing with the year ending December 31, 2015 in arrears in an amount equal to twenty percent (20%) of the excess cash flow for such period. Excess cash flow means, for any fiscal period, cash provided by operating activities for such period less (a) capital expenditures not made through the incurrence of indebtedness less (b) all interest and principal (including indebtedness owed for the IM Term Loan) paid or payable during such period less (c) all income tax payments made during such period. Financial Covenants The Company is required to maintain minimum fixed charge ratio and liquidity covenants and other non-monetary covenants, including reporting requirements and trademark preservation in accordance with the terms and conditions of the IM Term Loan, as amended (see Note 14). In addition: • EBITDA (as defined in the agreement) of the Company and its subsidiaries on a consolidated basis shall not be less than $5,500,000 for the fiscal year ended December 31, 2014, not less than $7,500,000 for the fiscal year ending December 31, 2015, not less than $15,500,000 for the fiscal year ending December 31, 2016 and not less than $17,000,000 for fiscal year ending December 31, 2017 and each fiscal year end thereafter; • EBITDA of IM Brands (as defined in the agreement) shall not be less than $6,000,000 for the fiscal year ended December 31, 2014, not less than $9,000,000 for the fiscal year ending December 31, 2015, not less than $11,000,000 for the fiscal year ending December 31, 2016 and not less than $12,500,000 for the fiscal year ending December 31, 2017 and each fiscal year end thereafter; • Capital expenditures of the Company on a consolidated basis in any fiscal year shall not exceed $1,300,000, of which not more than $500,000 shall be capital expenditures for the retail division for the fiscal year ending December 31, 2015, and $500,000 for the fiscal year ending December 31, 2016 and each fiscal year end thereafter; • The fixed charge ratio of the Company on a consolidated basis shall not be less than 1.20 to 1.00 at the end of each fiscal quarter for the twelve fiscal month period ending on such fiscal quarter; • Net worth of the Company on a consolidated basis shall not be less than $40 million at any time; • Liquid assets of the Company on a consolidated basis shall not be less than $4,500,000 at any time; and • If, for any fiscal year commencing with the fiscal year ending December 31, 2015, there shall be excess cash flow for such fiscal year, the Company shall pay to BHI an amount equal to the applicable recapture percentage of such excess cash flow, to be applied by BHI to the principal amount of the H Term Loan in the reverse order of maturity. As of December 31, 2014, the Company was in full compliance with all of the covenants under the IM Term Loan. For the Current Year and Prior Year, the Company incurred interest expense of $576,000 and $241,000, respectively. JR Term Loan On April 3, 2014, the Company entered into a $9 million five year term loan with BHI (the “JR Term Loan”). The JR Term Loan is secured by all of the assets of JR Licensing and a guarantee from Xcel secured by a pledge of Xcel’s membership interest in JR Licensing and by a guarantee from IM Brands, secured by a pledge of all of IM Brands’ assets. The JR Term Loan was amended on December 22, 2014, in connection with entering into the H Term Loan (as defined below) and the H Halston Brands acquisition, and further amended on February 19, 2015 (see Note 14). The JR Term Loan bears interest at an annual variable rate of either LIBOR plus 3.5% or Prime plus 0.50%, at JR Licensing’s option, payable, if the JR Term Loan is bearing interest based on LIBOR, on the last business day of the applicable interest period and, if the JR Term Loan is bearing interest based on Prime, quarterly in arrears on the first day of each calendar quarter. Year Ending December 31, Amount of 2015 $ 1,125,000 2016 2,250,000 2017 2,875,000 2018 2,250,000 2019 500,000 Total $ 9,000,000 In addition, JR Licensing shall prepay the outstanding amount of the JR Term Loan from excess cash flow (the “JR Cash Flow Recapture”) for each fiscal year commencing with the year ending December 31, 2015 in Financial Covenants The Company is required to maintain minimum fixed charge ratio and liquidity covenants and other non-monetary covenants, including reporting requirements and trademark preservation in accordance with the terms and conditions of the JR Term Loan, as amended (see Note 14, Subsequent Events). In addition: • EBITDA (as defined in the agreement) of the Company on a consolidated basis shall not be less than $5,500,000 for the fiscal year ended December 31, 2014, not less than $7,500,000 for the fiscal year ending December 31, 2015, not less than $15,500,000 for the fiscal year ending December 31, 2016 and not less than $17,000,000 for fiscal year ending December 31, 2017 and each fiscal year end thereafter; • EBITDA of JR Licensing (as defined in the agreement) shall not be less than $3,000,000 for the fiscal year ended December 31, 2014, not less than $4,000,000 for the fiscal year ending December 31, 2015 and not less than $5,000,000 for the fiscal year ending December 31, 2016 and each fiscal year end thereafter; • Capital expenditures of the Company on a consolidated basis in any fiscal year shall not exceed $1,300,000 of which not more than $500,000 shall be capital expenditures for the retail division for the fiscal year ending December 31, 2015, and $500,000 for the fiscal year ending December 31, 2016 and each fiscal year end thereafter; • The fixed charge ratio of the Company on a consolidated basis shall not be less than 1.20 to 1.00 at the end of each fiscal quarter for the twelve fiscal month period ending on such fiscal quarter; • Net worth of the Company on a consolidated basis shall not be less than $40 million at any time; • Liquid assets of the Company on a consolidated basis shall not be less than $4,500,000 at any time; and • If, for any fiscal year commencing with the fiscal year ending on December 31, 2015, there shall be excess cash flow for such fiscal year, Xcel shall pay to BHI an amount equal to the applicable recapture percentage of such excess cash flow, to be applied by BHI to the principal amount of the H Loan in the reverse order of maturity. As of December 31, 2014, the Company was in full compliance with all of the covenants under the JR Term Loan. For the Current Year, the Company incurred interest expense of $249,000. H Term Loan On December 22, 2014, H Licensing entered into a $10 million, five year term loan with BHI (“H Term Loan”). The H Term Loan is secured by (i) all of the assets of H Licensing, (ii) a guarantee by Xcel, secured by a pledge of Xcel’s membership interest in H Licensing, (iii) a guarantee from IM Brands, secured by a pledge of all of the assets of IM Brands, and (iv) a guarantee from JR Licensing, secured by a pledge of all of the assets of JR Licensing. The H Term Loan bears interest at an annual rate, as elected by H Licensing, of LIBOR plus 3.50% or Prime rate plus .50%. Interest on the H Term Loan accruing at a rate based on LIBOR is payable on the last business day of the applicable interest period and interest on the H Term Loan accruing at a rate based on the Prime rate is payable quarterly in arrears on the first day of each calendar quarter. Year Ending December 31, Amount of 2015 $ 2016 1,500,000 2017 2,500,000 2018 3,000,000 2019 3,000,000 Total $ 10,000,000 For any fiscal year commencing with the fiscal year ending December 31, 2015, H Licensing is required to prepay the outstanding amount of the H Term Loan from excess cash flow for the prior fiscal year in an amount equal to twenty percent (20%) of such excess cash flow. Excess cash flow is defined as, for any fiscal period, cash provided by operating activities for such period less (a) capital expenditures not made through the incurrence of indebtedness less (b) all cash interest and principal (including the H Term Loan) paid or payable during such period less (c) all taxes paid or payable during such period less (d) payments made during such period by H Licensing to Xcel equal to the estimated tax liability of Xcel resulting from any taxable income (net of losses, including for prior years to the extent permitted to be deducted) of H Licensing. H Licensing also executed a guarantee of Xcel’s outstanding term loans with BHI. The H Term Loan contains customary covenants, including reporting requirements, trademark preservation and the following financial covenants: • EBITDA (as defined in the agreement) of the Company and its subsidiaries on a consolidated basis shall not be less than $5,500,000 for the fiscal year ended December 31, 2014, not less than $7,500,000 for the fiscal year ending December 31, 2015, not less than $15,500,000 for the fiscal year ending December 31, 2016 and not less than $17,000,000 for fiscal year ending December 31, 2017 and each fiscal year end thereafter; • H Licensing’s loss, if any (prior to the Company’s allocable expenses) for the fiscal year ending December 31, 2015 cannot exceed $500,000 and EBITDA of H Licensing (as defined in the agreement) shall not be less than $4,500,000 for the fiscal year ended December 31, 2016 and not less than $5,000,000 for the fiscal year ending December 31, 2017 each fiscal year end thereafter; • Capital expenditures of the Company on a consolidated basis in any fiscal year shall not exceed $1,300,000, of which not more than $500,000 shall be capital expenditures for the retail division for the fiscal year ending on December 31, 2015, and $500,000 for the fiscal year ending December 31, 2016 and each fiscal year end thereafter; • The fixed charge ratio of the Company on a consolidated basis shall not be less than 1.20 to 1.00 at the end of each fiscal quarter for the twelve fiscal month period ending on such fiscal quarter; • Net worth of the Company on a consolidated basis shall not be less than $40 million at any time; • Liquid assets of the Company and its subsidiaries on a consolidated basis shall not be less than $4,500,000 at any time; • If, for any fiscal year commencing with the fiscal year ending December 31, 2015, there shall be excess cash flow for such fiscal year, the Company shall pay to BHI an amount equal to the applicable recapture percentage of such excess cash flow, to be applied by BHI to the principal amount of the H Term Loan in the reverse order of maturity; and • H Licensing shall have license royalty income of at least $6,000,000 each fiscal year commending for the fiscal year ended December 31, 2016. As of December 31, 2014, the Company was in full compliance with all of the covenants under the H Term Loan. For the Current Year, the Company incurred interest expense of $9,000. 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 (the “IM Seller Note”) in the principal amount of $7,377,000. The stated interest rate of the IM Seller Note is 0.25% per annum. Management determined that this rate was below the Company’s expected borrowing rate, which was then estimated at 9.25% per annum. Therefore, the Company discounted the IM Seller Note by $1,740,000 using a 9.0% imputed annual interest rate, resulting in an initial value of $5,637,000. In addition, on September 29, 2011, the Company prepaid $123,000 of interest on the IM Seller Note. The imputed interest amount is being amortized over the term of the IM Seller Note and recorded as other interest and finance expense on the Company’s consolidated statements of operations. On December 24, 2013, the IM Seller Note was amended to (1) revise the maturity date to September 30, 2016 (“Amended Maturity Date”), (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 the required cash payments set forth below and a minimum Common Stock price of $4.50 per share, and (4) require interim scheduled payments. Payment Date Payment Amounts Amount (i) Amount (ii) January 31, 2015 (iii) $ 750,000 $ 750,000 $ $ January 31, 2016 $ 750,000 $ $ 750,000 $ September 30, 2016 $ 4,377,432 $ $ $ 4,377,432 (i) Amounts payable in cash with restrictions are subject to BHI approving the cash payment. If BHI does not approve the cash payment, the amount shall be payable in shares of Common Stock subject to the provisions described above. (ii) This includes the last payment on the Amended Maturity Date and may include amounts payable in cash with restrictions whereby BHI provides approval and the amount would be paid with the Company’s Common Stock. Amounts payable with the Company’s Common Stock shall be subject to the provisions described above. (iii) Paid prior to January 31, 2015. The stated interest rate of the IM Seller Note remains at 0.25% per annum. Management determined that the Company’s expected borrowing rate as of the date of the amendment was 6.44% per annum. Based on the revised payment schedule and the change in the Company’s expected borrowing rate, the Company increased the IM Seller Note discount by $337,000, and accordingly reduced the carrying value of the IM Seller Note. Management determined that the amendment to the IM Seller Note was in conjunction with an amendment to the contingent obligation to IM Ready Earn-out Obligation (as defined below) and the reduction to the carrying value of the IM Seller Note was recorded as part of the gain on reduction of contingent obligations in the Company’s December 31, 2013 consolidated statement of operations. For the Current Year and Prior Year, the Company incurred interest expense of $342,000 and $617,000, respectively, which includes amortization of the discount on the IM Seller Note of $321,000 and $576,000, respectively. The IM Seller Note balance, net of discount, at December 31, 2014 and 2013 was $5,366,000 and $5,045,000, respectively. Ripka Seller Notes On April 3, 2014, as part of the consideration for the purchase of the Ripka Brand, JR Licensing issued to Ripka the Ripka Seller Notes. The Ripka Seller Notes have a term of five years from the date of issuance, are payable in cash or shares of the Company’s Common Stock valued at the time of payment, at the Company’s option, and with a floor price of $7.00 per share if paid in stock, with Ripka having certain rights to extend the maturity of the Ripka Seller Notes in the event the Company’s stock is trading at a price of less than $7.00 per share. As further discussed in Note 14, on February 20, 2015, a portion of the Ripka Seller Notes were amended and satisfied. Management determined that its expected borrowing rate is estimated to be 7.33% per annum and has, therefore, discounted the Ripka Seller Notes by $1,835,000 using a 7.33% imputed annual interest rate, resulting in an initial value of $4,165,000. The imputed interest amount is being amortized over the term of the Ripka Seller Notes and recorded as other interest and finance expense on the Company’s consolidated statements of operations. For the Current Year, the Company incurred interest expense of $233,000, which consists solely of amortization of the discount on the Ripka Seller Notes. The Ripka Seller Notes balance, net of discount, at December 31, 2014 was $4,398,000. Contingent Obligations IM Earn-Out Obligation IM Ready may earn additional shares of Common Stock with a value of up to $7.5 million (the “IM Earn-Out Value”) for the 12-month period ending September 30, 2015, with the number of shares to be issued based upon the greater of (i) $4.50 per share and (ii) the average stock price for the last twenty business days in such period, and with such earn-out payment contingent upon the Isaac Mizrahi Business achieving the net royalty income target set forth below (the “IM Earn-Out Obligation”). On December 24, 2013, the Company and IM Ready amended the terms of the IM Earn-Out Obligation and eliminated the additional consideration for the fiscal year ended December 31, 2014 and the Company made a one-time cash payment of $315,000 to IM Ready in March 2014. The IM Earn-Out Obligation is recorded as $3.0 million and $3.6 million of long-term debt at December 31, 2014 and 2013, respectively, with $3.0 million and $0.3 million as a current liability at December 31, 2014 and 2013, respectively, on the consolidated balance sheets. The IM Earn-Out Value is payable solely in stock. The additional $0.6 million reduction was recorded as a gain on reduction of contingent obligations in the Company’s consolidated statement of operations in the Current Year. The reduction in the IM Earn-Out Obligation was based primarily on a revision of projected future net royalty income related to the Isaac Mizrahi Brand within the earn-out period. The recorded IM Earn-Out Obligation was reduced as a result of the timing of projected future net royalty income of the Isaac Mizrahi Business, which diminished the probability of achieving the remaining royalty target. This adjustment resulted from the Company having better visibility in its 2015 royalties given current Isaac Mizrahi Brand product sales information. Any future change in the IM Earn-Out Obligation will result in an expense or income in the period in which it is determined the fair market value of the carrying value has changed. Royalty Target Period Royalty Earn-Out Royalty Target Period (October 1, 2014 to September 30, 2015) $ 24,000,000 $ 7,500,000 IM Ready will receive a percentage of the “IM Earn-Out Value based upon the percentage of the actual net royalty income of the Isaac Mizrahi Business to the royalty target as set forth below: Applicable Percentage % of Less than 76% 0 % 76% up to 80% 40 % 80% up to 90% 70 % 90% up to 95% 80 % 95% up to 100% 90 % 100% or greater 100 % The IM Earn-Out Value is payable solely in stock. In accordance with ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC Topic 480”), the IM Earn-Out Obligation is treated as a liability in the accompanying consolidated balance sheets because of the variable number of shares payable under the agreement. QVC Earn-Out The Company is obligated to pay IM Ready $2.76 million, payable in cash or Common Stock, at the Company’s option, contingent upon IM Brands receiving aggregate net royalty income of at least $2.5 million from QVC in the twelve-month period ending September 30, 2015 with the number of shares of such stock based upon the greater of (x) $4.50 per share, and (y) the average stock price for the last twenty business days prior to the time of such issuance (the “QVC Earn-Out”). Management has determined that it is probable that the $2.5 million in net royalty income from QVC will be met. In accordance with ASC Topic 480, the QVC Earn-Out obligation is treated as a liability in the accompanying consolidated balance sheets because of the variable number of shares payable under the agreement. Management will assess no less frequently than each reporting period the status of this contingent obligation. Any change in the expected obligation will result in an expense or income in the period in which it is determined fair market value has changed. The QVC Earn-Out is recorded as a current liability at December 31, 2014 in the accompanying consolidated balance sheet. Ripka Earn-Out In connection with the purchase of the Ripka Brand, the Company agreed to pay Ripka additional consideration of up to $5 million in aggregate (the “Ripka Earn-Out”), payable in cash or shares of the Company’s Common Stock based on the fair market value of the Company’s Common Stock at the time of payment, and with a floor of $7.00 per share, based on the Ripka Brand achieving in excess of $1 million of net royalty income during each of the 12-month periods ending on October 1, 2016, 2017 and 2018, less the sum of all earn-out payments for any prior earn-out period. Net royalty income shall not include any revenues generated by direct-response television sales or any revenue accelerated as a result of termination. The Ripka Earn-Out of $3.8 million is recorded as long-term debt at December 31, 2014 on the consolidated balance sheets based on the difference between the fair value of the assets of the Ripka Brand acquired and the total consideration paid. In accordance with ASC Topic 480, the Ripka Earn-Out obligation is treated as a liability in the accompanying consolidated balance sheet because of the variable number of shares payable under the agreement. As of December 31, 2014 and 2013, total contingent obligations were $9.6 million and $6.7 million, respectively. |
Stockholders' Equity
Stockholders' Equity | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
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 offer 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 8,000,000 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 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, the expected life is based on the estimated average of the life of options and warrants using the simplified method, and forfeitures are estimated on the date of grant based on certain historical data. 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. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. 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. The Company did not grant any stock options during the Current Quarter. A summary of the Company’s stock options for the Current Quarter is as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2015 404,000 $ 6.67 2.89 $ 1,472,000 Granted Canceled Exercised Expired/Forfeited (1,250 ) (4.00 ) Outstanding and expected to vest at March 31, 2015 402,750 $ 5.36 2.64 $ 1,465,000 Exercisable at March 31, 2015 307,750 $ 4.69 2.10 $ 1,327,000 The preceding table does not include options to purchase 576 shares of Common Stock for $728 per share issued under the Company’s former equity plan. The Company does not expect to issue any equity awards under this plan. Compensation expense related to stock options for the Current Quarter and the Prior Year Quarter was $17,000 and $11,000, respectively. Total unrecognized compensation expense related to unvested stock options at March 31, 2015 amounts to $83,000 and is expected to be recognized over a weighted average period of 1.27 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, 2015 95,000 $ 1.43 Granted Vested Forfeited or Canceled Balance at March 31, 2015 95,000 $ 1.43 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 for the Current Quarter is as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2015 2,219,543 $ 6.07 4.23 $ 6,497,413 Granted Canceled Exercised Expired/Forfeited Outstanding at March 31, 2015 2,219,543 $ 6.07 3.98 $ 6,497,413 Exercisable at March 31, 2015 2,219,543 $ 6.07 3.98 $ 6,497,413 The Company did not grant any warrants to purchase share of Common Stock during the Current Quarter. No compensation expense was recorded in the Current Quarter or Prior Year Quarter related to warrants. Restricted Stock A summary of the Company’s restricted stock for the Current Quarter is as follows: Number of Weighted Outstanding at January 1, 2015 3,208,410 $ 4.46 Granted 43,167 9.00 Canceled Vested (45,667 ) 6.94 Expired/Forfeited (5,375 ) 6.23 Outstanding at March 31, 2015 3,200,535 $ 4.48 On January 1, 2015, the Company issued to a non-executive employee 25,000 shares of restricted stock. The shares of restricted stock vest evenly over two years, whereby 50% shall vest on January 1, 2016 and 50% shall vest on January 1, 2017. Notwithstanding the foregoing, the grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following November 30 th st On January 6, 2015, the Company issued non-executive employees 18,167 shares of fully vested common stock. Compensation expense related to restricted stock grants for the Current Quarter and Prior Year Quarter was $996,000 and $1,554,000, respectively. Total unrecognized compensation expense related to unvested restricted stock grants at March 31, 2015 amounts to $3,155,000 and is expected to be recognized over a weighted average period of 1.23 years. Shares Available Under the Company’s 2011 Equity Incentive Plan At March 31, 2015, there were 3,656,716 shares of Common Stock available for issuance under the Plan. Shares Reserved for Issuance At March 31, 2015, there were 6,279,585 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. | 8. Stockholders’ Equity Effective November 6, 2014, the Company amended its Certificate of Incorporation to increase the total number of authorized shares of capital stock which the Company shall have authority to issue from 26,000,000 shares, consisting of 25,000,000 shares of common stock and 1,000,000 shares of preferred stock, to 36,000,000 shares, consisting of 35,000,000 shares of common stock and 1,000,000 shares of preferred stock. 2013 Private Offering of Equity Securities On June 5, 2013, in a private offering to accredited investors, who are affiliates of an existing shareholder and a director of the Company, the Company issued and sold an aggregate of 1,428,573 shares of its Common Stock and warrants to purchase an aggregate of 312,500 shares of the Company’s Common Stock for aggregate gross proceeds of $5,000,000 (the “Offering”). The warrants are exercisable at a price of $5.00 per share, at any time on or prior to June 5, 2018. The Company concluded that there was a discounted component to the Offering, as compared to the then market value of its Common Stock, primarily due to the limited liquidity in the Company’s Common Stock. Based on the management’s analysis, the Company concluded that such discount was 10% and therefore grossed up the offering price based on the discount, resulting in a fair value of $3.86 per common share. The fair value for the warrants was estimated to be $.12 for each warrant to purchase one share of Common Stock using the Black-Scholes option pricing model with the following assumptions: Expected Volatility 22.5 % Expected Dividend Yield 0 % Expected Life Term 2.5 Risk-Free Interest Rate 0.39 % The proceeds of the Offering were accounted for as the par value of the Common Stock ($.001 per share) issued and the balance ($3.499 per share) as additional paid in-capital, inclusive of the value of the warrants. 2014 Private Offering of Equity Securities On December 22, 2014, in a private offering to accredited investors, the Company issued and sold an aggregate of 1,086,667 shares of its Common Stock at a purchase price of $9.00 per share, for aggregate gross proceeds of $9,780,000 (the “2014 Private Offering”). The Company paid Young America Capital LLC (“Young America”) a placement fee of $474,600 in connection with the 2014 Private Offering (see Note 13, Related Party Transactions). Net proceeds, after the payment of placement fees and legal and other expenses of $486,000, amounted to $9,294,000. 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 5,000,000 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 Board, or, at the Board’s discretion, a committee of the Board. Effective November 6, 2014, the Plan was amended to (a) increase the number of shares of Common Stock reserved and available for distribution under the Plan from 5,000,000 to 8,000,000, (b) increase the maximum number of shares with respect to Incentive Stock Options (as defined in the Plan) which may be granted under the Plan from 2,000,000 to 5,000,000, (c) increase the maximum number of shares of Common Stock with respect to which options or restricted stock may be granted to any participant from 2,000,000 to 5,000,000 and (d) provide for the award of cash bonuses to participants. 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, the expected life is based on the estimated average of the life of options and warrants using the simplified method, and forfeitures are estimated on the date of grant based on certain historical data. 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. Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates. On April 1, 2013, the Company issued to management 1,270,000 shares of restricted stock. The vesting date of 1,075,000 shares of restricted stock was September 20, 2014, provided, however, that each such grantee has the right to extend the vesting date by six-month increments in his sole discretion, prior to the date the restrictions would lapse. The vesting date of 97,500 shares of restricted stock was September 30, 2014 and the vesting date of 97,500 shares of restricted stock is March 31, 2015. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following September 30 th st On April 1, 2013, the Company issued to non-management directors 100,000 shares of restricted stock. The vesting date of 50,000 shares of restricted stock was September 30, 2014 and the vesting date of 50,000 shares of restricted stock is March 31, 2015. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following September 30 th st On May 1, 2013, the Company issued to non-executive employees 29,750 shares of restricted stock. The shares of restricted stock will vest evenly over 2 years, whereby 50% vested on April 30, 2014 and 50% shall vest on April 30, 2015. On January 1, 2014, the Company issued to a member of management and a key employee an aggregate of 825,000 shares of restricted stock. The vesting date for 550,000 shares of restricted stock was July 1, 2014, and the remaining 275,000 shall vest evenly over the periods ending September 30, 2014, 2015 and 2016, provided, however, that each such grantee has the right to extend the vesting dates by six-month increments in their sole discretion, prior to the date the restrictions would lapse. As of December 31, 2014, restrictions on 2,500 shares have lapsed and 89,500 shares, 550,000 shares, 92,000 shares and 91,000 shares are scheduled to vest on March 31, 2015, July 1, 2015, September 30, 2015 and September 30, 2016, respectively. The Company repurchased 1,250 shares of restricted stock upon vesting to satisfy the grantee’s tax withholding obligations. On January 1, 2014, the Company granted options to purchase an aggregate of 50,000 shares of Common Stock to a non-executive employee of the Company. The exercise price per share of the options is $5.00 per share, and 50% of the options will vest on each of the first and second anniversaries of the grant date. As of December 31, 2014, all of these options have been forfeited. On April 1, 2014, the Company issued to non-management directors 50,000 shares of restricted stock. The shares of restricted stock will vest evenly over two years, whereby 50% shall vest on March 31, 2015 and 50% shall vest on March 31, 2016. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following September 30 th st On May 15, 2014, the Company issued to certain executives and employees 557,475 shares of restricted stock. The shares of restricted stock will vest evenly over two years, whereby 50% shall vest on May 31, 2015 and 50% shall vest on May 31, 2016. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following September 30 th st On May 15, 2014, the Company granted options to purchase an aggregate of 50,000 shares of Common Stock to a non-executive employee of the Company. The exercise price per share of the options is $7.50 per share, and 50% of the options will vest on each of May 15, 2015 and 2016. On July 15, 2014, the Company issued to one of its directors 25,000 shares of restricted stock. The shares of restricted stock will vest evenly over two years, whereby 50% shall vest on March 31, 2015 and 50% shall vest on March 31, 2016. Notwithstanding the foregoing, the grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following September 30 th st On July 1, 2014, the Company granted options to purchase an aggregate of 35,000 shares of Common Stock to certain non-executive employees of the Company. The exercise price per share of the options is $7.50 per share, and 50% of the options will vest on each of June 30, 2015 and 2016. On October 1, 2014, the Company issued to a non-executive employee 15,000 shares of restricted stock. The shares of restricted stock will vest evenly over two years, whereby 50% shall vest on March 31, 2015 and 50% shall vest on March 31, 2016. Notwithstanding the foregoing, the grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following September 30 th st On December 1, 2014, the Company granted options to purchase an aggregate of 10,000 shares of Common Stock to a non-executive employee of the Company. The exercise price per share of the options is $8.00 per share, and 50% of the options will vest on each of March 31, 2015 and 2016. The fair value for the options was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: Year Ended 2014 2013 Expected Volatility 24 29% 21 22% Expected Dividend Yield 0% 0% Expected Life (Term) 2.5 years 1 3 years Risk-Free Interest Rate 0.58 0.70% 0.21 0.39% The options that the Company 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 stock options for the year ended December 31, 2014 is as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2014 343,125 $ 4.55 3.60 $ Granted 145,000 6.67 Canceled Exercised (19,000 ) 3.58 Expired/Forfeited (65,125 ) 4.55 Outstanding and expected to vest at December 31, 2014 404,000 $ 6.67 2.89 $ 1,472,000 Exercisable at December 31, 2014 309,000 $ 4.70 2.36 $ 1,334,000 The preceding table does not include options to purchase 576 shares of Common Stock for $728 per share issued under the Company’s former equity plan. The Company does not expect to issue any additional equity awards under this plan. Compensation expense related to stock option grants for the Current Year and Prior Year was $51,000 and $69,000, respectively. Total unrecognized compensation expense related to unvested stock options at December 31, 2014 amounts to $112,000 and is expected to be recognized over a weighted average period of 1.6 years. The following table summarizes the Company’s stock option activity for non-vested options for the year ended December 31, 2014: Number of Weighted Balance at January 1, 2014 38,625 $ 0.99 Granted 145,000 1.05 Vested (24,500 ) (0.99 ) Forfeited or Canceled (64,125 ) (0.47 ) Balance at December 31, 2014 95,000 $ 1.43 Warrants A summary of the Company’s warrants for the year ended December 31, 2014 is as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2014 1,469,543 $ 3.05 $ Granted 750,000 4.05 Canceled Exercised Expired/Forfeited Outstanding at December 31, 2014 2,219,543 $ 6.07 4.23 $ 6,497,413 Exercisable at December 31, 2014 2,219,543 $ 6.07 4.23 $ 6,497,413 Compensation expense related to warrant grants for the Current Year and Prior Year was $0 and $33,000, respectively. Compensation expense related to warrants in the Prior Year is reported as stock-based compensation under operating expenses in the consolidated statements of operations. The Company values warrants issued to non-employees at the commitment date at the fair market value of the instruments issued, a measure which is more readily available than the fair market value of services rendered, using the Black-Scholes option pricing model. The fair market value of the instruments issued is expensed over the requisite service period. Compensation expense related to warrants in connection with a licensing agreement is amortized over the five year initial term of the license agreement and is recorded as a discount to licensing revenues. The stock-based licensing revenue-discount for the Current Year and Prior Year was $13,000 and $5,000, respectively. The Company fully amortized the remaining value of warrants due to the termination of the related license agreement during the Current Year. On June 5, 2013, in connection with the Offering, the Company issued warrants to purchase 312,500 shares of Common Stock with an exercise price of $5.00 per share and a term of 5-years. The Company estimated the fair value of the warrants to be $38,000, using the Black-Scholes option pricing model. The fair value of the warrant was estimated as of the date of grant using the following assumptions: (1) expected volatility of 22.2%, (2) risk-free interest rate of 0.39% and (3) expected life of 2.5 years. The Company accounted for the fair value of the warrants as a cost of the offering resulting in a charge directly to stockholders’ equity. On October 4, 2013, the Company issued to Adam Dweck (“AD”), an Executive Vice President of Earthbound, LLC (“Earthbound”) and the son of Jack Dweck, who is a principal of Earthbound and was on the Company’s board of directors through June 26, 2014 (see Note 13, Related Party Transactions), warrants to purchase 25,000 shares of Common Stock at an exercise price of $5.00 per share. The warrants were issued in connection with performance targets under a licensing agent agreement with AD and expire on August 2, 2016. On October 4, 2013, 12,500 warrants vested and, on October 4, 2014, the remaining 12,500 warrants vested upon achieving the second performance target. The Company estimated the fair value of the warrants to be $2,500, using the Black-Scholes option pricing model. The fair value of the warrant was estimated as of the date of grant using the following assumptions: (1) expected volatility of 22.2%, (2) risk-free interest rate of 0.39% and (3) expected life of 2.5 years. Compensation expense related to warrants in connection with the licensing agreement is amortized over the expected period in which the royalty targets will be met and is recorded as a royalty commission expense and netted with licensing revenues. The stock-based commission expense for the Current Year and Prior Year was $1,000 and $1,500, respectively. On December 22, 2014, in connection with the acquisition of the H Halston Brands, the Company issued five year warrants to purchase up to an aggregate of 750,000 shares of the Company’s Common Stock at an exercise price of $12.00 per share. The warrants had a fair value of $611,000 using the Black-Scholes option pricing model with the following assumptions: Expected Volatility 29 % Expected Dividend Yield 0 % Expected Life (Term) 2.5 years Risk-Free Interest Rate 0.70 % A summary of the changes in the Company’s unvested warrants for the year ended December 31, 2014 is as follows: Number of Weighted Unvested balance at January 1, 2014 12,500 $ 0.10 Granted 750,000 0.82 Vested (762,500 ) (0.80 ) Forfeited or Canceled Unvested balance at December 31, 2014 $ Restricted Stock A summary of the Company’s restricted stock for the year ended December 31, 2014 is as follows: Number of Weighted Outstanding at January 1, 2014 2,026,554 $ 3.59 Granted 1,472,475 5.43 Canceled Vested (286,494 ) 3.33 Expired/Forfeited (4,125 ) 4.30 Outstanding and expected to vest at December 31, 2014 3,208,410 $ 4.46 Compensation expense related to restricted stock grants for the Current Year and Prior Year was $5,100,000 and $4,741,000, respectively. Total unrecognized compensation expense related to unvested restricted stock grants at December 31, 2014 amounts to $3,785,000 and is expected to be recognized over a weighted average period of 1.6 years. The following table provides information with respect to purchases by the Company of restricted stock during the Current Year and Prior Year. Date Total Number (a) Actual Number of Fair value of November 15, 2013 153,896 $ 3.86 $ 594,000 December 1, 2013 7,272 3.86 28,000 Total 2013 161,168 $ 3.86 $ 622,000 March 28, 2014 15,750 $ 4.00 $ 63,000 September 30, 2014 26,250 7.83 205,000 December 1, 2014 88,725 8.00 710,000 Total 2014 130,725 $ 7.49 $ 978,000 (a) All of the shares of restricted stock in the preceding table were originally granted to employees and directors as restricted stock pursuant to the Plan. The shares reflected above as repurchased shares were relinquished by employees and directors in exchange for the Company’s agreement to pay federal and state and local withholding obligations on behalf of such employees and directors upon the vesting of restricted stock. Shares Available Under the Company’s 2011 Equity Incentive Plan At December 31, 2014, there were 3,693,258 shares of Common Stock available for issuance under the Plan. Shares Reserved for Issuance At December 31, 2014, there were 6,317,377 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 | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
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, and convertible debt, using the if-converted method. Diluted EPS excludes all potentially dilutive shares of common stock if their effect is anti-dilutive. Three Months Ended 2015 2014 Basic 14,069,419 10,830,312 Effect of exercise of warrants Effect of exercise of stock options Diluted 14,069,419 10,830,312 Three Months Ended 2015 2014 Stock options and warrants 750,000 1,201,925 | 9. Earnings Per Share Year Ended 2014 2013 Basic 11,698,880 9,193,101 Effect of exercise of warrants 971,873 582,273 Effect of exercise of stock options 145,921 16,119 Diluted 12,816,674 9,791,493 Year Ended 2014 2013 Stock options and warrants 20,548 1,126,925 |
Commitments and Contingencies
Commitments and Contingencies | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies Disclosure [Text Block] | 10. Commitments and Contingencies Leases The Company leases office space under an operating lease agreement related to the Company’s main headquarters located in New York City, which lease expires in February 2022. Future minimum lease payments under the terms of the Company’s noncancelable operating lease agreements are as follows: Year Ending December 31, Lease 2015 $ 827,000 2016 809,000 2017 880,000 2018 906,000 2019 989,000 Thereafter 2,248,000 Total future noncancelable minimum lease payments $ 6,659,000 The lease for our corporate headquarters requires the Company to pay additional rents by way of increases in the base taxes and other costs on the property. Total rent expense was $753,000 and $708,000 for the years ended December 31, 2014 and 2013, respectively. In addition, the Company recorded $121,000 of sublease income during the year ended December 31, 2014. Employment Agreements The Company has contracts with certain executives and key employees. The future minimum payments under these contracts are: Year Ending December 31, Employment 2015 $ 4,210,000 2016 3,950,000 Thereafter 3,242,000 Total future minimum employment contract payments $ 11,402,000 In addition to the employment contract payments stated above, the Company’s employment contracts with certain executives and key employees contain performance based bonus provisions. These provisions include bonuses based on the Company achieving revenues in excess of established targets and/or on operating results. Certain of the employment agreements contain severance and/or change in control provisions. Aggregate potential severance compensation amounted to approximately $10.0 million at December 31, 2014. |
Income Tax
Income Tax | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
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 (47%) and (37%), respectively, resulting in an income tax benefit of $106,000 and $494,000, respectively. | 11. Income Taxes The Company accounts for income taxes in accordance with ASC Topic 740. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. In determining the need for a valuation allowance, management reviews both positive and negative evidence pursuant to the requirements of ASC Topic 740, including current and historical results of operations, future income projections and the overall prospects of the Company’s business. Year Ended 2014 2013 Current: Federal $ 1,108,000 $ (101,000 ) State and local 333,000 (33,000 ) Total current 1,441,000 (134,000 ) Deferred: Federal (1,343,000 ) (1,102,000 ) State and local (195,000 ) (86,000 ) Total deferred (1,538,000 ) (1,188,000 ) Total benefit $ (97,000 ) $ (1,322,000 ) Year Ended 2014 2013 U.S. statutory federal rate 34.00 % 34.00 % State and local rate, net of federal tax (81.71 ) (23.02 ) Gain on reduction of contingent obligation 385.97 (444.51 ) Excess compensation deduction (100.46 ) 39.98 Deferred tax adjustment 0.00 34.27 Foreign tax credits 99.26 0.00 Life insurance (101.67 ) 0.86 Other permanent differences (51.87 ) (2.78 ) Income tax benefit 183.52 % (361.20 )% December 31, 2014 2013 Deferred tax assets Property and equipment $ 204,000 $ 117,000 Stock-based compensation 4,625,000 2,738,000 Accrued compensation and other accrued expenses 548,000 280,000 Allowance for doubtful accounts 17,000 16,000 Royalty advances 68,000 156,000 Other 18,000 Total deferred tax assets $ 5,462,000 $ 3,325,000 Deferred tax liabilities Basis difference arising from discounted note payable (648,000 ) (339,000 ) Basis difference arising from intangible assets of acquisition (12,263,000 ) (11,974,000 ) Total deferred tax liabilities (12,911,000 ) (12,313,000 ) Net deferred tax liabilities $ (7,449,000 ) $ (8,988,000 ) December 31, 2014 2013 Net current deferred tax asset $ 633,000 $ 49,000 Net non-current deferred tax liabilities (8,082,000 ) (9,037,000 ) Net deferred tax liabilities $ (7,449,000 ) $ (8,988,000 ) The Company has available at December 31, 2014 and 2013, approximately $0 and $207,000, respectively, of unused U.S. Federal and state and local net operating loss carryforwards that may be applied against future taxable income. During the Current Year and Prior Year, the Company recorded a $0.6 million and $5.1 million gain on the reduction of contingent obligations related to the acquisition of IM Ready. This gain is not subject to U.S. Federal income tax (see Note 7). As of December 31, 2014 and 2013, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its consolidated financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its consolidated financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. |
Discontinued Operations
Discontinued Operations | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Disposal Groups, Including Discontinued Operations, Disclosure [Text Block] | 8. Discontinued Operations Discontinued operations represents the net sales and expenses related to the Company’s retail operations. The Company will continue to operate e-commerce, which was previously reported as a component of retail operations, as a component of its licensing business. Results of discontinued operations: March 31, 2015 2014 Net sales $ 106,000 $ 26,000 Cost of sales (120,000 ) (33,000 ) Operating expenses (175,000 ) (191,000 ) Depreciation and amortization (11,000 ) Loss from disposal of discontinued operations (164,000 ) Income tax benefit 140,000 78,000 Loss from discontinued operations, net $ (213,000 ) $ (131,000 ) Loss per share from discontinued operations, net: Basic and Diluted $ (0.01 ) $ (0.01 ) Weighted average shares outstanding: Basic and Diluted 14,069,419 10,830,312 Assets and liabilities of discontinued operations: March 31, December 31, Inventory $ 141,000 $ 214,000 Prepaid expenses and other current assets 58,000 63,000 Deferred tax asset 226,000 226,000 Total current assets $ 425,000 $ 503,000 Property and equipment, net $ $ 112,000 Other long-term assets 11,000 Total long-term assets $ $ 123,000 Accounts payable and accrued expenses $ 180,000 $ 157,000 Other current liabilities 81,000 61,000 Total liabilities $ 261,000 $ 218,000 | 12. Discontinued Operations Discontinued operations as of December 31, 2014 and 2013 represent the net sales and expenses related to the Company’s retail operations. The Company will continue to operate e-commerce, which was previously reported as a component of retail operations, as a component of our licensing business. Results of discontinued operations: December 31, 2014 2013 Net sales $ 560,000 $ 203,000 Cost of sales (470,000 ) (93,000 ) Operating expenses (1,046,000 ) (326,000 ) Depreciation and amortization (85,000 ) (20,000 ) Loss from disposal of discontinued operations (739,000 ) Income tax benefit 704,000 80,000 Loss from discontinued operations, net $ (1,076,000 ) $ (156,000 ) Loss per share from discontinued operations, net: Basic $ (0.09 ) $ (0.02 ) Diluted $ (0.08 ) $ (0.02 ) Weighted average shares outstanding: Basic 11,698,880 9,193,101 Diluted 12,816,674 9,791,493 Assets and liabilities of discontinued operations: December 31, 2014 2013 Inventory $ 214,000 $ 70,000 Prepaid expenses and other current assets 63,000 33,000 Deferred tax asset 226,000 70,000 Total current assets $ 503,000 $ 173,000 Property and equipment, net $ 112,000 $ 174,000 Other long-term assets 11,000 10,000 Total long-term assets $ 123,000 $ 184,000 Accounts payable and accrued expenses $ 157,000 $ 51,000 Other current liabilities 61,000 Total liabilities $ 218,000 $ 51,000 |
Related Party Transactions
Related Party Transactions | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Related Party Transactions [Abstract] | ||
Related Party Transactions Disclosure [Text Block] | 9. Related Party Transactions Todd Slater On September 29, 2011, the Company entered into an agreement, which was amended on October 4, 2011, with Todd Slater, who was appointed as a director of the Company commencing on October 17, 2011, for services related to the Company’s licensing strategy and introduction to potential licensees. During the term of the agreement or during the year following the expiration of the term of the agreement, if the Company enters into a license or distribution agreement with a licensee introduced by Mr. Slater, Mr. Slater was entitled to receive a commission equal to 15% of all net royalties received by the Company during the first term of such agreement, payable within thirty days of receipt of the net royalties. On July 10, 2012, the Company and Mr. Slater entered into an amendment (the “Amendment”) to the agreement. Pursuant to the Amendment, the Company paid to Mr. Slater $163,000 as payment in full for (i) the cancellation of all amounts which are or may otherwise become due or payable to Mr. Slater under the terms of the agreement for licensees already introduced to the Company by Mr. Slater and which Mr. Slater was entitled to 15% of the revenues from such licensees under the agreement, and (ii) the assignment to the Company of all such amounts payable directly to Mr. Slater pursuant to such license agreements. The Company has capitalized this payment and amortizes the expense in accordance with the revenue earned from the respective licensing agreements on which this payment was based. The Company incurred direct licensing costs with Mr. Slater from amortization of the one-time payment stated above for the Current Quarter and the Prior Year Quarter of $8,000 and $21,000, respectively. Licensing Agent Agreement On August 2, 2011, the Company entered into a licensing agent agreement with Adam Dweck (“AD”), son of Jack Dweck, a former director of the Company, pursuant to which he is entitled to a five percent commission on any royalties the Company receives under any new license agreements that he procures for the Company for the initial term of such license agreements. AD earned $7,000 and $6,000 in fees for the Current Quarter and Prior Year Quarter, respectively. | 13. Related Party Transactions Todd Slater On September 29, 2011, the Company entered into an agreement, which was amended on October 4, 2011, with Todd Slater, who was appointed as a director of the Company commencing on October 17, 2011, for services related to the Company’s licensing strategy and introduction to potential licensees. During the term of the agreement or during the year following the expiration of the term of the agreement, if the Company enters into a license or distribution agreement with a licensee introduced by Mr. Slater, Mr. Slater was entitled to receive a commission equal to 15% of all net royalties received by the Company during the first term of such agreement, payable within thirty days of receipt of the net royalties. On July 10, 2012, the Company and Mr. Slater entered into an amendment (the “Amendment”) to the agreement. Pursuant to the Amendment, the Company paid to Mr. Slater $163,000 as payment in full for (i) the cancellation of all amounts which are or may otherwise become due or payable to Mr. Slater under the terms of the agreement for licensees already introduced to the Company by Mr. Slater and which Mr. Slater was entitled to 15% of the revenues from such licensees under the agreement, and (ii) the assignment to the Company of all such amounts payable directly to Mr. Slater pursuant to such license agreements. The Company has capitalized this payment and amortizes the expense in accordance with the revenue earned from the respective licensing agreements on which this payment was based. The Company incurred direct licensing costs with Mr. Slater from amortization of the one-time payment stated above and fees paid for the Current Year and the Prior Year of $85,000 and $46,000, respectively. On June 5, 2013, the Company paid Threadstone Advisors, LLC (“Threadstone”) a fee of $280,000 for the placement of $4,000,000 of proceeds from the Offering (see Note 8). This placement fee was recorded as a reduction in paid-in capital and reflected in the stockholders’ equity section of the consolidated balance sheet. Mr. Slater is an officer and a 5% owner of Threadstone. On December 22, 2014, the Company entered into an agreement with Young America, pursuant to which the Company agreed to pay Young America a cash payment of 7% of the gross proceeds from a private offering of the Company’s equity securities, except with respect to $3,000,000 of common stock sold in the 2014 Private Offering. The Company paid Young America a placement fee of $474,600 in connection with the 2014 Private Offering. Todd Slater is a director of the Company and a registered representative and independent contractor to Young America, and he received $439,005 of the consideration paid to Young America. Licensing Agent Agreement On August 2, 2011, the Company entered into a licensing agent agreement with AD, pursuant to which he is entitled to a five percent commission on any royalties the Company receives under any new license agreements that he procures for the Company for the initial term of such license agreements. AD earned $25,000 and $13,000 in fees for the Current Year and Prior Year, respectively. The Company issued AD warrants to purchase 12,500 shares of Common Stock at an exercise price of $5.00 per share, subject to AD generating $0.5 million of accumulated royalties, and additional warrants to purchase 12,500 shares of Common Stock at an exercise price of $5.00 per share, subject to AD generating $1.0 million of accumulated royalties. Additionally, AD shall be entitled to receive warrants to purchase 25,000 shares of Common Stock priced at an exercise price per share equal to the fair market value at the time of issuance, subject to AD generating $2.0 million of accumulated royalties. These warrants all expire on August 2, 2016. AD reached the first milestone of $0.5 million sourced royalties, as well as the second milestone of $1.0 million of sourced royalties as of December 31, 2014. Accordingly, the Company issued warrants to AD to purchase 25,000 shares of Common Stock, of which 12,500 vested in 2013 and 12,500 vested in 2014. The fair value of these warrants was estimated at $2,500 on the grant date using the Black-Scholes option pricing model, of which half has been recorded as a royalty commission expense in the Current Year and half has been recorded as a royalty commission expense in the Prior Year. The expense was recorded as a reduction of net licensing revenues in the consolidated statements of operations. IM Ready-Made, LLC The Company and IM Ready had balances owed between the companies relating to the transition of the Isaac Mizrahi Business and certain payments assigned to IM Ready by QVC under the QVC Agreement. As of December 31, 2014 and 2013, the Company owed IM Ready $0 and $459,000, respectively. The Company did not earn any revenue or incur any expenses with IM Ready since the closing of the acquisition of the Mizrahi business. Mark DiSanto On June 5, 2013, Mark X. DiSanto Investment Trust (the “DiSanto Trust”) purchased 285,715 shares of the Company’s Common Stock and warrants to purchase an aggregate of 62,500 shares of the Company’s Common Stock for aggregate gross proceeds of $1 million in the Offering (see Note 8). Mark DiSanto, a director of the Company, is the trustee and has sole voting and dispositive power for the DiSanto Trust. |
Subsequent Events
Subsequent Events | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Subsequent Events [Abstract] | ||
Subsequent Events [Text Block] | 10. Subsequent Events On April 21, 2015, the Company satisfied $3 million principal amount of the Ripka Seller Notes by issuing 333,334 shares of the Company’s common stock. The original maturity date of the Ripka Seller Notes was March 31, 2019. The carrying value, net of the discount at the time of the redemption of the $3 million Ripka Seller Notes was $2.24 million and as a result, the Company will record a loss on the early extinguishment of debt of $0.76 million in the three and six months ending June 30, 2015. On May 14, 2015, the Company entered into a consulting agreement with Jones Texas, Inc., (“JT Inc.”) whose controlling shareholder is Edward Jones, a Director of the Company. The agreement expires on July 31, 2015 and provides for fees payable to JT Inc. up to $25,000. | 14. Subsequent Events Amendment of Term Debt Agreements On February 19, 2015, the Company amended its IM and JR Term Loans. The amendment to the IM and JR Term Loans amends the definition of Cash Flow Recapture (as defined in the IM and JR Term Loans) to reflect that such calculation applies to any fiscal year commencing with the fiscal year ending December 31, 2015. Amendment of Ripka Seller Notes On February 20, 2015, the Company agreed to cancel Ripka Seller Notes in the principal amount of $3.0 million and execute in its place: (i) a $2.4 million principal amount promissory note issued in the name of Ms. Ripka (the “$2,400,000 Seller Note”) and (ii) a $600,000 principal amount promissory note issued in the name of Ms. Ripka (the “$600,000 Seller Note”), each pursuant to substantially the same terms as the Ripka Seller Notes; provided, however, that the Company and Ms. Ripka have agreed that, upon Ms. Ripka’s assignment of the $600,000 Seller Note to a permitted assignee, the principal payments under the $600,000 Seller Note shall accelerate to be payable in eight equal quarterly installments of $75,000 with the first payment due on March 31, 2015 and with the final principal payment payable on December 31, 2016. The $2,400,000 Seller Note was assigned by Ms. Ripka to Judith Ripka Creations, Inc. and then assigned by Judith Ripka Creations, Inc. to Thai Jewelry Manufacturer Co. LTD. (“Thai Jewelry”). Simultaneously with the assigned $2,400,000 Seller Note, Thai Jewelry entered into a release of the Company and its affiliates from any and all claims which exist or may have existed between Thai Jewelry, as well as, Judith Ripka, Judith Ripka Creations, Inc. or any of their affiliates or successors. Satisfaction $2,400,000 Seller Note On February 20, 2015, the Company entered into a release letter (the “Release Letter”) with Thai Jewelry, pursuant to which the Company agreed to issue to Thai Jewelry an aggregate of 266,667 shares of the Common Stock of the Company in exchange for the cancellation of the $2,400,000 Seller Note. On March 25, 2015 the Company issued the shares of Common Stock pursuant to the Release Letter. |
Summary of Significant Accoun22
Summary of Significant Accounting Policies (Policies) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Consolidation, Policy [Policy Text Block] | The consolidated financial statements include the accounts of Xcel and its wholly-owned subsidiaries as of and for the years ended December 31, 2014 (the “Current Year”) and December 31, 2013 (the “Prior Year”). The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the accounting rules under Regulation S-X, as promulgated by the Securities and Exchange Commission (the “SEC”). All significant intercompany accounts and transactions have been eliminated in consolidation. |
Use of Estimates, Policy [Policy Text Block] | Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. |
Discontinued Operations, Policy [Policy Text Block] | Discontinued Operations The Company accounted for its decision to close down its retail operations as discontinued operations in accordance with the guidance provided in the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 360, “Accounting for Impairment or Disposal of Long-Lived Assets,” and Accounting Standard Update (“ASU”) 2014-08, “Reporting of Discontinued Operations and Disclosures of Disposals of Components of an Entity,” which requires that only a disposal of a component of an entity, or a group of components of an entity, that represents a strategic shift that has, or will have, a major effect on the reporting entity’s operations and financial results should be reported in the financial statements as discontinued operations. In the period a discontinued operation is classified as held for sale, the results of operations for the periods presented are reclassified into separate line items in the statements of operations. Assets and liabilities are also reclassified into separate line items on the related balance sheets for the periods presented. The statements of cash flows for the periods presented are also reclassified to reflect the results of discontinued operations as separate line items. |
Cash and Cash Equivalents, Policy [Policy Text Block] | Cash and Cash Equivalents The Company considers all highly-liquid investments with original maturities of three months or less to be cash equivalents. |
Receivables, Policy [Policy Text Block] | Accounts Receivable Accounts receivable are reported net of the allowance for doubtful accounts. Allowance for doubtful accounts is based on the Company’s ongoing discussions with its licensees and its evaluation of each licensee’s payment history and account aging. As of December 31, 2014 and 2013, the Company had $3,641,000 and $3,541,000 of accounts receivable, net of the allowance for doubtful accounts of $41,000 and $39,000, respectively. The accounts receivable balance includes $110,000 and $174,000 of earned revenue that has been accrued but not billed as of December 31, 2014 and 2013, respectively. |
Property, Plant and Equipment, Policy [Policy Text Block] | Property and Equipment Furniture, equipment and software are stated at cost less accumulated depreciation and amortization, and are depreciated using the straight-line method over their estimated useful lives, generally three (3) to seven (7) years. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases. Betterments and improvements are capitalized, while repairs and maintenance are expensed as incurred. |
Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block] | Trademarks, Goodwill and Other Intangible Assets The Company follows FASB ASC Topic 350, “Intangibles Goodwill and Other.” Under this standard, goodwill and indefinite lived assets are not amortized. The Company’s definite lived intangible assets are amortized over their estimated useful lives of four (4) to ten (10) years. The Company will first perform a qualitative impairment analysis. Should the results of this assessment result in either an ambiguous or unfavorable conclusion the Company will perform additional quantitative testing consistent with the fair value approach mentioned above. On an annual basis and as needed, the Company tests goodwill and indefinite life trademarks for impairment through the use of discounted cash flow models. This requires the Company’s management to make certain assumptions and estimates regarding certain industry trends and future revenues of the Company. The Company completed its annual quantitative assessment analysis of its indefinite-lived trademarks and other intangibles and goodwill at December 31, 2014 and determined that no further analysis or impairment charges were required. |
Deferred Finance Costs [Policy Text Block] | Deferred Finance Costs The Company incurred costs (primarily professional fees lender underwriting fees) in connection with borrowings under the senior secured term loans. These costs have been deferred and are amortized as interest expense using the straight-line method over the term of the related debt, which does not differ materially from the effective interest method. |
Contingent Obligation, Policy [Policy Text Block] | Contingent Obligations Management analyzes and quantifies the expected contingent obligations (expected earn-out payments) over the applicable pay-out period. Management assesses no less frequently than each reporting period the status of contingent obligations and any expected changes in the fair market value of such contingent obligations. Any change in the expected obligation will result in expense or income recognized in the period in which it is determined that the fair value has changed. Contingent obligations have been reduced by $0.6 million and $5.1 million during the Current Year and Prior Year, respectively, and have been recorded as gains on the reduction of contingent obligations and included in operating income in the Company’s consolidated statements of operations (see Note 7). In accordance with ASC Subtopic 805-50-30, “Business Combinations,” the Company is required to recognize the contingent obligation incurred in connection with the acquisition of the Ripka Brand asset purchase, equal to the positive difference between the fair value of the assets acquired and the consideration paid for the acquired assets. |
Revenue Recognition, Policy [Policy Text Block] | Revenue Recognition Licensing revenue is generated from licenses and is based on reported sales of licensed products bearing the Company’s trademarks, at royalty rates specified in the license agreements. These agreements are also subject to contractual minimum levels. Design and service fees are recorded and recognized in accordance with the terms and conditions of each service contract, which require the Company to meet its obligations and provide the relevant services under each contract. Guaranteed minimum royalty payments are recognized on a straight-line basis over the term of each contract year as defined in each license agreement. Royalties exceeding the guaranteed minimum royalty payments are recognized as income during the period corresponding with the licensee’s sales. Advanced royalty payments are recorded as deferred revenue at the time payment is received and recognized as revenue as earned. Revenue is not recognized unless collectability is reasonably assured. |
Advertising Costs, Policy [Policy Text Block] | Advertising Costs All costs associated with production for the Company’s advertising campaigns are expensed during the periods when the activities take place. All other advertising costs, such as print and online media, are expensed when the advertisement occurs. The Company incurred no advertising costs for the Current Year and Prior Year. |
Lease, Policy [Policy Text Block] | Operating Leases Total rental payments under operating leases that include scheduled payment increases and rent holidays are amortized on a straight-line basis over the term of the lease. Landlord allowances are amortized by the straight-line method over the term of the lease as a reduction of rent expense. |
Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block] | Stock-Based Compensation 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 in the consolidated statements of operations. The fair value of stock option awards are estimated using the Black-Scholes option pricing model for option valuation and restricted stock awards are valued at the fair value of the Common Stock at the time of grant. The Black-Scholes option pricing model requires the input of highly subjective assumptions and elections including expected stock price volatility and the estimated life of each award. Compensation cost for restricted stock is measured using the fair value of the Company’s Common Stock at the date the Common Stock is granted. The fair value of stock-based awards is amortized over the service period of the awards. Stock-based compensation that relates to contract performance is amortized over the term of the corresponding contract. For stock-based awards that vest based on performance conditions (e.g., achievement of certain milestones), expense is recognized when it is probable that the condition will be met. In addition, the calculation of compensation costs requires that the Company estimate the number of awards that will be forfeited during the vesting period. |
Income Tax, Policy [Policy Text Block] | Income Taxes Current income taxes are based on the respective period’s taxable income for federal and state income tax reporting purposes. Deferred tax liabilities and assets are determined based on the difference between the financial statement and income tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. A valuation allowance is required if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company applies the FASB guidance on accounting for uncertainty in income taxes. The guidance clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements in accordance with other authoritative U.S. GAAP and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. The guidance also addresses derecognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. The Company has no unrecognized tax benefits as of December 31, 2014 and 2013. Interest and penalties related to uncertain tax positions, if any, are recorded in income tax expense. Tax years that remain open for assessment for federal and state tax purposes include the years ended December 31, 2011 through 2014. |
Fair Value of Financial Instruments, Policy [Policy Text Block] | Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, accounts payable and accrued expenses and other current liabilities, the carrying amounts approximate fair value due to the short-term maturities of these instruments. The carrying value of the Company’s IM Term Loan (as defined in Note 7) approximates fair value because the fixed interest rate approximates current market rate and in the instances it does not, the impact on the time value is not material. When debt interest rates are below market rates, the Company considers the discounted value of the difference of actual interest rates and its internal borrowing against the scheduled debt payments. The carrying value of the Company’s JR Term Loan and H Term Loan (as defined in Note 7) approximates fair value because the variable interest rates approximate current market rates. |
Fair Value Measurement, Policy [Policy Text Block] | Fair Value ASC 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), defines fair value, establishes a framework for measuring fair value under U.S. GAAP and provides for expanded disclosure about fair value measurements. ASC 820-10 applies to all other accounting pronouncements that require or permit fair value measurements. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of the Company’s assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The Company has contingent obligations that are required to be measured at fair value on a recurring basis. The Company’s contingent obligations were measured using inputs from Level 3 of the fair value hierarchy, which states: Level 3 unobservable inputs that reflect management’s assumptions that market participants would use in pricing assets or liabilities based on the best information available. The Company’s earn-out obligation (see Note 7) is based upon certain projected net royalty revenues as defined in the terms and conditions of the acquisition of the Isaac Mizrahi Brand. December 31, 2014 2013 Balance at beginning of year $ 6,366,000 $ 11,466,000 Gain on reduction of contingent obligation (600,000 ) (5,100,000 ) Balance at end of year $ 5,766,000 $ 6,366,000 The Company has determined the estimated fair value amounts using available market information and appropriate methodologies. However, considerable judgment is required in interpreting market data to develop the estimates of fair value. The estimates presented are not necessarily indicative of the amounts that the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. The Company has based these fair value estimates on pertinent information available as of the respective balance sheet dates and has determined that, as of such dates, the carrying value of all financial instruments approximates fair value. In addition to the Company’s contingent obligations measured at fair value on a recurring basis under ASC 820-10, the Company also recognized a contingent obligation in connection with an asset purchase. ASC 805-50-30 requires when contingent obligations exist, recording a contingent obligation equal to the positive difference between the fair value of the assets acquired and the consideration paid for the acquired assets. |
Concentration Risk, Credit Risk, Policy [Policy Text Block] | Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company limits its credit risk with respect to cash by maintaining cash balances with high quality financial institutions. At times, the Company’s cash and cash equivalents may exceed federally insured limits. Concentrations of credit risk with respect to accounts receivable are minimal due to the collection history and due to the nature of the Company’s royalty revenues. Generally, the Company does not require collateral or other security to support accounts receivables. |
Earnings Per Share, Policy [Policy Text Block] | Earnings Per Share Basic earnings (loss) per share is computed by dividing net income from continuing operations, loss on discontinued operations and net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period, excluding the effects of any potentially dilutive securities. Diluted earnings (loss) per share reflect, in periods in which they have a dilutive effect, the effect of common shares issuable upon the exercise of stock options and warrants using the treasury stock method. The difference between basic and diluted weighted-average common shares results from the assumption that all dilutive stock options, warrants and restricted stock outstanding were exercised into Common Stock if the effect is not anti-dilutive. |
New Accounting Pronouncements, Policy [Policy Text Block] | Recent Accounting Pronouncements In May 2014, the FASB issued Accounting Standards Update (“ASU”) No. 2014-09, “Revenue from Contracts with Customers” (“ASU 2014-09”). ASU 2014-09 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 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, companies will need to use more judgment and make more estimates than under the current guidance. These may include identifying performance obligations in the contract, estimating the amount of variable consideration to include in the transaction price and allocating the transaction price to each separate performance obligation. ASU 2014-09 is effective for fiscal years beginning after December 15, 2016 and interim periods therein, using either of the following transition methods: (i) a full retrospective approach reflecting the application of the standard in each prior reporting period with the option to elect certain practical expedients, or (ii) a retrospective approach with the cumulative effect of initially adopting ASU 2014-09 recognized at the date of adoption (which includes additional footnote disclosures). Early adoption is not permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-09 will have on the Company’s consolidated financial statements and disclosures. In June 2014, the FASB issued ASU No. 2014-12, “Compensation Stock Compensation (Topic 718): Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could be Achieved after the Requisite Service Period” (“ASU 2014-12”). ASU 2014-12 affects entities that grant their employees share-based payments in which the terms of the award provide that a performance target that affects vesting could be achieved after the requisite service period. The amendments in ASU 2014-12 require that a performance target that affects vesting and that could be achieved after the requisite service period be treated as a performance condition. ASU 2014-12 is effective for fiscal years beginning after December 15, 2015. Early adoption is permitted. The Company is currently evaluating the method and impact the adoption of ASU 2014-12 will have on the Company’s consolidated financial statements and disclosures. In August 2014, the FASB issued ASU 2014-15, “Disclosure of Uncertainties about an Entity’s Ability to Continue as a Going Concern” (“ASU 2014-15”). ASU 2014-15 provides guidance on management’s responsibility in evaluating whether there is substantial doubt about a company’s ability to continue as a going concern and about related footnote disclosures. For each reporting period, management will be required to evaluate whether there are conditions or events that raise substantial doubt about a company’s ability to continue as a going concern within one year from the date the financial statements are issued. The amendments in ASU 2014-15 are effective for annual reporting periods ending after December 15, 2016, and for annual and interim periods thereafter. Early adoption is permitted. The Company will adopt the methodologies prescribed by ASU 2014-15 by the date required, and does not anticipate that the adoption of ASU 2014-15 will have a material effect on its consolidated financial position or results of operations. |
Summary of Significant Accoun23
Summary of Significant Accounting Policies (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Accounting Policies [Abstract] | |
Fair Value Measurements, Recurring and Nonrecurring [Table Text Block] | December 31, 2014 2013 Balance at beginning of year $ 6,366,000 $ 11,466,000 Gain on reduction of contingent obligation (600,000 ) (5,100,000 ) Balance at end of year $ 5,766,000 $ 6,366,000 |
Acquisition of H Halston Trad24
Acquisition of H Halston Trademarks (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Acquisition of H Halston Trademarks [Member] | |
Assets Acquisition [Line Items] | |
Schedule Of Asset Acquisition [Table Text Block] | The H Halston Brands acquisition was accounted for as an asset purchase. Allocated to: Trademarks $ 27,562,000 Non-compete agreement 562,000 Total acquisition price $ 28,124,000 The following represents the aggregate purchase price of $28.1 million, including legal and other fees of $0.49 million: Cash paid $ 18,023,000 Fair value of Common Stock issued (1,000,000 shares) 9,000,000 Fair value of warrants to purchase 750,000 shares of Common Stock (see Note 8) 611,000 Direct transaction expenses 490,000 Total consideration $ 28,124,000 |
Acquisition of Judith Ripka T25
Acquisition of Judith Ripka Trademarks (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Judith Ripka Trademarks [Member] | |
Assets Acquisition [Line Items] | |
Schedule Of Asset Acquisition [Table Text Block] | The aggregate purchase price was allocated to the following assets based on the fair market value of the assets on the date of acquisition: Allocated to: Trademarks $ 24,600,000 Copyrights and other intellectual property 190,000 Total acquisition price $ 24,790,000 The following represents the aggregate purchase price of $24.8 million, including legal and other fees of $0.39 million: Cash paid $ 11,975,000 Installment payment due February 23, 2015 1,000,000 Installment payment due April 1, 2015 1,190,000 Ripka Seller Notes (at fair value, see Note 7) 4,165,000 Fair value of Common Stock issued (571,429 shares) 2,286,000 Ripka Earn-Out obligation (at fair value, see Note 7) 3,784,000 Direct transaction expenses 390,000 Total consideration $ 24,790,000 |
Trademarks, Goodwill and Othe26
Trademarks, Goodwill and Other Intangibles (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
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, December 31, Trademarks $ 96,676,000 $ 96,662,000 Licensing agreements 2,000,000 2,000,000 Non-compete agreement 562,000 562,000 Copyrights and other intellectual property 190,000 190,000 Accumulated amortization (1,892,000 ) (1,735,000 ) Net carrying amount $ 97,536,000 $ 97,679,000 | Trademarks, and other intangibles, net consist of the following: December 31, 2014 2013 Trademarks $ 96,662,000 $ 44,500,000 Licensing agreements 2,000,000 2,000,000 Non-compete agreement 562,000 Copyrights and other intellectual property 190,000 Accumulated amortization, licensing and non-compete agreements (1,735,000 ) (1,192,000 ) Net carrying amount $ 97,679,000 $ 45,308,000 |
Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block] | The following table presents amortization expense over the remaining useful lives of the definite lived intangible assets: Year Ending December 31, Amortization 2015 $ 378,000 2016 99,000 2017 99,000 2018 99,000 2019 99,000 Thereafter 243,000 Total $ 1,017,000 |
Debt (Tables)
Debt (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Schedule of Debt [Table Text Block] | March 31, December 31, IM Term Loan $ 12,500,000 $ 12,750,000 JR Term Loan 9,000,000 9,000,000 H Term Loan 10,000,000 10,000,000 IM Seller Note 4,692,000 5,366,000 Ripka Seller Notes (*) 2,683,000 4,398,000 Contingent obligation IM Seller (*) 5,766,000 5,766,000 Contingent obligation JR Seller 3,784,000 3,784,000 Total 48,425,000 51,064,000 Current portion (*) 12,381,000 11,416,000 Total long-term debt $ 36,044,000 $ 39,648,000 (*) $5.77 million of the current portion of long-term debt consists of contingent obligation related to IM Brands, described below, which is payable in common stock or cash, at the Company’s option. The current portion of long-term debt also includes the $2.24 million fair value of the Ripka Seller Notes, which was redeemed on April 21, 2015 for shares of our common stock (See Note 10, Subsequent Events). | The Company’s net carrying amount of debt is comprised of the following: December 31, 2014 2013 IM Term Loan $ 12,750,000 $ 13,000,000 JR Term Loan 9,000,000 H Term Loan 10,000,000 IM Seller Note 5,366,000 5,045,000 Ripka Seller Notes 4,398,000 Contingent obligation IM Seller (*) 5,766,000 6,681,000 Contingent obligation JR Seller 3,784,000 Total 51,064,000 24,726,000 Current portion (*) 11,416,000 565,000 Total long-term debt $ 39,648,000 $ 24,161,000 (*) $5.766 million of the current portion of long-term debt is the contingent obligation IM Seller, that is payable in common stock or cash, at the Company’s option. |
Debt Instrument Principal Payments [Table Text Block] | The remaining scheduled principal payments (including amortization of imputed interest) are as follows: Payment Date Payment January 31, 2016 (i) $ 750,000 September 30, 2016 (ii) $ 4,377,432 (i) Payable in cash subject to BHI approving the cash payment. If BHI does not approve the cash payment, the amount shall be payable in shares of Common Stock subject to the provisions described above. (ii) Payable in stock or cash at the Company’s sole discretion. Amounts paid in cash require BHI’s approval. Amounts payable in shares of Common Stock are subject to the provisions described above. | Scheduled principal payments (including amortization of imputed interest) are as follows: Payment Date Payment Amounts Amount (i) Amount (ii) January 31, 2015 (iii) $ 750,000 $ 750,000 $ $ January 31, 2016 $ 750,000 $ $ 750,000 $ September 30, 2016 $ 4,377,432 $ $ $ 4,377,432 (i) Amounts payable in cash with restrictions are subject to BHI approving the cash payment. If BHI does not approve the cash payment, the amount shall be payable in shares of Common Stock subject to the provisions described above. (ii) This includes the last payment on the Amended Maturity Date and may include amounts payable in cash with restrictions whereby BHI provides approval and the amount would be paid with the Company’s Common Stock. Amounts payable with the Company’s Common Stock shall be subject to the provisions described above. (iii) Paid prior to January 31, 2015. |
Schedule Of Royalty Targets and Percentage Of Potential Earn Out Value [Table Text Block] | The royalty targets and percentage of the potential earn-out value are as follows: Royalty Target Period Royalty Earn-Out Royalty Target Period (October 1, 2014 to September 30, 2015) $ 24,000,000 $ 7,500,000 IM Ready will receive a percentage of the IM Earn-Out Value based upon the percentage of the actual net royalty income of the Isaac Mizrahi Business to the royalty target as set forth below. Applicable Percentage % of Less than 76% 0 % 76% up to 80% 40 % 80% up to 90% 70 % 90% up to 95% 80 % 95% up to 100% 90 % 100% or greater 100 % | The royalty targets and percentage of the potential earn-out value are as follows: Royalty Target Period Royalty Earn-Out Royalty Target Period (October 1, 2014 to September 30, 2015) $ 24,000,000 $ 7,500,000 IM Ready will receive a percentage of the “IM Earn-Out Value based upon the percentage of the actual net royalty income of the Isaac Mizrahi Business to the royalty target as set forth below: Applicable Percentage % of Less than 76% 0 % 76% up to 80% 40 % 80% up to 90% 70 % 90% up to 95% 80 % 95% up to 100% 90 % 100% or greater 100 % |
IM Term Loan [Member] | ||
Schedule of Maturities of Long-term Debt [Table Text Block] | Scheduled principal payments are as follows: Year Ending December 31, Amount of 2015 (April 1 through December 31) $ 1,125,000 2016 2,625,000 2017 3,125,000 2018 5,625,000 Total $ 12,500,000 | Scheduled principal payments are as follows: Year Ending December 31, Amount of 2015 $ 1,375,000 2016 2,625,000 2017 3,125,000 2018 5,625,000 Total $ 12,750,000 |
JR Term Loan [Member] | ||
Schedule of Maturities of Long-term Debt [Table Text Block] | Scheduled principal payments, which begin April 1, 2015, are as follows: Year Ending December 31, Amount of 2015 (April 1 through December 31) $ 1,125,000 2016 2,250,000 2017 2,875,000 2018 2,250,000 2019 500,000 Total $ 9,000,000 | Scheduled principal payments, which begin April 1, 2015, are as follows: Year Ending December 31, Amount of 2015 $ 1,125,000 2016 2,250,000 2017 2,875,000 2018 2,250,000 2019 500,000 Total $ 9,000,000 |
H Term Loan [Member] | ||
Schedule of Maturities of Long-term Debt [Table Text Block] | Scheduled principal payments of the H Loan are as follows: Year Ending December 31, Amount of 2016 $ 1,500,000 2017 2,500,000 2018 3,000,000 2019 3,000,000 Total $ 10,000,000 | Scheduled principal payments of the H Loan are as follows: Year Ending December 31, Amount of 2015 $ 2016 1,500,000 2017 2,500,000 2018 3,000,000 2019 3,000,000 Total $ 10,000,000 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
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 stock options for the Current Quarter is as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2015 404,000 $ 6.67 2.89 $ 1,472,000 Granted Canceled Exercised Expired/Forfeited (1,250 ) (4.00 ) Outstanding and expected to vest at March 31, 2015 402,750 $ 5.36 2.64 $ 1,465,000 Exercisable at March 31, 2015 307,750 $ 4.69 2.10 $ 1,327,000 | A summary of the Company’s stock options for the year ended December 31, 2014 is as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2014 343,125 $ 4.55 3.60 $ Granted 145,000 6.67 Canceled Exercised (19,000 ) 3.58 Expired/Forfeited (65,125 ) 4.55 Outstanding and expected to vest at December 31, 2014 404,000 $ 6.67 2.89 $ 1,472,000 Exercisable at December 31, 2014 309,000 $ 4.70 2.36 $ 1,334,000 |
Schedule of Share-based Compensation, Stock Warrant Activity [Table Text Block] | A summary of the Company’s warrants for the Current Quarter is as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2015 2,219,543 $ 6.07 4.23 $ 6,497,413 Granted Canceled Exercised Expired/Forfeited Outstanding at March 31, 2015 2,219,543 $ 6.07 3.98 $ 6,497,413 Exercisable at March 31, 2015 2,219,543 $ 6.07 3.98 $ 6,497,413 | A summary of the Company’s warrants for the year ended December 31, 2014 is as follows: Number of Weighted Weighted Aggregate Outstanding at January 1, 2014 1,469,543 $ 3.05 $ Granted 750,000 4.05 Canceled Exercised Expired/Forfeited Outstanding at December 31, 2014 2,219,543 $ 6.07 4.23 $ 6,497,413 Exercisable at December 31, 2014 2,219,543 $ 6.07 4.23 $ 6,497,413 |
Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block] | A summary of the Company’s restricted stock for the Current Quarter is as follows: Number of Weighted Outstanding at January 1, 2015 3,208,410 $ 4.46 Granted 43,167 9.00 Canceled Vested (45,667 ) 6.94 Expired/Forfeited (5,375 ) 6.23 Outstanding at March 31, 2015 3,200,535 $ 4.48 | A summary of the Company’s restricted stock for the year ended December 31, 2014 is as follows: Number of Weighted Outstanding at January 1, 2014 2,026,554 $ 3.59 Granted 1,472,475 5.43 Canceled Vested (286,494 ) 3.33 Expired/Forfeited (4,125 ) 4.30 Outstanding and expected to vest at December 31, 2014 3,208,410 $ 4.46 |
Schedule of Common Stock Repurchased [Table Text Block] | The following table provides information with respect to purchases by the Company of restricted stock during the Current Year and Prior Year. Date Total Number (a) Actual Number of Fair value of November 15, 2013 153,896 $ 3.86 $ 594,000 December 1, 2013 7,272 3.86 28,000 Total 2013 161,168 $ 3.86 $ 622,000 March 28, 2014 15,750 $ 4.00 $ 63,000 September 30, 2014 26,250 7.83 205,000 December 1, 2014 88,725 8.00 710,000 Total 2014 130,725 $ 7.49 $ 978,000 (a) All of the shares of restricted stock in the preceding table were originally granted to employees and directors as restricted stock pursuant to the Plan. The shares reflected above as repurchased shares were relinquished by employees and directors in exchange for the Company’s agreement to pay federal and state and local withholding obligations on behalf of such employees and directors upon the vesting of restricted stock. | |
Warrant [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation, Performance Shares Award Unvested Activity [Table Text Block] | A summary of the changes in the Company’s unvested warrants for the year ended December 31, 2014 is as follows: Number of Weighted Unvested balance at January 1, 2014 12,500 $ 0.10 Granted 750,000 0.82 Vested (762,500 ) (0.80 ) Forfeited or Canceled Unvested balance at December 31, 2014 $ | |
Warrant [Member] | H Halston Brands [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, Weighted Average Grant Date Fair Value [Table Text Block] | The warrants had a fair value of $611,000 using the Black-Scholes option pricing model with the following assumptions: Expected Volatility 29 % Expected Dividend Yield 0 % Expected Life (Term) 2.5 years Risk-Free Interest Rate 0.70 % | |
Employee Stock Option [Member] | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Share-based Compensation, Performance Shares Award Unvested Activity [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, 2015 95,000 $ 1.43 Granted Vested Forfeited or Canceled Balance at March 31, 2015 95,000 $ 1.43 | The following table summarizes the Company’s stock option activity for non-vested options for the year ended December 31, 2014: Number of Weighted Balance at January 1, 2014 38,625 $ 0.99 Granted 145,000 1.05 Vested (24,500 ) (0.99 ) Forfeited or Canceled (64,125 ) (0.47 ) Balance at December 31, 2014 95,000 $ 1.43 |
Two Thousand Thirteen Private Offering of Equity Securities [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, Weighted Average Grant Date Fair Value [Table Text Block] | The fair value for the warrants was estimated to be $.12 for each warrant to purchase one share of Common Stock using the Black-Scholes option pricing model with the following assumptions: Expected Volatility 22.5 % Expected Dividend Yield 0 % Expected Life Term 2.5 Risk-Free Interest Rate 0.39 % | |
Two Thousand Eleven Equity Incentive Plan [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, Weighted Average Grant Date Fair Value [Table Text Block] | The fair value for the options was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions: Year Ended 2014 2013 Expected Volatility 24 29% 21 22% Expected Dividend Yield 0% 0% Expected Life (Term) 2.5 years 1 3 years Risk-Free Interest Rate 0.58 0.70% 0.21 0.39% |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Earnings Per Share [Abstract] | ||
Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] | Shares used in calculating basic and diluted loss per share are as follows: Three Months Ended 2015 2014 Basic 14,069,419 10,830,312 Effect of exercise of warrants Effect of exercise of stock options Diluted 14,069,419 10,830,312 | Shares used in calculating basic and diluted net income (loss) per share are as follows: Year Ended 2014 2013 Basic 11,698,880 9,193,101 Effect of exercise of warrants 971,873 582,273 Effect of exercise of stock options 145,921 16,119 Diluted 12,816,674 9,791,493 |
Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block] | The computation of basic and diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: Three Months Ended 2015 2014 Stock options and warrants 750,000 1,201,925 | The computation of basic and diluted EPS excludes the Common Stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: Year Ended 2014 2013 Stock options and warrants 20,548 1,126,925 |
Commitments and Contingencies (
Commitments and Contingencies (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Commitments and Contingencies Disclosure [Abstract] | |
Schedule Of Future Minimum Lease Payments For Non Capital Leases [Table Text Block] | The Company leases office space under an operating lease agreement related to the Company’s main headquarters located in New York City, which lease expires in February 2022. Future minimum lease payments under the terms of the Company’s noncancelable operating lease agreements are as follows: Year Ending December 31, Lease 2015 $ 827,000 2016 809,000 2017 880,000 2018 906,000 2019 989,000 Thereafter 2,248,000 Total future noncancelable minimum lease payments $ 6,659,000 |
Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block] | The Company has contracts with certain executives and key employees. The future minimum payments under these contracts are: Year Ending December 31, Employment 2015 $ 4,210,000 2016 3,950,000 Thereafter 3,242,000 Total future minimum employment contract payments $ 11,402,000 |
Income Tax (Tables)
Income Tax (Tables) | 12 Months Ended |
Dec. 31, 2014 | |
Income Tax Disclosure [Abstract] | |
Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] | The income tax provision (benefit) for Federal and state and local income taxes in the consolidated statements of operations consists of the following: Year Ended 2014 2013 Current: Federal $ 1,108,000 $ (101,000 ) State and local 333,000 (33,000 ) Total current 1,441,000 (134,000 ) Deferred: Federal (1,343,000 ) (1,102,000 ) State and local (195,000 ) (86,000 ) Total deferred (1,538,000 ) (1,188,000 ) Total benefit $ (97,000 ) $ (1,322,000 ) |
Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block] | The reconciliation of income tax computed at the Federal and state statutory rates to the Company’s income before taxes are as follows: Year Ended 2014 2013 U.S. statutory federal rate 34.00 % 34.00 % State and local rate, net of federal tax (81.71 ) (23.02 ) Gain on reduction of contingent obligation 385.97 (444.51 ) Excess compensation deduction (100.46 ) 39.98 Deferred tax adjustment 0.00 34.27 Foreign tax credits 99.26 0.00 Life insurance (101.67 ) 0.86 Other permanent differences (51.87 ) (2.78 ) Income tax benefit 183.52 % (361.20 )% |
Schedule of Deferred Tax Assets and Liabilities [Table Text Block] | The significant components of net deferred tax liabilities of the Company consist of the following: December 31, 2014 2013 Deferred tax assets Property and equipment $ 204,000 $ 117,000 Stock-based compensation 4,625,000 2,738,000 Accrued compensation and other accrued expenses 548,000 280,000 Allowance for doubtful accounts 17,000 16,000 Royalty advances 68,000 156,000 Other 18,000 Total deferred tax assets $ 5,462,000 $ 3,325,000 Deferred tax liabilities Basis difference arising from discounted note payable (648,000 ) (339,000 ) Basis difference arising from intangible assets of acquisition (12,263,000 ) (11,974,000 ) Total deferred tax liabilities (12,911,000 ) (12,313,000 ) Net deferred tax liabilities $ (7,449,000 ) $ (8,988,000 ) December 31, 2014 2013 Net current deferred tax asset $ 633,000 $ 49,000 Net non-current deferred tax liabilities (8,082,000 ) (9,037,000 ) Net deferred tax liabilities $ (7,449,000 ) $ (8,988,000 ) |
Discontinued Operations (Tables
Discontinued Operations (Tables) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Discontinued Operations and Disposal Groups [Abstract] | ||
Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block] | A summary of the Company’s results of discontinued operations of its retail business for the Current Quarter and Prior Year Quarter and the Company’s assets and liabilities from discontinued operations of its retail business as of March 31, 2015 and December 31, 2014 are as follows: Results of discontinued operations: March 31, 2015 2014 Net sales $ 106,000 $ 26,000 Cost of sales (120,000 ) (33,000 ) Operating expenses (175,000 ) (191,000 ) Depreciation and amortization (11,000 ) Loss from disposal of discontinued operations (164,000 ) Income tax benefit 140,000 78,000 Loss from discontinued operations, net $ (213,000 ) $ (131,000 ) Loss per share from discontinued operations, net: Basic and Diluted $ (0.01 ) $ (0.01 ) Weighted average shares outstanding: Basic and Diluted 14,069,419 10,830,312 Assets and liabilities of discontinued operations: March 31, December 31, Inventory $ 141,000 $ 214,000 Prepaid expenses and other current assets 58,000 63,000 Deferred tax asset 226,000 226,000 Total current assets $ 425,000 $ 503,000 Property and equipment, net $ $ 112,000 Other long-term assets 11,000 Total long-term assets $ $ 123,000 Accounts payable and accrued expenses $ 180,000 $ 157,000 Other current liabilities 81,000 61,000 Total liabilities $ 261,000 $ 218,000 | Results of discontinued operations: December 31, 2014 2013 Net sales $ 560,000 $ 203,000 Cost of sales (470,000 ) (93,000 ) Operating expenses (1,046,000 ) (326,000 ) Depreciation and amortization (85,000 ) (20,000 ) Loss from disposal of discontinued operations (739,000 ) Income tax benefit 704,000 80,000 Loss from discontinued operations, net $ (1,076,000 ) $ (156,000 ) Loss per share from discontinued operations, net: Basic $ (0.09 ) $ (0.02 ) Diluted $ (0.08 ) $ (0.02 ) Weighted average shares outstanding: Basic 11,698,880 9,193,101 Diluted 12,816,674 9,791,493 Assets and liabilities of discontinued operations: December 31, 2014 2013 Inventory $ 214,000 $ 70,000 Prepaid expenses and other current assets 63,000 33,000 Deferred tax asset 226,000 70,000 Total current assets $ 503,000 $ 173,000 Property and equipment, net $ 112,000 $ 174,000 Other long-term assets 11,000 10,000 Total long-term assets $ 123,000 $ 184,000 Accounts payable and accrued expenses $ 157,000 $ 51,000 Other current liabilities 61,000 Total liabilities $ 218,000 $ 51,000 |
Summary of Significant Accoun33
Summary of Significant Accounting Policies (Details) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] | ||
Balance at beginning of year | $ 6,366,000 | $ 11,466,000 |
Gain on reduction of contingent obligations | (600,000) | (5,100,000) |
Balance at end of year | $ 5,766,000 | $ 6,366,000 |
Summary of Significant Accoun34
Summary of Significant Accounting Policies (Details Textual) - USD ($) | 12 Months Ended | ||
Dec. 31, 2014 | Dec. 31, 2013 | Mar. 31, 2015 | |
Summary Of Significant Accounting Policies [Line Items] | |||
Accounts receivable, net | $ 3,641,000 | $ 3,541,000 | $ 4,883,000 |
Allowance for Doubtful Accounts Receivable | 41,000 | 39,000 | |
Gain Loss On Reduction of Contingent Obligations | 600,000 | 5,122,000 | |
Accrued Fees and Other Revenue Receivable | $ 110,000 | $ 174,000 | |
Minimum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Estimated Useful Lives (in years) | 3 years | ||
Finite-Lived Intangible Asset, Useful Life | 4 years | ||
Maximum [Member] | |||
Summary Of Significant Accounting Policies [Line Items] | |||
Property, Plant and Equipment, Estimated Useful Lives (in years) | 7 years | ||
Finite-Lived Intangible Asset, Useful Life | 10 years |
Acquisition of H Halston Trad35
Acquisition of H Halston Trademarks (Details) - H Halston brands [Member] | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Total acquisition price | $ 28,124,000 |
Non-compete agreement [Member] | |
Total acquisition price | 562,000 |
Trademarks [Member] | |
Total acquisition price | $ 27,562,000 |
Acquisition of H Halston Trad36
Acquisition of H Halston Trademarks (Details 1) - H Halston Trademarks [Member] | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Cash paid | $ 18,023,000 |
Direct transaction expenses | 490,000 |
Total acquisition price | 28,124,000 |
Common Stock [Member] | |
Fair value | 9,000,000 |
Warrant [Member] | |
Fair value | $ 611,000 |
Acquisition of H Halston Trad37
Acquisition of H Halston Trademarks (Details Textual) - Dec. 31, 2014 - USD ($) | Total |
H Halston Trademark [Member] | |
Payments to Acquire Intangible Assets | $ 18,023,090 |
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 12 |
Assets Acquisition Purchase Price Allocation | $ 28,124,000 |
Assets Acquisition Direct Transaction Expenses | 490,000 |
H Term Loan [Member] | |
Secured Debt | $ 10,000,000 |
Debt Instrument, Term | 5 years |
H Term Loan [Member] | H Halston Trademark [Member] | |
Secured Debt | $ 10,000,000 |
Licensing Agreements [Member] | H Halston Trademark [Member] | |
Royalties Future Minimum Payment Year One | 600,000 |
Royalties Future Minimum Payment Year Two | 600,000 |
Royalties Future Minimum Payment Year Three | 600,000 |
Royalties Future Minimum Payment Year Four | 600,000 |
Royalties Future Minimum Payment Year Five | 600,000 |
Royalties Future Minimum Payment Year Six | 600,000 |
Royalties Future Minimum Payment Year Seven | 600,000 |
Royalties Future Minimum Payment Year Eight | 600,000 |
Royalties Future Minimum Payment Year Nine | 600,000 |
Royalties Future Minimum Payment Year Nine After | $ 1,200,000 |
Trademark License Agreement Termination Description | In the event HIP exercises the early termination right, H Licensing shall pay HIP a participation fee for each of the three following years in an amount not to exceed $4,000,000 ($5,000,000 if H Licensing distributes, or otherwise enters into any agreements for the distribution of, products being the H Halston trademark in China). |
Trademark License Agreement Expiration Date | Dec. 31, 2019 |
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased | $ 8 |
Noncompete Agreements [Member] | H Halston Trademark [Member] | |
Assets Acquisition Purchase Price Allocation | $ 562,000 |
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life | 7 years |
Common Stock [Member] | H Halston Trademark [Member] | |
Stock Issued During Period, Shares, Purchase of Assets | 1,000,000 |
Warrant [Member] | H Halston Trademark [Member] | |
Stock Issued During Period, Shares, Purchase of Assets | 750,000 |
Acquisition of Judith Ripka T38
Acquisition of Judith Ripka Trademarks (Details) - Judith Ripka Trademarks [Member] | 12 Months Ended |
Dec. 31, 2014USD ($) | |
Assets Acquisition [Line Items] | |
Cash paid | $ 11,975,000 |
Ripka Seller Notes (at fair value, see Note 7) | 4,165,000 |
Fair value of Common Stock issued (571,429 shares) | 2,286,000 |
Ripka Earn-Out obligation (at fair value, see Note 7) | 3,784,000 |
Direct transaction expenses | 390,000 |
Total consideration | 24,790,000 |
Total acquisition price | 24,790,000 |
Installment One [Member] | |
Assets Acquisition [Line Items] | |
Asset Acquisition Installment Payment | 1,000,000 |
Installment Two [Member] | |
Assets Acquisition [Line Items] | |
Asset Acquisition Installment Payment | 1,190,000 |
Copyrights and other intellectual property [Member] | |
Assets Acquisition [Line Items] | |
Total acquisition price | 190,000 |
Trademarks [Member] | |
Assets Acquisition [Line Items] | |
Total acquisition price | $ 24,600,000 |
Acquisition of Judith Ripka T39
Acquisition of Judith Ripka Trademarks (Details Textual) - USD ($) | Apr. 03, 2014 | Apr. 01, 2015 | Oct. 01, 2014 | Apr. 02, 2014 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 |
Assets Acquisition [Line Items] | ||||||||
Payments to Acquire Productive Assets | $ 14,000 | $ 0 | $ 30,878,000 | $ 0 | ||||
Proceeds from Issuance of Long-term Debt, Total | 19,000,000 | $ 13,000,000 | ||||||
Installment One [Member] | Scenario, Forecast [Member] | ||||||||
Assets Acquisition [Line Items] | ||||||||
Payments to Acquire Productive Assets | $ 1,000,000 | |||||||
Installment Two [Member] | Scenario, Forecast [Member] | ||||||||
Assets Acquisition [Line Items] | ||||||||
Payments to Acquire Productive Assets | $ 1,200,000 | |||||||
Judith Ripka Trademarks [Member] | ||||||||
Assets Acquisition [Line Items] | ||||||||
Payments to Acquire Productive Assets | $ 12,000,000 | |||||||
Stock Issued During Period, Shares, Purchase of Assets | 571,429 | |||||||
Class of Warrant or Right, Exercise Price of Warrants or Rights | $ 1 | |||||||
Assets Acquisition Purchase Price Allocation | 24,790,000 | |||||||
Maximum Earn-Outs Payable | $ 5,000,000 | |||||||
Debt Instrument, Maturity Date, Description | five year term | |||||||
Assets Acquisition Direct Transaction Expenses | $ 390,000 | |||||||
Judith Ripka Trademarks [Member] | Chief Design Officer [Member] | ||||||||
Assets Acquisition [Line Items] | ||||||||
Base Salary | $ 750,000 | |||||||
Non Accountable Expenses | 114,000 | |||||||
Payments for Rent, Monthly | $ 1,000 | |||||||
Annual Cash Bonus Percentage | 10.00% | |||||||
Royalty Revenue, Total | $ 6,000,000 | |||||||
Judith Ripka Trademarks [Member] | Installment One [Member] | ||||||||
Assets Acquisition [Line Items] | ||||||||
Proceeds from Issuance of Long-term Debt, Total | 900,000 | |||||||
Judith Ripka Trademarks [Member] | Installment Two [Member] | ||||||||
Assets Acquisition [Line Items] | ||||||||
Proceeds from Issuance of Long-term Debt, Total | 1,300,000 | |||||||
Ripka Seller Notes [Member] | ||||||||
Assets Acquisition [Line Items] | ||||||||
Debt Instrument, Face Amount | $ 6,000,000 | |||||||
Royalty Revenue, Total | $ 6,000,000 | |||||||
Parent Company [Member] | Judith Ripka Trademarks [Member] | ||||||||
Assets Acquisition [Line Items] | ||||||||
Percentage of Common Stock Issued and Outstanding | 0.00% |
Trademarks, Goodwill and Othe40
Trademarks, Goodwill and Other Intangibles (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Finite-Lived Intangible Assets [Line Items] | |||
Trademarks | $ 96,676,000 | $ 96,662,000 | $ 44,500,000 |
Licensing agreements | 2,000,000 | 2,000,000 | 2,000,000 |
Non-compete agreement | 562,000 | 562,000 | 0 |
Copyrights and other intellectual property | 190,000 | 190,000 | 0 |
Accumulated amortization | (1,892,000) | (1,735,000) | (1,192,000) |
Net carrying amount | $ 97,536,000 | $ 97,679,000 | $ 45,308,000 |
Trademarks, Goodwill and Othe41
Trademarks, Goodwill and Other Intangibles (Details 1) | Dec. 31, 2014USD ($) |
Finite Lived Intangible Assets Future Amortization Expense [Line Items] | |
2,015 | $ 378,000 |
2,016 | 99,000 |
2,017 | 99,000 |
2,018 | 99,000 |
2,019 | 99,000 |
Thereafter | 243,000 |
Total | $ 1,017,000 |
Trademarks, Goodwill and Othe42
Trademarks, Goodwill and Other Intangibles (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Research and Development Assets Acquired Other than Through Business Combination [Line Items] | ||||
Amortization of Intangible Assets | $ 157,000 | $ 132,000 | $ 543,000 | $ 527,000 |
Goodwill | $ 12,371,000 | $ 12,371,000 | $ 12,371,000 |
Significant Contracts (Details
Significant Contracts (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Royalty Agreement With QVC [Member] | ||||
Business Acquisition [Line Items] | ||||
Royalty Revenue | $ 5,150,000 | $ 2,290,000 | $ 14,980,000 | $ 8,130,000 |
Revenue from Royalty, Percentage | 79.00% | 65.00% | 72.00% | 62.00% |
Accounts Receivable, Gross | $ 3,580,000 | $ 2,360,000 | $ 2,060,000 | |
Accounts Receivables, Percentage | 73.00% | 65.00% | 58.00% | |
Accrued Fees and Other Revenue Receivable | $ 500,000 | $ 152,000 | ||
Royalty Agreement With LCNY [Member] | ||||
Business Acquisition [Line Items] | ||||
Royalty Revenue | $ 1,450,000 | $ 1,560,000 | ||
Revenue from Royalty, Percentage | 7.00% | 12.00% | ||
Accounts Receivable, Gross | $ 190,000 | $ 610,000 | ||
Accounts Receivables, Percentage | 5.00% | 18.00% |
Debt (Details)
Debt (Details) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |||
Debt Instrument [Line Items] | ||||||
Total | $ 48,425,000 | $ 51,064,000 | $ 24,726,000 | |||
Current portion | 12,381,000 | [1] | 11,416,000 | [2] | 565,000 | [2] |
Total long term debt | 36,044,000 | 39,648,000 | 24,161,000 | |||
IM Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term Note | 12,500,000 | 12,750,000 | 13,000,000 | |||
Seller Note | 4,692,000 | 5,366,000 | 5,045,000 | |||
Contingent obligation - due to seller | 5,766,000 | [1] | 5,766,000 | [2] | 6,681,000 | [2] |
Total | 12,500,000 | 12,750,000 | ||||
JR Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term Note | 9,000,000 | 9,000,000 | 0 | |||
Seller Note | 2,683,000 | [1] | 4,398,000 | [1] | 0 | |
Contingent obligation - due to seller | 3,784,000 | 3,784,000 | 0 | |||
Total | 9,000,000 | 9,000,000 | ||||
H Term Loan [Member] | ||||||
Debt Instrument [Line Items] | ||||||
Term Note | 10,000,000 | 10,000,000 | $ 0 | |||
Total | $ 10,000,000 | $ 10,000,000 | ||||
[1] | $5.77 million of the current portion of long-term debt consists of contingent obligation related to IM Brands, described below, which is payable in common stock or cash, at the Company’s option. The current portion of long-term debt also includes the $2.24 million fair value of the Ripka Seller Notes, which was redeemed on April 21, 2015 for shares of our common stock (See Note 10, Subsequent Events). | |||||
[2] | $5.766 million of the current portion of long-term debt is the contingent obligation - IM Seller, that is payable in common stock or cash, at the Company’s option. |
Debt (Details 1)
Debt (Details 1) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Debt Instrument [Line Items] | |||
Total | $ 48,425,000 | $ 51,064,000 | $ 24,726,000 |
IM Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
2,015 | 1,125,000 | 1,375,000 | |
2,016 | 2,625,000 | 2,625,000 | |
2,017 | 3,125,000 | 3,125,000 | |
2,018 | 5,625,000 | 5,625,000 | |
Total | 12,500,000 | 12,750,000 | |
JR Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
2,015 | 1,125,000 | 1,125,000 | |
2,016 | 2,250,000 | 2,250,000 | |
2,017 | 2,875,000 | 2,875,000 | |
2,018 | 2,250,000 | 2,250,000 | |
2,019 | 500,000 | 500,000 | |
Total | 9,000,000 | 9,000,000 | |
H Term Loan [Member] | |||
Debt Instrument [Line Items] | |||
2,015 | 0 | ||
2,016 | 1,500,000 | 1,500,000 | |
2,017 | 2,500,000 | 2,500,000 | |
2,018 | 3,000,000 | 3,000,000 | |
2,019 | 3,000,000 | 3,000,000 | |
Total | $ 10,000,000 | $ 10,000,000 |
Debt (Details 2)
Debt (Details 2) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | ||
January 31, 2015 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Payment Amount | [1] | $ 750,000 | ||
Debt Instrument, Amount Payable in Cash | [1] | 750,000 | ||
Debt Instrument, Amount Payable in Cash with Restrictions | [1],[2] | $ 0 | ||
Debt Instrument, Amount Payable in Stock | [1],[3] | 0 | ||
January 31, 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Payment Amount | $ 750,000 | [4] | $ 750,000 | |
Debt Instrument, Amount Payable in Cash | 0 | |||
Debt Instrument, Amount Payable in Cash with Restrictions | [2] | $ 750,000 | ||
Debt Instrument, Amount Payable in Stock | [3] | 0 | ||
September 30, 2016 [Member] | ||||
Debt Instrument [Line Items] | ||||
Debt Instrument, Payment Amount | $ 4,377,432 | [5] | $ 4,377,432 | |
Debt Instrument, Amount Payable in Cash | 0 | |||
Debt Instrument, Amount Payable in Cash with Restrictions | [2] | $ 0 | ||
Debt Instrument, Amount Payable in Stock | [3] | 4,377,432 | ||
[1] | Paid prior to January 31, 2015. | |||
[2] | Amounts payable in cash with restrictions are subject to BHI approving the cash payment. If BHI does not approve the cash payment, the amount shall be payable in shares of Common Stock subject to the provisions described above. | |||
[3] | This includes the last payment on the Amended Maturity Date and may include amounts payable in cash with restrictions whereby BHI provides approval and the amount would be paid with the Company’s Common Stock. Amounts payable with the Company’s Common Stock shall be subject to the provisions described above. | |||
[4] | Payable in cash subject to BHI approving the cash payment. If BHI does not approve the cash payment, the amount shall be payable in shares of Common Stock subject to the provisions described above. | |||
[5] | Payable in stock or cash at the Company’s sole discretion. Amounts paid in cash require BHI’s approval. Amounts payable in shares of Common Stock are subject to the provisions described above. |
Debt (Details 3)
Debt (Details 3) - USD ($) | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
First Royalty Target Period [Member] | ||
Debt Instrument [Line Items] | ||
ROYALTY TARGET | $ 24,000,000 | |
EARN-OUT VALUE | $ 7,500,000 | |
Fourth Royalty Target Period [Member] | ||
Debt Instrument [Line Items] | ||
ROYALTY TARGET | $ 24,000,000 | |
EARN-OUT VALUE | $ 7,500,000 | |
Applicable Less than 76% [Member] | First Royalty Target Period [Member] | ||
Debt Instrument [Line Items] | ||
% OF EARN-OUT VALUE EARNED | 0.00% | |
Applicable Less than 76% [Member] | Fourth Royalty Target Period [Member] | ||
Debt Instrument [Line Items] | ||
% OF EARN-OUT VALUE EARNED | 0.00% | |
Applicable 76% up to 80% [Member] | First Royalty Target Period [Member] | ||
Debt Instrument [Line Items] | ||
% OF EARN-OUT VALUE EARNED | 40.00% | |
Applicable 76% up to 80% [Member] | Fourth Royalty Target Period [Member] | ||
Debt Instrument [Line Items] | ||
% OF EARN-OUT VALUE EARNED | 40.00% | |
Applicable 80% up to 90% [Member] | First Royalty Target Period [Member] | ||
Debt Instrument [Line Items] | ||
% OF EARN-OUT VALUE EARNED | 70.00% | |
Applicable 80% up to 90% [Member] | Fourth Royalty Target Period [Member] | ||
Debt Instrument [Line Items] | ||
% OF EARN-OUT VALUE EARNED | 70.00% | |
Applicable 90% up to 95% [Member] | First Royalty Target Period [Member] | ||
Debt Instrument [Line Items] | ||
% OF EARN-OUT VALUE EARNED | 80.00% | |
Applicable 90% up to 95% [Member] | Fourth Royalty Target Period [Member] | ||
Debt Instrument [Line Items] | ||
% OF EARN-OUT VALUE EARNED | 80.00% | |
Applicable 95% up to 100% [Member] | First Royalty Target Period [Member] | ||
Debt Instrument [Line Items] | ||
% OF EARN-OUT VALUE EARNED | 90.00% | |
Applicable 95% up to 100% [Member] | Fourth Royalty Target Period [Member] | ||
Debt Instrument [Line Items] | ||
% OF EARN-OUT VALUE EARNED | 90.00% | |
Applicable 100% or Greater [Member] | First Royalty Target Period [Member] | ||
Debt Instrument [Line Items] | ||
% OF EARN-OUT VALUE EARNED | 100.00% | |
Applicable 100% or Greater [Member] | Fourth Royalty Target Period [Member] | ||
Debt Instrument [Line Items] | ||
% OF EARN-OUT VALUE EARNED | 100.00% |
Debt (Details Textual)
Debt (Details Textual) | Apr. 03, 2014USD ($)$ / shares | Aug. 01, 2013USD ($) | Feb. 20, 2015USD ($)shares | Dec. 22, 2014USD ($) | Apr. 03, 2014USD ($)$ / shares | Aug. 01, 2013USD ($) | Sep. 29, 2011USD ($)$ / shares | Mar. 31, 2015USD ($)$ / shares | Mar. 31, 2014USD ($) | Dec. 31, 2017USD ($) | Dec. 31, 2016USD ($) | Dec. 31, 2015USD ($) | Dec. 31, 2014USD ($)$ / shares | Dec. 31, 2013USD ($) | ||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 19,000,000 | $ 13,000,000 | ||||||||||||||
Debt Instrument, Description | In addition, prior to making distributions, IM Brands is required to prepay the outstanding amount of the IM Term Loan from excess cash flow for each fiscal year commencing with the year ending December 31, 2015 in arrears in an amount equal to twenty percent (20%) of the excess cash flow for such period. | |||||||||||||||
Gains (Losses) on Extinguishment of Debt | $ (611,000) | $ 0 | $ 0 | (1,351,000) | ||||||||||||
Interest Expense, Debt | 312,000 | 144,000 | 834,000 | 882,000 | ||||||||||||
Gain on Reduction of Contingent Obligations | 600,000 | |||||||||||||||
Restructure Of Seller Note | 0 | 337,000 | ||||||||||||||
Long-term Debt, Total | 48,425,000 | 51,064,000 | 24,726,000 | |||||||||||||
Repayments of Long-term Debt, Total | $ 1,000,000 | 0 | $ 250,000 | 13,500,000 | ||||||||||||
IM Term Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 4.44% | 4.44% | ||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 13,000,000 | $ 13,000,000 | ||||||||||||||
Debt Instrument, Description | IM Brands is required to prepay the outstanding amount of the IM Term Loan from excess cash flow for each fiscal year commencing with the year ending December 31, 2015 in arrears in an amount equal to (i) fifty percent (50%) of the excess cash flow for such fiscal year, until such time as principal payments to BHI under the IM Term Loan and the JR Term Loan equals $1,000,000 in the aggregate, then twenty percent (20%) of the excess cash flow for such fiscal year. | |||||||||||||||
Debt Instrument, Maturity Date, Description | five year term loan | five year term loan | ||||||||||||||
Initial Outstanding Value of Long-term Debt or Borrowing | $ 5,770,000 | |||||||||||||||
Other Notes Payable, Noncurrent | 4,692,000 | $ 5,366,000 | 5,045,000 | |||||||||||||
Maximum Capital Expenditures of Guarantor and its Subsidiaries | $ 1,300,000 | |||||||||||||||
Minimum Fixed Charge Ratio, Start Range | 1.20 | |||||||||||||||
Minimum Fixed Charge Ratio, End Range | 1 | |||||||||||||||
Minimum Liquidity Covenants | $ 4,500,000 | |||||||||||||||
Minimum Net Worth Required for Compliance | 40,000,000 | |||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | 5,500,000 | |||||||||||||||
Interest Expense, Long-term Debt | 312,000 | 144,000 | 576,000 | 241,000 | ||||||||||||
Long-term Debt, Total | $ 12,500,000 | $ 12,750,000 | ||||||||||||||
IM Term Loan [Member] | Scenario, Forecast [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum Capital Expenditures of Guarantor and its Subsidiaries | $ 500,000 | $ 500,000 | ||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | $ 17,000,000 | 15,500,000 | 7,500,000 | |||||||||||||
JR Term Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 9,000,000 | $ 9,000,000 | ||||||||||||||
Debt Instrument, Description | JR Licensing shall prepay the outstanding amount of the JR Term Loan from excess cash flow (the JR Cash Flow Recapture) for each fiscal year commencing with the year ending December 31, 2015 in arrears in an amount equal to fifty percent (50%) of such JR Cash Flow Recapture. | JR Licensing shall prepay the outstanding amount of the JR Term Loan from excess cash flow (the JR Cash Flow Recapture) for each fiscal year commencing with the year ending December 31, 2015 in arrears in an amount equal to fifty percent (50%) of such JR Cash Flow Recapture. | ||||||||||||||
Debt Instrument, Maturity Date, Description | five year term loan | five year term loan | ||||||||||||||
Other Notes Payable, Noncurrent | $ 2,683,000 | [1] | $ 4,398,000 | [1] | 0 | |||||||||||
Maximum Capital Expenditures of Guarantor and its Subsidiaries | $ 1,300,000 | |||||||||||||||
Minimum Fixed Charge Ratio, Start Range | 1.20 | |||||||||||||||
Minimum Fixed Charge Ratio, End Range | 1 | |||||||||||||||
Minimum Liquidity Covenants | $ 4,500,000 | |||||||||||||||
Minimum Net Worth Required for Compliance | 40,000,000 | |||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | 5,500,000 | |||||||||||||||
Interest Expense, Long-term Debt | $ 249,000 | |||||||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR plus 3.5% or Prime plus 0.50% | LIBOR plus 3.5% or Prime plus 0.50% | ||||||||||||||
Long-term Debt, Total | $ 9,000,000 | $ 9,000,000 | ||||||||||||||
JR Term Loan [Member] | Scenario, Forecast [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum Capital Expenditures of Guarantor and its Subsidiaries | 500,000 | 500,000 | ||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | 17,000,000 | 15,500,000 | 7,500,000 | |||||||||||||
H Term Loan [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 10,000,000 | |||||||||||||||
Debt Instrument, Description | For any fiscal year commencing with the fiscal year ending December 31, 2015, H Licensing is required to prepay the outstanding amount of the H Term Loan from excess cash flow for the prior fiscal year in an amount equal to twenty percent (20%) of such excess cash flow. Excess cash flow is defined as, for any fiscal period | For any fiscal year commencing with the fiscal year ending December 31, 2015, H Licensing is required to prepay the outstanding amount of the H Term Loan from excess cash flow for the prior fiscal year in an amount equal to twenty percent (20%) of such excess cash flow. Excess cash flow is defined as, for any fiscal period | ||||||||||||||
Debt Instrument, Maturity Date, Description | five year term loan | five year term loan | ||||||||||||||
Maximum Capital Expenditures of Guarantor and its Subsidiaries | $ 1,300,000 | |||||||||||||||
Minimum Fixed Charge Ratio, Start Range | 1.20 | |||||||||||||||
Minimum Fixed Charge Ratio, End Range | 1 | |||||||||||||||
Minimum Liquidity Covenants | $ 4,500,000 | |||||||||||||||
Minimum Net Worth Required for Compliance | 40,000,000 | |||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | 5,500,000 | |||||||||||||||
Interest Expense, Long-term Debt | 9,000 | |||||||||||||||
Secured Debt | $ 10,000,000 | |||||||||||||||
Debt Instrument, Description of Variable Rate Basis | LIBOR plus 3.50% or Prime rate plus 0.50% | LIBOR plus 3.50% or Prime rate plus .50% | ||||||||||||||
Long-term Debt, Total | $ 10,000,000 | $ 10,000,000 | ||||||||||||||
H Term Loan [Member] | Scenario, Forecast [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Maximum Capital Expenditures of Guarantor and its Subsidiaries | 500,000 | 500,000 | ||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | 17,000,000 | 15,500,000 | 7,500,000 | |||||||||||||
Ripka Seller Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate | 7.33% | 7.33% | ||||||||||||||
Gains (Losses) on Extinguishment of Debt | 611,000 | |||||||||||||||
Debt Instrument, Face Amount | $ 6,000,000 | $ 6,000,000 | ||||||||||||||
Debt Instrument, Unamortized Discount | $ 1,835,000 | $ 1,835,000 | ||||||||||||||
Imputed Annual Interest Rate | 7.33% | 7.33% | ||||||||||||||
Initial Outstanding Value of Long-term Debt or Borrowing | $ 4,165,000 | $ 4,165,000 | ||||||||||||||
Other Notes Payable, Noncurrent | 2,683,000 | 4,398,000 | ||||||||||||||
Interest Expense, Debt | 79,000 | 233,000 | ||||||||||||||
Floor Price Per Share for Conversion of Debt | $ / shares | $ 7 | $ 7 | ||||||||||||||
Repayments of Long-term Debt, Total | $ 3,000,000 | |||||||||||||||
Debt Conversion, Converted Instrument, Shares Issued | shares | 266,667 | |||||||||||||||
Debt Conversion, Original Debt, Amount | 2,400,000 | |||||||||||||||
Debt Instrument, Periodic Payment | $ 75,000 | |||||||||||||||
Prepayment Of Long Term Debt Fair Value | $ 1,790,000 | |||||||||||||||
IM Brands [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | 6,000,000 | |||||||||||||||
IM Brands [Member] | Scenario, Forecast [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | 12,500,000 | 11,000,000 | 9,000,000 | |||||||||||||
JR Licensing [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | 3,000,000 | |||||||||||||||
JR Licensing [Member] | Scenario, Forecast [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | 5,000,000 | 4,000,000 | ||||||||||||||
H Licensing [Member] | Scenario, Forecast [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Royalty Revenue, Total | 6,000,000 | |||||||||||||||
Minimum Earnings Before Interest Taxes Depreciation And Amortization | $ 5,000,000 | $ 4,500,000 | $ 500,000 | |||||||||||||
Ms. Ripka Seller Note One [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | 2,400,000 | |||||||||||||||
Ms. Ripka Seller Note Two [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 600,000 | |||||||||||||||
IM Ready Made LLC [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Repayment Of Contingent Obligation | 315,000 | 315,000 | ||||||||||||||
IM Ready Made LLC [Member] | QVC Earn-Out [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Earn Out Payments | $ 2,760,000 | |||||||||||||||
Earn-Out Obligation [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Exercise Price of Common Stock | $ / shares | $ 4.50 | $ 4.50 | ||||||||||||||
Royalty Earn Out Value | $ 7,500,000 | $ 7,500,000 | ||||||||||||||
Gain on Reduction of Contingent Obligations | 3,000,000 | 300,000 | ||||||||||||||
Long-term Debt, Total | 3,000,000 | 3,000,000 | 3,600,000 | |||||||||||||
QVC Inc [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Business Acquisitions, Net Royalty Income | 2,760,000 | 2,500,000 | ||||||||||||||
Royalty Revenue, Total | 2,500,000 | 2,500,000 | ||||||||||||||
Ripka Earn-Out [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Royalty Earn Out Value | 5,000,000 | 5,000,000 | ||||||||||||||
Earn Out Payments | 9,550,000 | 9,600,000 | $ 6,700,000 | |||||||||||||
Royalty Revenue, Total | 1,000,000 | 1,000,000 | ||||||||||||||
Long-term Debt, Total | $ 3,780,000 | $ 3,800,000 | ||||||||||||||
Floor Price Per Share for Conversion of Debt | $ / shares | $ 7 | $ 7 | $ 7 | $ 7 | ||||||||||||
IM Seller Notes [Member] | ||||||||||||||||
Debt Instrument [Line Items] | ||||||||||||||||
Debt Instrument, Face Amount | $ 7,377,000 | |||||||||||||||
Stated Interest Rate on Note Payable | 0.25% | 0.25% | ||||||||||||||
Subordinated Borrowing, Interest Rate | 9.25% | 6.44% | ||||||||||||||
Debt Instrument, Unamortized Discount | $ 1,740,000 | |||||||||||||||
Unamortization of Debt Discount (Premium) | $ 76,000 | 79,000 | $ 321,000 | $ 576,000 | ||||||||||||
Imputed Annual Interest Rate | 9.00% | |||||||||||||||
Initial Outstanding Value of Long-term Debt or Borrowing | $ 5,637,000 | |||||||||||||||
Initial Prepaid Interest | $ 123,000 | |||||||||||||||
Other Notes Payable, Noncurrent | 4,692,000 | 5,366,000 | 5,366,000 | 5,045,000 | ||||||||||||
Exercise Price of Common Stock | $ / shares | $ 4.50 | |||||||||||||||
Interest Expense, Debt | $ 81,000 | $ 83,000 | $ 342,000 | 617,000 | ||||||||||||
Restructure Of Seller Note | $ 337,000 | |||||||||||||||
[1] | $5.77 million of the current portion of long-term debt consists of contingent obligation related to IM Brands, described below, which is payable in common stock or cash, at the Company’s option. The current portion of long-term debt also includes the $2.24 million fair value of the Ripka Seller Notes, which was redeemed on April 21, 2015 for shares of our common stock (See Note 10, Subsequent Events). |
Stockholders' Equity (Details)
Stockholders' Equity (Details) | Jun. 05, 2013 | Dec. 31, 2014 | Dec. 31, 2013 |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected Volatility | 22.20% | 22.50% | |
Expected Dividend Yield | 0.00% | ||
Expected Life (Term) | 2 years 6 months | 2 years 6 months | |
Risk-Free Interest Rate | 0.39% | 0.39% | |
Equity Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected Volatility Rate, Minimum | 24.00% | 21.00% | |
Expected Volatility Rate, Maximum | 29.00% | 22.00% | |
Expected Dividend Yield | 0.00% | 0.00% | |
Expected Life (Term) | 2 years 6 months | ||
Risk-Free Interest Rate, Minimum | 0.58% | 0.21% | |
Risk-Free Interest Rate, Maximum | 0.70% | 0.39% | |
Warrant [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected Volatility | 29.00% | ||
Expected Dividend Yield | 0.00% | ||
Expected Life (Term) | 2 years 6 months | ||
Risk-Free Interest Rate | 0.70% | ||
Minimum [Member] | Equity Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected Life (Term) | 1 year | ||
Maximum [Member] | Equity Option [Member] | |||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Expected Life (Term) | 3 years |
Stockholders' Equity (Details 1
Stockholders' Equity (Details 1) - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Options, Outstanding, Beginning Balance | 404,000 | 343,125 | |
Options, Granted | 0 | 145,000 | |
Options, Canceled | 0 | 0 | |
Options, Exercised | 0 | (19,000) | |
Options, Expired/Forfeited | (1,250) | (65,125) | |
Options, Outstanding, Ending Balance | 402,750 | 404,000 | 343,125 |
Options, Exercisable | 307,750 | 309,000 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 6.67 | $ 4.55 | |
Weighted Average Exercise Price, Granted | 0 | 6.67 | |
Weighted Average Exercise Price Canceled | 0 | 0 | |
Weighted Average Exercise Price, Exercised | 0 | 3.58 | |
Weighted Average Exercise Price, Expired/Forfeited | (4) | 4.55 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | 5.36 | 6.67 | $ 4.55 |
Weighted Average Exercise Price, Exercisable | $ 4.69 | $ 4.70 | |
Weighted Average Remaining Contractual Life (in years) | 2 years 7 months 20 days | 2 years 10 months 20 days | 3 years 7 months 6 days |
Exercisable Weighted Average Remaining Contractual Life (in years) | 2 years 1 month 6 days | 2 years 4 months 10 days | |
Aggregate Intrinsic Value, Outstanding | $ 1,465,000 | $ 1,472,000 | |
Exercisable, Aggregate Intrinsic Value | $ 1,327,000 | $ 1,334,000 |
Stockholders' Equity (Details 2
Stockholders' Equity (Details 2) - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Number of Options | ||
Options, Granted | 0 | 145,000 |
Employee Stock Option [Member] | ||
Number of Options | ||
Beginning Balance | 95,000 | 38,625 |
Options, Granted | 0 | 145,000 |
Options, Vested | 0 | (24,500) |
Options, Forfeited or Canceled | 0 | (64,125) |
Ending Balance | 95,000 | 95,000 |
Weighted Average Grant Date Fair Value | ||
Weighted Average Grant Date Fair Value, Beginning Balance | $ 1.43 | $ 0.99 |
Weighted Average Grant Date Fair Value, Granted | 0 | 1.05 |
Weighted Average Grant Date Fair Value, Vested | 0 | (0.99) |
Weighted Average Grant Date Fair Value, Forfeited or Canceled | 0 | (0.47) |
Weighted Average Grant Date Fair Value, Ending Balance | $ 1.43 | $ 1.43 |
Stockholders' Equity (Details 3
Stockholders' Equity (Details 3) - Warrant [Member] - USD ($) | 3 Months Ended | 12 Months Ended | |
Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||
Warrants, Outstanding, Beginning Balance | 2,219,543 | 1,469,543 | |
Warrants, Granted | 0 | 750,000 | |
Warrants, Canceled | 0 | 0 | |
Warrants, Exercised | 0 | 0 | |
Warrants, Expired/Forfeited | 0 | 0 | |
Warrants, Outstanding, Ending Balance | 2,219,543 | 2,219,543 | 1,469,543 |
Warrants, Exercisable | 2,219,543 | 2,219,543 | |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 6.07 | $ 3.05 | |
Weighted Average Exercise Price, Granted | 0 | 4.05 | |
Weighted Average Exercise Price, Canceled | 0 | 0 | |
Weighted Average Exercise Price, Exercised | 0 | 0 | |
Weighted Average Exercise Price, Expired/Forfeited | 0 | 0 | |
Weighted Average Exercise Price, Outstanding, Ending Balance | 6.07 | 6.07 | $ 3.05 |
Weighted Average Exercise Price, Exercisable | $ 6.07 | $ 6.07 | |
Weighted Average Remaining Contractual Life (in Years) | 3 years 11 months 23 days | 4 years 2 months 23 days | |
Weighted Average Remaining Contractual Life (in Years), Exercisable | 3 years 11 months 23 days | 4 years 2 months 23 days | |
Aggregate Intrinsic Value, Outstanding | $ 6,497,413 | $ 6,497,413 | |
Aggregate Intrinsic Value, Exercisable | $ 6,497,413 | $ 6,497,413 |
Stockholders' Equity (Details 4
Stockholders' Equity (Details 4) - Warrant [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Warrants, Unvested balance at January 1, 2014 | 0 | 12,500 |
Warrants, Granted | 0 | 750,000 |
Warrants, Vested | (762,500) | |
Warrants, Forfeited or Canceled | 0 | 0 |
Warrants, Unvested balance at December 31, 2014 | 0 | |
Weighted Average Grant Date Fair Value, Unvested balance at January 1, 2014 | $ 0 | $ 0.10 |
Weighted Average Grant Date Fair Value, Granted | 0.82 | |
Weighted Average Grant Date Fair Value, Vested | (0.80) | |
Weighted Average Grant Date Fair Value, Forfeited or Canceled | 0 | |
Weighted Average Grant Date Fair Value, Unvested balance at December 31, 2014 | $ 0 |
Stockholders' Equity (Details 5
Stockholders' Equity (Details 5) - Restricted Stock [Member] - $ / shares | 3 Months Ended | 12 Months Ended |
Mar. 31, 2015 | Dec. 31, 2014 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||
Restricted Shares, Outstanding, Beginning Balance | 3,208,410 | 2,026,554 |
Restricted Shares, Granted | 43,167 | 1,472,475 |
Restricted Shares, Canceled | 0 | 0 |
Restricted Shares, Vested | (45,667) | (286,494) |
Restricted Shares, Expired/Forfeited | (5,375) | (4,125) |
Restricted Shares, Outstanding, Ending Balance | 3,200,535 | 3,208,410 |
Weighted Average Exercise Price, Outstanding, Beginning Balance | $ 4.46 | $ 3.59 |
Weighted Average Grant Date Fair Value, Granted | 9 | 5.43 |
Weighted Average Grant Date Fair Value, Canceled | 0 | 0 |
Weighted Average Grant Date Fair Value, Vested | 6.94 | 3.33 |
Weighted Average Grant Date Fair Value, Expired/Forfeited | 6.23 | 4.3 |
Weighted Average Exercise Price, Outstanding, Ending Balance | $ 4.48 | $ 4.46 |
Stockholders' Equity (Details 6
Stockholders' Equity (Details 6) - Restricted Stock [Member] - USD ($) | 1 Months Ended | 12 Months Ended | ||||||
Dec. 31, 2014 | Sep. 30, 2014 | Mar. 28, 2014 | Dec. 31, 2013 | Nov. 15, 2013 | Dec. 31, 2014 | Dec. 31, 2013 | ||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | ||||||||
Total Number of Shares Purchased | [1] | 88,725 | 26,250 | 15,750 | 7,272 | 153,896 | 130,725 | 161,168 |
Actual Price Paid per Share (in dollars per share) | $ 8 | $ 7.83 | $ 4 | $ 3.86 | $ 3.86 | $ 7.49 | $ 3.86 | |
Number of Shares Purchased as Part of Publically Announced Plan | 0 | 0 | 0 | 0 | 0 | 0 | 0 | |
Fair value of re-purchased shares | $ 710,000 | $ 205,000 | $ 63,000 | $ 28,000 | $ 594,000 | $ 978,000 | $ 622,000 | |
[1] | All of the shares of restricted stock in the preceding table were originally granted to employees and directors as restricted stock pursuant to the Plan. The shares reflected above as repurchased shares were relinquished by employees and directors in exchange for the Company’s agreement to pay federal and state and local withholding obligations on behalf of such employees and directors upon the vesting of restricted stock. |
Stockholders' Equity (Details T
Stockholders' Equity (Details Textual) - Sale of Stock, Name of Transaction [Domain] - USD ($) | Jan. 06, 2015 | Jul. 15, 2014 | May. 15, 2014 | Oct. 04, 2013 | Jun. 05, 2013 | May. 01, 2013 | Apr. 01, 2013 | Dec. 31, 2014 | Dec. 22, 2014 | Oct. 01, 2014 | Sep. 30, 2014 | Jul. 31, 2014 | Apr. 30, 2014 | Mar. 28, 2014 | Jan. 31, 2014 | Dec. 31, 2013 | Nov. 15, 2013 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Nov. 06, 2014 | Oct. 04, 2014 | Dec. 31, 2011 | |
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Common Stock, Shares, Issued | 14,011,896 | 10,005,510 | 14,316,355 | 14,011,896 | 10,005,510 | ||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 6,000 | $ 0 | |||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 1,000 | $ 1,500 | |||||||||||||||||||||||
Term Of Warrants | 5 years | ||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 6,317,377 | 6,317,377 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date | 10.00% | ||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 3.86 | $ 3.86 | |||||||||||||||||||||||
Sale of Stock, Price Per Share | 3.499 | 3.499 | |||||||||||||||||||||||
Exercise Price of Warrants | 12 | ||||||||||||||||||||||||
Common Stock, Par or Stated Value Per Share | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | $ 0.001 | ||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period | 2,500 | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 9,294,000 | $ 5,000,000 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 22.20% | 22.50% | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.39% | 0.39% | |||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months | 2 years 6 months | |||||||||||||||||||||||
Class of Warrant or Right, Number of Securities Called by Warrants or Rights | 750,000 | 750,000 | |||||||||||||||||||||||
Warrants and Rights Outstanding | $ 611,000 | $ 611,000 | |||||||||||||||||||||||
Common Stock, Shares Authorized | 35,000,000 | 25,000,000 | 25,000,000 | 35,000,000 | 35,000,000 | 25,000,000 | |||||||||||||||||||
Preferred Stock, Shares Authorized | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | 1,000,000 | |||||||||||||||||||
Capital Stock, Authorized | 36,000,000 | 26,000,000 | 36,000,000 | ||||||||||||||||||||||
Fair Value Adjustment of Warrants | $ 38,000 | ||||||||||||||||||||||||
Equity Option [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 17,000 | $ 11,000 | $ 51,000 | $ 69,000 | |||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months | ||||||||||||||||||||||||
Maximum [Member] | Equity Option [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Term | 3 years | ||||||||||||||||||||||||
Adam Dweck [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Warrants Issued To Purchase Common Stock Two | 25,000 | 12,500 | 12,500 | 2,500 | |||||||||||||||||||||
Warrants Exercise Price Two | $ 5 | $ 5 | $ 5 | ||||||||||||||||||||||
Class Of Warrant Or Rights Expired | Aug. 2, 2016 | ||||||||||||||||||||||||
Warrant Vested During First Milestone | 12,500 | 12,500 | 12,500 | ||||||||||||||||||||||
Warrant Vested During Second Milestone | 12,500 | 12,500 | 12,500 | ||||||||||||||||||||||
Non Executive Employees [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 18,167 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period | 50,000 | 35,000 | 50,000 | 10,000 | |||||||||||||||||||||
Investment Options, Exercise Price | $ 7.50 | $ 7.50 | $ 5 | $ 8 | |||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage | 50.00% | 50.00% | 50.00% | 50.00% | |||||||||||||||||||||
Warrant [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 762,500 | ||||||||||||||||||||||||
Allocated Share-based Compensation Expense | $ 0 | $ 33,000 | |||||||||||||||||||||||
Warrants Issued for the Purchase of Common Stock | 312,500 | ||||||||||||||||||||||||
Exercise Price of Warrants | $ 5 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate | 29.00% | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate | 0.70% | ||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Term | 2 years 6 months | ||||||||||||||||||||||||
Warrant [Member] | Maximum [Member] | Equity Option [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, Weighted Average Grant Date Fair Value | $ 0.12 | ||||||||||||||||||||||||
Licensee Warrants [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Discount On Licensing Revenue | $ 13,000 | $ 5,000 | |||||||||||||||||||||||
Employee Stock Option [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Stock Options Issued Shares Former Equity Plan | 576 | ||||||||||||||||||||||||
Stock Options Issued Value Per Share Former Equity Plan | $ 728 | ||||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 112,000 | $ 83,000 | $ 112,000 | ||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 3 months 7 days | 1 year 7 months 6 days | |||||||||||||||||||||||
Restricted Stock [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 25,000 | 825,000 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 275,000 | 275,000 | |||||||||||||||||||||||
Stock Repurchased During Period, Shares | [1] | 88,725 | 26,250 | 15,750 | 7,272 | 153,896 | 130,725 | 161,168 | |||||||||||||||||
Allocated Share-based Compensation Expense | $ 996,000 | $ 1,554,000 | $ 5,100,000 | $ 4,741,000 | |||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized | $ 3,785,000 | $ 3,155,000 | $ 3,785,000 | ||||||||||||||||||||||
Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition | 1 year 2 months 23 days | 1 year 7 months 6 days | |||||||||||||||||||||||
Former Equity Plan [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Stock Options Issued Shares Former Equity Plan | 576 | ||||||||||||||||||||||||
Stock Options Issued Value Per Share Former Equity Plan | $ 728 | ||||||||||||||||||||||||
2013 Private Offering [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Common Stock, Shares, Issued | 1,428,573 | ||||||||||||||||||||||||
Proceeds from Issuance of Common Stock | $ 5,000,000 | ||||||||||||||||||||||||
Warrants Issued for the Purchase of Common Stock | 312,500 | ||||||||||||||||||||||||
Exercise Price of Warrants | $ 5 | ||||||||||||||||||||||||
2014 Private Offering [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Shares Issued, Price Per Share | $ 9 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, New Issues | 1,086,667 | ||||||||||||||||||||||||
Stock Issued During Period, Value, New Issues | $ 9,780,000 | ||||||||||||||||||||||||
Payments of Stock Issuance Costs | $ 486,000 | ||||||||||||||||||||||||
Proceeds from Issuance of Private Placement | 9,294,000 | ||||||||||||||||||||||||
Payments of Placement Fees | $ 474,600 | ||||||||||||||||||||||||
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 | 3,693,258 | 3,656,716 | 3,693,258 | ||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 6,279,585 | 8,000,000 | 5,000,000 | ||||||||||||||||||||||
Common Stock, Eligible for Issuance | 5,000,000 | 8,000,000 | 5,000,000 | ||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights | 50% shall vest on March 31, 2015 and 50% shall vest on March 31, 2016 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Period | 2 years | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Management [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 1,270,000 | ||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 85,000 | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Management [Member] | March 31 2015 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,185,000 | 1,185,000 | |||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Vested and Expected To Vest, Exercisable, Number | 97,500 | ||||||||||||||||||||||||
Stock Repurchased During Period, Shares | 40,750 | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Management [Member] | September 20 2014 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 1,075,000 | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Management [Member] | September 30 2014 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Share-Based Compensation Arrangement By Share-Based Payment Award, Options, Vested and Expected To Vest, Exercisable, Number | 97,500 | ||||||||||||||||||||||||
2011 Equity Incentive Plan [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 | 29,750 | ||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Gross | 15,000 | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Non Executive Employees [Member] | March 31 2015 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Percentage Of Share Based Payment Award Vested In Year One | 50.00% | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Non Executive Employees [Member] | March 31 2016 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Percentage Of Share Based Payment Award Vested In Year Two | 50.00% | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Non Executive Employees [Member] | January 31, 2016 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Percentage Of Share Based Payment Award Vested In Year One | 50.00% | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Non Executive Employees [Member] | January 31, 2017 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Percentage Of Share Based Payment Award Vested In Year Two | 50.00% | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Non Management Directors [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 100,000 | 50,000 | |||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period | 10,000 | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Non Management Directors [Member] | March 31 2015 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 50,000 | 90,000 | 90,000 | ||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Non Management Directors [Member] | April 30 2014 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Percentage Of Share Based Payment Award Vested In Year One | 50.00% | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Non Management Directors [Member] | April 30 2015 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Percentage Of Share Based Payment Award Vested In Year Two | 50.00% | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Non Management Directors [Member] | September 30 2014 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 50,000 | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Executives And Employees [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 557,475 | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Executives And Employees [Member] | May 31 2015 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Percentage Of Share Based Payment Award Vested In Year One | 50.00% | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Executives And Employees [Member] | May 31 2016 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Percentage Of Share Based Payment Award Vested In Year Two | 50.00% | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Director [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures | 25,000 | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Director [Member] | March 31 2015 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Percentage Of Share Based Payment Award Vested In Year One | 50.00% | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Director [Member] | March 31 2016 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Percentage Of Share Based Payment Award Vested In Year Two | 50.00% | ||||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Employee Stock Option [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 5,000,000 | 2,000,000 | |||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Restricted Stock [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Common Stock, Capital Shares Reserved for Future Issuance | 5,000,000 | 2,000,000 | |||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Restricted Stock [Member] | Management [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 550,000 | 550,000 | |||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Restricted Stock [Member] | Management [Member] | March 31 2015 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 89,500 | 89,500 | |||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Restricted Stock [Member] | Management [Member] | July 1 2015 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 550,000 | 550,000 | |||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Restricted Stock [Member] | Management [Member] | September 30 2015 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 92,000 | 92,000 | |||||||||||||||||||||||
2011 Equity Incentive Plan [Member] | Restricted Stock [Member] | Management [Member] | September 30, 2016 [Member] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award [Line Items] | |||||||||||||||||||||||||
Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number | 91,000 | 91,000 | |||||||||||||||||||||||
[1] | All of the shares of restricted stock in the preceding table were originally granted to employees and directors as restricted stock pursuant to the Plan. The shares reflected above as repurchased shares were relinquished by employees and directors in exchange for the Company’s agreement to pay federal and state and local withholding obligations on behalf of such employees and directors upon the vesting of restricted stock. |
Earnings Per Share (Details)
Earnings Per Share (Details) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Earnings Per Share Basic And Diluted [Line Items] | ||||
Basic | 14,069,419 | 10,830,312 | 11,698,880 | 9,193,101 |
Diluted | 14,069,419 | 10,830,312 | 12,816,674 | 9,791,493 |
Employee Stock Option [Member] | ||||
Earnings Per Share Basic And Diluted [Line Items] | ||||
Effect of exercise of options and Warrants | 0 | 0 | 145,921 | 16,119 |
Warrant [Member] | ||||
Earnings Per Share Basic And Diluted [Line Items] | ||||
Effect of exercise of options and Warrants | 0 | 0 | 971,873 | 582,273 |
Earnings Per Share (Details 1)
Earnings Per Share (Details 1) - shares | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Employee Stock Option [Member] | Warrant [Member] | ||||
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items] | ||||
Stock options and warrants | 750,000 | 1,201,925 | 20,548 | 1,126,925 |
Commitments and Contingencies59
Commitments and Contingencies (Details) | Dec. 31, 2014USD ($) |
Commitments and Contingencies [Line Items] | |
2,015 | $ 827,000 |
2,016 | 809,000 |
2,017 | 880,000 |
2,018 | 906,000 |
2,019 | 989,000 |
Thereafter | 2,248,000 |
Total future noncancelable minimum lease payments | $ 6,659,000 |
Commitments and Contingencies60
Commitments and Contingencies (Details 1) | Dec. 31, 2014USD ($) |
Commitments and Contingencies [Line Items] | |
2,015 | $ 4,210,000 |
2,016 | 3,950,000 |
Thereafter | 3,242,000 |
Total future minimum employment contract payments | $ 11,402,000 |
Commitments and Contingencies61
Commitments and Contingencies (Details Textual) - USD ($) | 12 Months Ended | |
Dec. 31, 2014 | Dec. 31, 2013 | |
Commitments and Contingencies [Line Items] | ||
Lease Expiration Date | Feb. 28, 2022 | |
Operating Leases, Rent Expense | $ 753,000 | $ 708,000 |
Operating Leases, Income Statement, Sublease Revenue | 121,000 | |
Severance Costs | $ 10,000,000 |
Income Tax (Details)
Income Tax (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Current: | ||||
Federal | $ 1,108,000 | $ (101,000) | ||
State and local | 333,000 | (33,000) | ||
Total current | 1,441,000 | (134,000) | ||
Deferred: | ||||
Federal | (1,343,000) | (1,102,000) | ||
State and local | (195,000) | (86,000) | ||
Total deferred | (1,538,000) | (1,188,000) | ||
Total benefit | $ (106,000) | $ (494,000) | $ (97,000) | $ (1,322,000) |
Income Tax (Details 1)
Income Tax (Details 1) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Schedule of Trading Securities and Other Trading Assets [Line Items] | ||||
U.S. statutory federal rate | 34.00% | 34.00% | ||
State and local rate, net of federal tax | (81.71%) | (23.02%) | ||
Gain on reduction of contingent obligation | 385.97% | (444.51%) | ||
Excess compensation deduction | (100.46%) | 39.98% | ||
Deferred tax adjustment | 0.00% | 34.27% | ||
Foreign tax credits | 99.26% | 0.00% | ||
Life insurance | (101.67%) | 0.86% | ||
Other permanent differences | (51.87%) | (2.78%) | ||
Income tax benefit | 47.00% | 37.00% | 183.52% | (361.20%) |
Income Tax (Details 2)
Income Tax (Details 2) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Deferred tax assets | |||
Property and equipment | $ 204,000 | $ 117,000 | |
Stock-based compensation | 4,625,000 | 2,738,000 | |
Accrued compensation and other accrued expenses | 548,000 | 280,000 | |
Allowance for doubtful accounts | 17,000 | 16,000 | |
Royalty advances | 68,000 | 156,000 | |
Other | 0 | 18,000 | |
Total deferred tax assets | 5,462,000 | 3,325,000 | |
Deferred tax liabilities | |||
Basis difference arising from discounted note payable | (648,000) | (339,000) | |
Basis difference arising from intangible assets of acquisition | (12,263,000) | (11,974,000) | |
Total deferred tax liabilities | (12,911,000) | (12,313,000) | |
Net deferred tax liabilities | (7,449,000) | (8,988,000) | |
Net current deferred tax asset | $ 633,000 | 633,000 | 49,000 |
Net non-current deferred tax liabilities | $ (7,714,000) | (8,082,000) | (9,037,000) |
Net deferred tax liabilities | $ (7,449,000) | $ (8,988,000) |
Income Tax (Details Textual)
Income Tax (Details Textual) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Taxes [Line Items] | ||||
Gain On Reduction Of Contingent Obligations | $ 600,000 | $ 5,100,000 | ||
Effective Income Tax Rate, Continuing Operations | 47.00% | 37.00% | 183.52% | (361.20%) |
Operating Loss Carryforwards | $ 0 | $ 207,000 | ||
Income Tax Expense (Benefit) | $ (106,000) | $ (494,000) | $ (97,000) | $ (1,322,000) |
Discontinued Operations (Detail
Discontinued Operations (Details) - USD ($) | 3 Months Ended | 12 Months Ended | ||
Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | |
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items] | ||||
Net sales | $ 106,000 | $ 26,000 | $ 560,000 | $ 203,000 |
Cost of sales | (120,000) | (33,000) | (470,000) | (93,000) |
Operating expenses | (175,000) | (191,000) | (1,046,000) | (326,000) |
Depreciation and amortization | 0 | (11,000) | (85,000) | (20,000) |
Loss from disposal of discontinued operations | (164,000) | 0 | (739,000) | 0 |
Income tax benefit | 140,000 | 78,000 | 704,000 | 80,000 |
Loss from discontinued operations, net | $ (213,000) | $ (131,000) | $ (1,076,000) | $ (156,000) |
Loss per share from discontinued operations, net: | ||||
Basic (in dollars per share) | $ (0.09) | $ (0.02) | ||
Diluted (in dollars per share) | $ (0.08) | $ (0.02) | ||
Basic and Diluted (in dollars per share) | $ (0.01) | $ (0.01) | ||
Weighted average shares outstanding: | ||||
Basic (in shares) | 14,069,419 | 10,830,312 | 11,698,880 | 9,193,101 |
Diluted (in shares) | 14,069,419 | 10,830,312 | 12,816,674 | 9,791,493 |
Basic and Diluted (in shares) | 14,069,419 | 10,830,312 |
Discontinued Operations (Deta67
Discontinued Operations (Details 1) - USD ($) | Mar. 31, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Inventory | $ 141,000 | $ 214,000 | $ 70,000 |
Prepaid expenses and other current assets | 58,000 | 63,000 | 33,000 |
Deferred tax asset | 226,000 | 226,000 | 70,000 |
Total current assets | 425,000 | 503,000 | 173,000 |
Property and equipment, net | 0 | 112,000 | 174,000 |
Other long-term assets | 0 | 11,000 | 10,000 |
Total long-term assets | 0 | 123,000 | 184,000 |
Accounts payable and accrued expenses | 180,000 | 157,000 | 51,000 |
Other current liabilities | 81,000 | 61,000 | 0 |
Total liabilities | $ 261,000 | $ 218,000 | $ 51,000 |
Related Party Transactions (Det
Related Party Transactions (Details Textual) - USD ($) | 1 Months Ended | 3 Months Ended | 12 Months Ended | ||||||||
Dec. 22, 2014 | Jun. 05, 2013 | Jul. 10, 2012 | Sep. 29, 2011 | Aug. 02, 2011 | Mar. 31, 2015 | Mar. 31, 2014 | Dec. 31, 2014 | Dec. 31, 2013 | Oct. 04, 2014 | Oct. 04, 2013 | |
Related Party Transaction [Line Items] | |||||||||||
Related Party Transaction, Amounts of Transaction | $ 0 | $ 459,000 | |||||||||
Proceeds from Issuance of Common Stock | 6,000 | 0 | |||||||||
Stock Issued During Period, Value, New Issues | 9,294,000 | 5,000,000 | |||||||||
Private Placement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Perccentage Of Cash Payment | 7.00% | ||||||||||
Young America Capital LLC [Member] | Private Placement [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Issued During Period, Value, New Issues | $ 3,000,000 | ||||||||||
Payments of Stock Issuance Costs | 474,600 | ||||||||||
Todd Slater [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Commission Rate to Related Party | 15.00% | 15.00% | |||||||||
Fees Earned Separate from Buy Out Payment | $ 8,000 | $ 21,000 | 85,000 | 46,000 | |||||||
Related Party Transaction, Amounts of Transaction | $ 163,000 | ||||||||||
Adam Dweck [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Commission Rate to Related Party | 5.00% | ||||||||||
Fees Earned Separate from Buy Out Payment | $ 7,000 | $ 6,000 | $ 25,000 | $ 13,000 | |||||||
Warrants Exercise Price One | $ 5 | ||||||||||
Related Party Transaction Amounts Of Transaction One | $ 500,000 | ||||||||||
Warrants Issued To Purchase Common Stock Two | 12,500 | 2,500 | 25,000 | ||||||||
Warrants Exercise Price Two | $ 5 | $ 5 | |||||||||
Related Party Transaction Amounts Of Transaction Two | $ 1,000,000 | ||||||||||
Warrants Issued To Purchase Common Stock Three | 25,000 | ||||||||||
Related Party Transaction Amounts Of Transaction Three | $ 2,000,000 | ||||||||||
Warrant Vested During First Milestone | 12,500 | 12,500 | |||||||||
Warrant Vested During Second Milestone | 12,500 | 12,500 | |||||||||
Warrant Issued To Purchase Common Stock | $ 2,500 | ||||||||||
Accumulated Royalties One | 500,000 | ||||||||||
Accumulated Royalties Two | $ 1,000,000 | ||||||||||
Investment Warrants Expiration Date | Aug. 2, 2016 | ||||||||||
Threadstone Advisors, LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Fees Earned Separate from Buy Out Payment | $ 280,000 | ||||||||||
Proceeds from Issuance Initial Public Offering | $ 4,000,000 | ||||||||||
Equity Method Investment, Ownership Percentage | 5.00% | ||||||||||
DiSanto Trust [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Stock Issued During Period, Shares, Common Stock | 285,715 | ||||||||||
Stock Issued During Period, Shares, Purchase Of Warrants | 62,500 | ||||||||||
Proceeds from Issuance of Common Stock | $ 1,000,000 | ||||||||||
Director [Member] | Young America Capital LLC [Member] | |||||||||||
Related Party Transaction [Line Items] | |||||||||||
Payments of Stock Issuance Costs | $ 439,005 |
Subsequent Events (Details Text
Subsequent Events (Details Textual) - USD ($) | May. 14, 2015 | Apr. 21, 2015 | Feb. 20, 2015 | Jun. 30, 2015 | Mar. 31, 2015 | Mar. 31, 2014 | Jun. 30, 2015 | Dec. 31, 2014 | Dec. 31, 2013 |
Subsequent Event [Line Items] | |||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 19,000,000 | $ 13,000,000 | |||||||
Repayments of Long-term Debt, Total | $ 1,000,000 | $ 0 | 250,000 | 13,500,000 | |||||
Debt Conversion, Converted Instrument, Amount | 2,400,000 | ||||||||
Gains (Losses) on Extinguishment of Debt | $ (611,000) | $ 0 | $ 0 | $ (1,351,000) | |||||
Ms. Ripka Seller Note One [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 2,400,000 | ||||||||
Ms. Ripka Seller Note Two [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Issuance of Long-term Debt, Total | 600,000 | ||||||||
Subsequent Event [Member] | Ms. Ripka Seller Note One [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Issuance of Long-term Debt, Total | $ 2,400,000 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 266,667 | ||||||||
Debt Conversion, Original Debt, Amount | $ 2,400,000 | ||||||||
Subsequent Event [Member] | Ms. Ripka Seller Note Two [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Proceeds from Issuance of Long-term Debt, Total | 600,000 | ||||||||
Debt Instrument, Periodic Payment | $ 75,000 | ||||||||
Debt Instrument, Frequency of Periodic Payment | Seller Note shall accelerate to be payable in eight equal quarterly installments | ||||||||
Debt Instrument, Date of First Required Payment | Mar. 31, 2015 | ||||||||
Subsequent Event [Member] | Ripka Seller Notes [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Repayments of Long-term Debt, Total | $ 3,000,000 | ||||||||
Debt Conversion, Converted Instrument, Shares Issued | 333,334 | ||||||||
Prepayment Of Long Term Debt Fair Value | $ 2,240,000 | ||||||||
Long-term Debt, Fair Value | 3,000,000 | ||||||||
Debt Conversion, Converted Instrument, Amount | $ 3,000,000 | ||||||||
Gains (Losses) on Extinguishment of Debt | $ 760,000 | $ 760,000 | |||||||
Debt Instrument, Maturity Date | Mar. 31, 2019 | ||||||||
Subsequent Event [Member] | Jonestexasinc [Member] | |||||||||
Subsequent Event [Line Items] | |||||||||
Professional Fees | $ 25,000 |