Document and Entity Information
Document and Entity Information - shares | 6 Months Ended | |
Jun. 30, 2020 | Aug. 07, 2020 | |
Document And Entity Information [Abstract] | ||
Document Type | 10-Q | |
Document Period End Date | Jun. 30, 2020 | |
Entity Registrant Name | XCel Brands, Inc. | |
Entity Filer Category | Non-accelerated Filer | |
Entity Current Reporting Status | Yes | |
Entity Interactive Data Current | Yes | |
Entity Small Business | true | |
Entity Emerging Growth Company | false | |
Entity Shell Company | false | |
Entity Common Stock, Shares Outstanding | 19,231,040 | |
Amendment Flag | false | |
Entity Central Index Key | 0001083220 | |
Document Fiscal Year Focus | 2020 | |
Document Fiscal Period Focus | Q2 | |
Current Fiscal Year End Date | --12-31 |
Condensed Consolidated Balance
Condensed Consolidated Balance Sheets - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Current Assets: | ||
Cash and cash equivalents | $ 5,461 | $ 4,641 |
Accounts receivable, net | 6,543 | 10,622 |
Inventory | 866 | 899 |
Prepaid expenses and other current assets | 1,775 | 1,404 |
Total current assets | 14,645 | 17,566 |
Property and equipment, net | 3,866 | 3,666 |
Operating lease right-of-use assets | 8,569 | 9,250 |
Trademarks and other intangibles, net | 108,815 | 111,095 |
Restricted cash | 1,109 | 1,109 |
Other assets | 494 | 505 |
Total non-current assets | 122,853 | 125,625 |
Total Assets | 137,498 | 143,191 |
Current Liabilities: | ||
Accounts payable, accrued expenses and other current liabilities | 2,722 | 4,391 |
Accrued payroll | 527 | 1,444 |
Current portion of operating lease obligation | 1,873 | 1,752 |
Current portion of long-term debt | 2,900 | 2,250 |
Total current liabilities | 8,022 | 9,837 |
Long-Term Liabilities: | ||
Long-term portion of operating lease obligation | 8,789 | 9,773 |
Long-term debt, less current portion | 15,231 | 16,571 |
Contingent obligation | 900 | 900 |
Deferred tax liabilities, net | 7,310 | 7,434 |
Other long-term liabilities | 224 | 224 |
Total long-term liabilities | 32,454 | 34,902 |
Total Liabilities | 40,476 | 44,739 |
Commitments and Contingencies | ||
Equity: | ||
Preferred stock, $.001 par value, 1,000,000 shares authorized, none issued and outstanding | 0 | 0 |
Common stock, $.001 par value, 50,000,000 shares authorized, and 19,231,040 and 18,866,417 shares issued and outstanding at June 30, 2020 and December 31, 2019, respectively | 19 | 19 |
Paid-in capital | 102,180 | 101,736 |
Accumulated deficit | (5,764) | (3,659) |
Total Xcel Brands, Inc. stockholders' equity | 96,435 | 98,096 |
Noncontrolling interest | 587 | 356 |
Total Equity | 97,022 | 98,452 |
Total Liabilities and Equity | $ 137,498 | $ 143,191 |
Condensed Consolidated Balanc_2
Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares | Jun. 30, 2020 | Dec. 31, 2019 |
Statement of Financial Position [Abstract] | ||
Preferred stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Preferred stock, shares authorized (in shares) | 1,000,000 | 1,000,000 |
Preferred stock, shares issued (in shares) | 0 | 0 |
Preferred stock, shares outstanding (in shares) | 0 | 0 |
Common stock, par value (in dollars per share) | $ 0.001 | $ 0.001 |
Common stock, shares authorized (in shares) | 50,000,000 | 50,000,000 |
Common stock, shares issued (in shares) | 19,231,040 | 18,866,417 |
Common stock, shares outstanding (in shares) | 19,231,040 | 18,866,417 |
Condensed Consolidated Statemen
Condensed Consolidated Statements of Operations - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Revenues | ||||
Net revenue | $ 5,050 | $ 9,138 | $ 14,577 | $ 19,439 |
Cost of goods sold (sales) | 253 | 1,767 | 2,653 | 3,599 |
Gross profit | 4,797 | 7,371 | 11,924 | 15,840 |
Operating costs and expenses | ||||
Salaries, benefits and employment taxes | 2,882 | 3,848 | 6,830 | 7,993 |
Other design and marketing costs | 638 | 797 | 1,630 | 1,555 |
Other selling, general and administrative expenses | 1,627 | 1,173 | 3,364 | 2,763 |
Stock-based compensation | 488 | 135 | 731 | 482 |
Depreciation and amortization | 1,329 | 1,000 | 2,632 | 1,948 |
Government assistance - Paycheck Protection Program | (1,640) | (1,640) | ||
Property and equipment impairment | 82 | 82 | ||
Total operating costs and expenses | 5,406 | 6,953 | 13,629 | 14,741 |
Other Income | ||||
Gain on reduction of contingent obligation | 2,850 | 2,850 | ||
Total other income | 2,850 | 2,850 | ||
Operating (loss) income | (609) | 3,268 | (1,705) | 3,949 |
Interest and finance expense | ||||
Interest expense and other finance charges | 299 | 348 | 593 | 638 |
Loss on extinguishment of debt | 0 | 0 | 0 | 189 |
Total interest and finance expense | 299 | 348 | 593 | 827 |
(Loss) income before income taxes | (908) | 2,920 | (2,298) | 3,122 |
Income tax provision (benefit) | 428 | 1,068 | (124) | 1,143 |
Net (loss) income | (1,336) | 1,852 | (2,174) | 1,979 |
Less: Net loss attributable to noncontrolling interest | (36) | (69) | ||
Net (loss) income attributable to Xcel Brands, Inc. stockholders | $ (1,300) | $ 1,852 | $ (2,105) | $ 1,979 |
(Loss) earnings per share attributable to Xcel Brands, Inc. common stockholders: | ||||
Basic net (loss) income per share: | $ (0.07) | $ 0.10 | $ (0.11) | $ 0.11 |
Diluted net (loss) income per share: | $ (0.07) | $ 0.10 | $ (0.11) | $ 0.11 |
Weighted average number of common shares outstanding: | ||||
Basic weighted average common shares outstanding | 19,132,244 | 18,976,394 | 19,001,321 | 18,770,378 |
Diluted weighted average common shares outstanding | 19,132,244 | 18,977,051 | 19,001,321 | 18,771,053 |
Net licensing revenue [Member] | ||||
Revenues | ||||
Net revenue | $ 4,501 | $ 6,803 | $ 10,142 | $ 14,666 |
Net sales revenue [Member] | ||||
Revenues | ||||
Net revenue | $ 549 | $ 2,335 | $ 4,435 | $ 4,773 |
Condensed Consolidated Statem_2
Condensed Consolidated Statements of Stockholders' Equity - USD ($) $ in Thousands | Common Stock | Paid-In Capital [Member] | Retained Earnings (Accumulated Deficit) [Member] | Noncontrolling Interest [Member] | Total |
Balances at Dec. 31, 2018 | $ 18 | $ 100,097 | $ (233) | $ 99,882 | |
Balances (in shares) at Dec. 31, 2018 | 18,138,616 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Issuance of common stock in connection with the acquisition of Halston Heritage (in shares) | 777,778 | ||||
Issuance of common stock in connection with the acquisition of Halston Heritage | $ 1 | 1,057 | 1,058 | ||
Compensation expense in connection with stock options and restricted stock | 347 | 347 | |||
Net (loss) income | 127 | 127 | |||
Balances at Mar. 31, 2019 | $ 19 | 101,501 | (106) | 101,414 | |
Balances (in shares) at Mar. 31, 2019 | 18,916,394 | ||||
Balances at Dec. 31, 2018 | $ 18 | 100,097 | (233) | 99,882 | |
Balances (in shares) at Dec. 31, 2018 | 18,138,616 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Net (loss) income | 1,979 | ||||
Balances at Jun. 30, 2019 | $ 19 | 101,636 | 1,746 | 103,401 | |
Balances (in shares) at Jun. 30, 2019 | 18,976,394 | ||||
Balances at Mar. 31, 2019 | $ 19 | 101,501 | (106) | 101,414 | |
Balances (in shares) at Mar. 31, 2019 | 18,916,394 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Compensation expense in connection with stock options and restricted stock | 135 | 135 | |||
Shares issued to employees in connection with restricted stock grants (in shares) | 60,000 | ||||
Net (loss) income | 1,852 | 1,852 | |||
Balances at Jun. 30, 2019 | $ 19 | 101,636 | 1,746 | 103,401 | |
Balances (in shares) at Jun. 30, 2019 | 18,976,394 | ||||
Balances at Dec. 31, 2019 | $ 19 | 101,736 | (3,659) | $ 356 | 98,452 |
Balances (in shares) at Dec. 31, 2019 | 18,866,417 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Compensation expense in connection with stock options and restricted stock | 91 | 91 | |||
Shares issued to executive in connection with stock grants for bonus payments | 220 | 220 | |||
Shares issued to executive in connection with stock grants for bonus payments (in shares) | 336,700 | ||||
Shares repurchased from executives and employees in exchange for withholding taxes (in shares) | (155,556) | ||||
Shares repurchased from executives and employees in exchange for withholding taxes | (102) | (102) | |||
Net (loss) income | (805) | (33) | (838) | ||
Balances at Mar. 31, 2020 | $ 19 | 101,945 | (4,464) | 323 | 97,823 |
Balances (in shares) at Mar. 31, 2020 | 19,047,561 | ||||
Balances at Dec. 31, 2019 | $ 19 | 101,736 | (3,659) | 356 | 98,452 |
Balances (in shares) at Dec. 31, 2019 | 18,866,417 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Additional investment in Longaberger Licensing, LLC by non-controlling interest | 300 | ||||
Net (loss) income | (2,174) | ||||
Balances at Jun. 30, 2020 | $ 19 | 102,180 | (5,764) | 587 | 97,022 |
Balances (in shares) at Jun. 30, 2020 | 19,231,040 | ||||
Balances at Mar. 31, 2020 | $ 19 | 101,945 | (4,464) | 323 | 97,823 |
Balances (in shares) at Mar. 31, 2020 | 19,047,561 | ||||
Increase (Decrease) in Stockholders' Equity [Roll Forward] | |||||
Compensation expense in connection with stock options and restricted stock | 55 | 55 | |||
Shares issued to employees in connection with stock grants (in shares) | 270,728 | ||||
Shares issued to employees in connection with stock grants | 265 | 265 | |||
Shares repurchased from executives and employees in exchange for withholding taxes (in shares) | (87,249) | ||||
Shares repurchased from executives and employees in exchange for withholding taxes | (85) | (85) | |||
Additional investment in Longaberger Licensing, LLC by non-controlling interest | 300 | 300 | |||
Net (loss) income | (1,300) | (36) | (1,336) | ||
Balances at Jun. 30, 2020 | $ 19 | $ 102,180 | $ (5,764) | $ 587 | $ 97,022 |
Balances (in shares) at Jun. 30, 2020 | 19,231,040 |
Condensed Consolidated Statem_3
Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Cash flows from operating activities | ||||
Net (loss) income | $ (1,336) | $ 1,852 | $ (2,174) | $ 1,979 |
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | ||||
Depreciation and amortization expense | 1,329 | 1,000 | 2,632 | 1,948 |
Property and equipment impairment | 82 | 82 | ||
Amortization of deferred finance costs | 50 | 79 | ||
Stock-based compensation | 488 | 135 | 731 | 482 |
Amortization of note discount | 16 | |||
Allowance for doubtful accounts | 472 | 0 | 683 | (144) |
Loss on extinguishment of debt | 0 | 0 | 0 | 189 |
Deferred income tax (benefit) provision | (124) | 1,143 | ||
Gain on reduction of contingent obligation | (2,850) | (2,850) | ||
Changes in operating assets and liabilities: | ||||
Accounts receivable | 3,396 | 2,289 | ||
Inventory | 33 | 1,113 | ||
Prepaid expenses and other assets | (59) | (293) | ||
Accounts payable, accrued expenses and other current liabilities | (2,688) | (3,532) | ||
Cash paid in excess of rent expense | (181) | (244) | ||
Other liabilities | (196) | |||
Net cash provided by operating activities | 2,381 | 1,979 | ||
Cash flows from investing activities | ||||
Cash consideration for acquisition of Halston Heritage assets | 0 | (8,830) | ||
Purchase of property and equipment | (634) | (557) | ||
Net cash used in investing activities | (634) | (9,387) | ||
Cash flows from financing activities | ||||
Shares repurchased including vested restricted stock in exchange for withholding taxes | (187) | |||
Payment of deferred finance costs | 0 | (289) | ||
Proceeds from long-term debt | 10 | 7,500 | ||
Payment of long-term debt | (750) | (2,742) | ||
Net cash (used in) provided by financing activities | (927) | 4,469 | ||
Net increase (decrease) in cash, cash equivalents, and restricted cash | 820 | (2,939) | ||
Cash, cash equivalents, and restricted cash at beginning of period | 5,750 | 10,319 | ||
Cash, cash equivalents, and restricted cash at end of period | 6,570 | 7,380 | 6,570 | 7,380 |
Reconciliation to amounts on consolidated balance sheets: | ||||
Cash and cash equivalents | 5,461 | 6,271 | 5,461 | 6,271 |
Restricted cash | 1,109 | 1,109 | 1,109 | 1,109 |
Total cash, cash equivalents, and restricted cash | 6,570 | $ 7,380 | 6,570 | 7,380 |
Supplemental disclosure of non-cash activities: | ||||
Operating lease right-of-use asset | 0 | 10,409 | ||
Operating lease obligation | 0 | 13,210 | ||
Accrued rent offset to operating lease right-of-use assets | 0 | 2,801 | ||
Settlement of seller note through offset to receivable | 600 | |||
Settlement of contingent obligation through offset to note receivable | 100 | |||
Issuance of common stock in connection with Halston Heritage assets acquisition | 0 | 1,058 | ||
Contingent obligation related to acquisition of Halston Heritage assets at fair value | 0 | 900 | ||
Liability for equity-based bonuses | 100 | |||
Amount due from non-controlling interest for capital contribution | $ 300 | 300 | ||
Supplemental disclosure of cash flow information: | ||||
Cash paid during the period for income taxes | 47 | 18 | ||
Cash paid during the period for interest | $ 811 | $ 784 |
Nature of Operations, Backgroun
Nature of Operations, Background, and Basis of Presentation | 6 Months Ended |
Jun. 30, 2020 | |
Nature of Operations, Background, and Basis of Presentation [Abstract] | |
Nature of Operations, Background, and Basis of Presentation | 1. Nature of Operations, Background, and Basis of Presentation The accompanying condensed consolidated balance sheet as of December 31, 2019 (which has been derived from audited financial statements) and the unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the instructions to Form 10‑Q and Article 8 of Regulation S-X promulgated by the United States Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements were prepared following the same policies and procedures used in the preparation of the audited consolidated financial statements and reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the results of operations, financial position, and cash flows of Xcel Brands, Inc. and its subsidiaries (the “Company” or "Xcel"). The results of operations for the interim periods presented herein are not necessarily indicative of the results for the entire fiscal year or for any future interim periods. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10‑K for the year ended December 31, 2019, as filed with the SEC on April 14, 2020. The Company is a media and consumer products company engaged in the design, production, marketing, wholesale distribution, and direct-to-consumer sales of branded apparel, footwear, accessories, jewelry, home goods and other consumer products, and the acquisition of dynamic consumer lifestyle brands. The Company has developed a design, production, and supply chain capability driven by its proprietary integrated technology platform. Currently, the Company’s brand portfolio consists of the Isaac Mizrahi brands (the "Isaac Mizrahi Brand"), the Judith Ripka brands (the "Ripka Brand"), the Halston brands (the "Halston Brands"), the C Wonder brands (the "C Wonder Brand"), and other proprietary brands. The Company also manages the Longaberger brand (“the Longaberger Brand”) through its 50% ownership interest in Longaberger Licensing, LLC. The Company designs, produces, markets, and distributes products, and in certain cases, licenses its brands to third parties, and generates licensing fees. The Company and its licensees distribute through a ubiquitous-channel retail sales strategy, which includes distribution through interactive television, the internet, and traditional brick-and-mortar retail channels. Recently Adopted Accounting Pronouncements The Company adopted Accounting Standards Update ("ASU") No. 2018‑13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” effective January 1, 2020. This ASU adds, modifies, and removes several disclosure requirements relative to the three levels of inputs used to measure fair value in accordance with Topic 820, “Fair Value Measurement.” The adoption of this new guidance did not have any impact on the Company’s results of operations, cash flows, and financial condition. |
Trademarks and Other Intangible
Trademarks and Other Intangibles | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Trademarks and Other Intangibles | 2. Trademarks and Other Intangibles Trademarks and other intangibles, net consist of the following: Weighted Average June 30, 2020 Amortization Gross Carrying Accumulated Net Carrying ($ in thousands) Period Amount Amortization Amount Trademarks (indefinite-lived) n/a $ 44,500 $ — $ 44,500 Trademarks (finite-lived) 15 years 34,613 5,714 28,899 Trademarks (finite-lived) 18 years 38,194 3,129 35,065 Other intellectual property 7 years 762 482 280 Copyrights and other intellectual property 10 years 190 119 71 Total $ 118,259 $ 9,444 $ 108,815 Weighted Average December 31, 2019 Amortization Gross Carrying Accumulated Net Carrying ($ in thousands) Period Amount Amortization Amount Trademarks (indefinite-lived) n/a $ 62,900 $ — $ 62,900 Trademarks (finite-lived) 15 years 16,213 4,560 11,653 Trademarks (finite-lived) 18 years 38,194 2,067 36,127 Other intellectual property 7 years 762 428 334 Copyrights and other intellectual property 10 years 190 109 81 Total $ 118,259 $ 7,164 $ 111,095 Amortization expense for intangible assets was approximately $1.14 million for the three-month period ended June 30, 2020 (the "current quarter") and was approximately $0.83 million for the three-month period ended June 30, 2019 (the "prior year quarter"). Amortization expense for intangible assets was approximately $2.28 million for the six-month period ended June 30, 2020 (the “current six months”) and was approximately $1.60 million for the six-month period ended June 30, 2019 (the “prior year six months”). Effective January 1, 2020, the Company determined that the Ripka Brand, inclusive of all its trademarks, has a finite life of 15 years, and is amortized on a straight-line basis accordingly. Prior to January 1, 2020, the Ripka Brand trademarks were considered indefinite-lived assets. The trademarks related to the Isaac Mizrahi Brand have been determined to have indefinite useful lives and, accordingly, no amortization has been recorded for these assets. |
Significant Contracts
Significant Contracts | 6 Months Ended |
Jun. 30, 2020 | |
Significant Contracts [Abstract] | |
Significant Contracts | 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. · Total revenues from QVC totaled $4.04 million and $5.94 million for the current and prior year quarter, respectively, representing approximately 81% and 65% of the Company’s total net revenues for the current and prior year quarter, respectively. · Total revenues from QVC totaled $8.74 million and $12.77 million for the current and prior year six months, respectively, representing approximately 60% and 66% of the Company’s total net revenues for the current and prior year six months, respectively. · As of June 30, 2020 and December 31, 2019, the Company had receivables from QVC of $3.94 million and $4.33 million, respectively, representing approximately 60% and 41% of the Company’s total receivables, respectively. |
Allowance for Doubtful Accounts
Allowance for Doubtful Accounts | 6 Months Ended |
Jun. 30, 2020 | |
Credit Loss [Abstract] | |
Allowance for Doubtful Accounts | 4. Allowance for Doubtful Accounts Accounts receivable are presented on the Company’s condensed consolidated balance sheets net of allowances of $793,000 and $155,000 as of June 30, 2020 and December 31, 2019, respectively. The Company recognized bad debt expense of $472,000 and $0 for the current quarter and prior year quarter, respectively, and recognized bad debt expense of $683,000 and $(144,000) for the current six months and prior year six months, respectively. Included within these amounts, the current quarter and current six months reflect $472,000 and $586,000, respectively, of bad debt expense related to the bankruptcy of a large retail customer due to the novel coronavirus disease pandemic. The total allowance of $586,000 against such customer’s outstanding receivable balance of $1,172,000 million at June 30, 2020 represents management’s best estimate of collectibility, based on information currently available. |
Leases
Leases | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Leases | 5. Leases The Company has operating leases for its current office, former office, and certain equipment with a term of 12 months or less. The Company’s office leases have remaining lease terms of approximately 2 years to 8 years. Under GAAP, a lessee is generally required to recognize a liability for its obligation to make future lease payments (the lease liability) and a right-of-use (“ROU”) asset representing its right to use the underlying leased asset for the lease term. The Company determines if an arrangement is a lease at inception. Operating leases are recorded in operating lease ROU assets, current portion of operating lease liabilities, and long-term operating lease liabilities on the Company’s condensed consolidated balance sheets. The Company does not recognize lease liabilities and ROU assets for lease terms of 12 months or less, but recognizes such lease payments in net income on a straight-line basis over the lease terms. Operating lease ROU assets and lease liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most of the Company’s leases do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term. For the current and prior year quarter, lease expense included in selling, general and administrative expenses on the Company’s unaudited condensed consolidated statements of operations was $0.4 million. For the current and prior year six months, lease expense included in selling, general and administrative expenses on the Company’s unaudited condensed consolidated statements of operations was $0.8 million. As of June 30, 2020, the weighted average remaining operating lease term was 6.4 years and the weighted average discount rate for operating leases was 6.3%. Cash paid for amounts included in the measurement of operating lease liabilities was $0.6 million in the prior year quarter, $0.6 million in the current six months, and $1.2 million in the prior year six months. No such cash payments for operating lease liabilities were made during the current quarter, and the $0.6 million amount of such payments due to lessors are recorded as accounts payable in the Company’s unaudited condensed consolidated balance sheet at June 30, 2020. The Company intends to settle or otherwise satisfy such obligations in subsequent periods. As of June 30, 2020, the maturities of lease liabilities, excluding the aforementioned amounts reflected as accounts payable, were as follows: ($ in thousands) Remainder of 2020 $ 2021 2022 2023 2024 After 2024 Total lease payments Less: Discount Present value of lease liabilities Current portion of lease liabilities Non-current portion of lease liabilities $ |
Debt
Debt | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Debt | 6. Debt The Company’s net carrying amount of debt was comprised of the following: June 30, December 31, ($ in thousands) 2020 2019 Xcel Term Loan $ 18,250 $ 19,000 Unamortized deferred finance costs related to term loan (129) (179) Economic Injury Disaster Loan 10 — Total 18,131 18,821 Current portion of long-term debt 2,900 2,250 Long-term debt $ 15,231 $ 16,571 Xcel Term Loan On February 11, 2019, the Company entered into an amended loan agreement with Bank Hapoalim B.M. (“BHI”), which amended and restated the prior Xcel Term Loan. Immediately prior to February 11, 2019, the aggregate principal amount of the prior Xcel Term Loan was $14.5 million. Pursuant to the Xcel Term Loan agreement, the Lenders extended to Xcel an additional term loan in the amount of $7.5 million, such that, as of February 11, 2019, the aggregate outstanding balance of all the term loans extended by BHI to Xcel was $22.0 million, which amount was divided under the Xcel Term Loan agreement into two term loans: (1) a term loan in the amount of $7.3 million (“Term Loan A”) and (2) a term loan in the amount of $14.7 million (“Term Loan B” and, together with Term Loan A, the “Term Loans”). The terms and conditions of the Xcel Term Loan resulted in significantly different debt service payment requirements compared with the prior term debt with BHI. Management assessed and determined that this amendment resulted in a loss on extinguishment of debt and recognized a loss of $0.2 million (consisting of unamortized deferred finance costs) during the prior year quarter. Upon entering into the Xcel Term Loan, Xcel paid an upfront fee in the amount of $0.09 million to BHI. The Xcel Term Loan also allows that BHI and any other lender party to the Xcel Term Loan (collectively, the “Lenders”) can provide to Xcel a revolving loan facility and a letter of credit facility, the terms of each of which shall be agreed to by Xcel and the Lenders. Amounts advanced under the revolving loan facility (the “Revolving Loans”) will be used for the purpose of consummating acquisitions by Xcel or its subsidiaries that are or become parties to the Xcel Term Loan. Xcel will have the right to convert Revolving Loans to incremental term loans (the “Incremental Term Loans”) in minimum amounts of $5.0 million. The Company has not drawn down any funds under either the revolving loan facility or letter of credit facility. On April 13, 2020, the Company amended its Second Amended and Restated Loan and Security Agreement with BHI. Under this amendment, the quarterly installment payment due March 31, 2020 was deferred, and the amounts of the quarterly installment payments due throughout the remainder of 2020 were reduced, while the amount of principal to be repaid through variable payments based on excess cash flow was increased. In addition, there were multiple changes and waivers to the various financial covenants. Further, this amendment permitted Xcel to incur unsecured debt through the Paycheck Protection Program (“PPP”) under the Coronavirus Aid, Relief, and Economic Security Act (“CARES Act”), and excludes any associated PPP debt and debt service from the covenant calculations. There were no changes to the total principal balance, interest rate, or maturity date. On August 18, 2020, the Company further amended its Second Amended and Restated Loan and Security Agreement with BHI. Under this amendment, the amounts of the quarterly installment payments due throughout 2021 were reduced, and the amount of principal to be repaid through variable payments based on excess cash flow was increased. In addition, there were multiple changes and waivers to the various financial covenants. There were no changes to the total principal balance, interest rate, or maturity date. The Term Loans mature on December 31, 2023; Incremental Term Loans shall mature on the date set forth in the applicable term note; and Revolving Loans and the letter of credit facility shall mature on such date as agreed upon by Xcel and the Lenders. Any letter of credit issued under Xcel Term Loan shall terminate no later than one year following the date of issuance thereof. The remaining principal balance of the Xcel Term Loan, as amended, outstanding at June 30, 2020 is payable in fixed installments as set forth in the following table, plus the variable payments as described below: ($ in thousands) Installment Payment Dates Amount September 30, 2020 and December 31, 2020 $ 750 March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021 $ 700 March 31, 2022, June 30, 2022, September 30, 2022, and December 31, 2022 $ 1,125 March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023 $ 1,250 In addition to the fixed installments outlined above, commencing with the fiscal quarter ended March 31, 2021, the Company is required to repay a portion of the Xcel Term Loan in an amount equal to 50% of the excess cash flow for the fiscal quarter, provided that no early termination fee shall be payable with respect to any such payment. Excess cash flow means, for any period, cash flow from operations (before certain permitted distributions) less (i) capital expenditures not made through the incurrence of indebtedness, (ii) all cash principal paid or payable during such period, and (iii) all dividends declared and paid (or which could have been declared and paid) during such period to equity holders of any credit party treated as a disregarded entity for tax purposes. To the extent that the cumulative amount of such variable repayments made is less than $4.45 million as of March 31, 2022, any such shortfall must be repaid at that date. Thus, the aggregate remaining annual scheduled principal payments under the Xcel Term Loan are as follows: Amount of ($ in thousands) Principal Year Ending December 31, Payment 2020 $ 1,500 2021 2,800 2022 8,950 2023 5,000 Total $ 18,250 Xcel has the right to prepay the Term Loans, Incremental Term Loans, Revolving Loans, and obligations with respect to letters of credit and accrued and unpaid interest thereon and to terminate the Lenders’ obligations to make Revolving Loans and issue letters of credit; provided that any prepayment of less than all of the outstanding balances of the Term Loans and Incremental Term Loans shall be applied to the remaining amounts due in inverse order of maturity. If any Term Loan or any Incremental Term Loan is prepaid on or prior to the third anniversary of the Closing Date (including as a result of an event of default), Xcel shall pay an early termination fee as follows: an amount equal to the principal amount of the Term Loan or Incremental Term Loan, as applicable, being prepaid, multiplied by: (i) two percent (2.00%) if any of Term Loan B or any Incremental Term Loan is prepaid on or before the second anniversary of the later of the Closing Date or the date such Incremental Term Loan was made, as applicable; (ii) one percent (1.00%) if any of Term Loan A is prepaid on or before the second anniversary of the Closing Date; (iii) one percent (1.00%) if any of Term Loan B or any Incremental Term Loan is prepaid after the second anniversary of the later of the Closing Date or such Incremental Term Loan was made, as applicable, but on or before the third anniversary of such date; (iv) one-half of one percent (0.50%) if any of Term Loan A is prepaid after the second anniversary of the Closing Date, but on or before the third anniversary of such date; or (v) zero percent (0.00%) if any Term Loan or any Incremental Term Loan is prepaid after the third anniversary of the later of the Closing Date or the date such Incremental Term Loan was made, as applicable. Notwithstanding the above, Xcel may make a voluntary prepayment of up to $0.75 million without any early termination fees. Any such prepayment would be applied against the April 30, 2021 fixed installment payment and would be excluded from the computation of excess cash flows. Xcel’s obligations under the Xcel Term Loan are guaranteed by and secured by all of the assets of Xcel and its wholly owned subsidiaries, as well as any subsidiary formed or acquired that becomes a credit party to the Xcel Term Loan agreement (the “Guarantors”) and, subject to certain limitations contained in Xcel Term Loan, equity interests of the Guarantors. Xcel also granted the Lenders a right of first offer to finance any acquisition for which the consideration will be paid other than by cash of Xcel or by the issuance of equity interest of Xcel. Interest on Term Loan A accrues at a fixed rate of 5.1% per annum and is payable on each day on which the scheduled principal payments on Term Loans are required to be made. Interest on Term Loan B accrues at a fixed rate of 6.25% per annum and is payable on each day on which the scheduled principal payments on Term Loans are required to be made. Interest on the Revolving Loans will accrue at either the Base Rate or LIBOR, as elected by Xcel, plus a margin to be agreed to by Xcel and the Lenders and will be payable on the first day of each month. Base Rate is defined in the Xcel Term Loan agreement as the greater of (a) BHI’s stated prime rate or (b) 2.00% per annum plus the overnight federal funds rate published by the Federal Reserve Bank of New York. Interest on the Incremental Term Loans will accrue at rates to be agreed to by Xcel and the Lenders and will be payable on each day on which the scheduled principal payments under the applicable note are required to be made. The Xcel Term Loan contains customary covenants, including reporting requirements, trademark preservation, and the following financial covenants of Xcel (on a consolidated basis with Xcel and the Guarantors under the Second Amended and Restated Loan and Security Agreement): · net worth of at least $90.0 million at the end of each fiscal quarter; · liquid assets of at least $3.0 million through December 31, 2020, at least $2.5 million for the fiscal quarters ending March 31, 2021 through September 30, 2021, at least $3.0 million for the fiscal quarter ending December 31, 2021, and at least $5.0 million thereafter; · EBITDA shall not be less than $5.0 million for the twelve fiscal month period ended March 31, 2020, $4.8 million for the twelve fiscal month period ending June 30, 2020, and $5.0 million for the twelve month fiscal period ending September 30, 2020; · the fixed charge coverage ratio for the twelve fiscal month period ending at the end of each fiscal quarter shall not be less than the ratio set forth below: Fiscal Quarter End Fixed Charge Coverage Ratio December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021 1.25 to 1.00 March 31, 2022, and thereafter 1.10 to 1.00 · capital expenditures (excluding any capitalized compensation costs) shall not exceed $1.6 million for the fiscal year ending December 31, 2020, and $0.7 million for any fiscal year beginning after December 31, 2020; and · the leverage ratio for the twelve fiscal month period ending at the end of each fiscal period set forth below shall not exceed the ratio below: Fiscal Period Maximum Leverage Ratio June 30, 2020 4.25 to 1.00 September 30, 2020 4.00 to 1.00 December 31, 2020 3.50 to 1.00 March 31, 2021 3.15 to 1.00 June 30, 2021 3.00 to 1.00 September 30, 2021 2.75 to 1.00 December 31, 2021 2.50 to 1.00 March 31, 2022 and each Fiscal Quarter end thereafter 1.50 to 1.00 The Company was in compliance with all applicable covenants as of June 30, 2020. For the current and prior year quarter, the Company incurred aggregate interest expense related to term loan debt of approximately $285,000 and $326,000, respectively. For the current six months and prior year six months, the Company incurred aggregate interest expense related to term loan debt of approximately $572,000 and $586,000, respectively. The effective interest rate related to term loan debt was approximately 6.6% for the current quarter and current six months, and approximately 6.8% for the prior year quarter and prior year six months. PPP Loan On April 20, 2020, the Company executed a promissory note (the “Promissory Note”) with Bank of America, N.A., which provides for an unsecured loan in the amount of $1.806 million (the “PPP Loan”), pursuant to the PPP under the CARES Act. The PPP Loan has a two-year term and bears interest at a fixed rate of 1.0% per annum. Monthly principal and interest payments are deferred for six months after the date of disbursement. The PPP Loan may be prepaid at any time prior to maturity with no prepayment penalties. The Promissory Note contains events of default and other provisions customary for a loan of this type. The PPP Loan was funded on April 23, 2020. The PPP also provides that the PPP Loan may be partially or wholly forgiven if the funds are used for certain qualifying expenses as described in the CARES Act, and later amended by the Paycheck Protection Program Flexibility Act (the "Flexibility Act") signed into law on June 5, 2020. Such forgiveness will be determined, subject to limitations, based on the use of loan proceeds for payment of payroll costs and any payments of mortgage interest, rent, and utilities. While management believes that it is probable that the PPP Loan will be forgiven in full, no definite assurance can be provided that forgiveness for any portion of the PPP Loan will be obtained. Management's determination that full forgiveness is probable is based on qualification under the Flexibility Act. Management evaluated the legal and contractual terms associated with the PPP Loan, and concluded that, although the legal form of the PPP Loan is debt, the PPP Loan represents in substance a government grant that is expected to be forgiven. Given the lack of definitive authoritative guidance under GAAP for accounting for government grants, the Company analogized to accounting guidance under International Accounting Standard 20, “Accounting for Government Grants and Disclosure of Government Assistance.” Under such guidance, once it is probable that the conditions attached to the assistance will be met, the earnings impact of government grants is recorded on a systematic basis over the periods in which the entity recognizes as expenses the related costs for which the grants are intended to compensate. Accordingly, the Company recognized approximately $1,640,000 as a reduction to operating expenses in the current quarter. The remaining amount of $166,000 as of June 30, 2020 is recorded as a deferred credit within accounts payable, accrued expense and other current liabilities in the accompanying condensed consolidated balance sheets, and will be recognized as a reduction to operating expenses in the quarter ending September 30, 2020. No interest expense related to the PPP Loan has been recorded in the Company’s unaudited condensed consolidated financial statements. Economic Injury Disaster Loan On May 4, 2020, the Company received a $10,000 loan through the U.S. Small Business Administration’s disaster assistance program. This loan has a thirty-year term and bears interest at a fixed rate of 3.75% per annum. |
Stockholders' Equity
Stockholders' Equity | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Stockholders' Equity | 7. Stockholders’ Equity 2011 Equity Incentive Plan The Company’s 2011 Equity Incentive Plan, as amended and restated (the “Plan”), is designed and utilized to enable the Company to provide its employees, officers, directors, consultants, and others whose past, present, and/or potential contributions to the Company have been, are, or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. A total of 13,000,000 shares of common stock are eligible for issuance under the Plan. The Plan provides for the grant of any or all of the following types of awards: stock options, restricted stock, deferred stock, stock appreciation rights, and other stock-based awards. The Plan is administered by the Company’s Board of Directors, or, at the Board’s discretion, a committee of the Board. The Company accounts for stock-based compensation in accordance with ASC Topic 718, “Compensation - Stock Compensation,” by recognizing the fair value of stock-based compensation as an operating expense over the service period of the award or term of the corresponding contract, as applicable. The fair value of options and warrants is estimated on the date of grant using the Black-Scholes option pricing model. The valuation determined by the Black-Scholes option pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The risk-free rate is based on the U.S. Treasury rate for the expected life at the time of grant, volatility is based on the average long-term implied volatilities of peer companies, and expected life is based on the estimated average of the life of options and warrants using the simplified method. The Company utilizes the simplified method to determine the expected life of the options and warrants due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts. Restricted stock awards are valued using the fair value of the Company’s stock at the date of grant. The Company accounts for non-employee awards in accordance with ASU 2018‑07, “Compensation - Stock Compensation (Topic 718) - Improvements to Nonemployee Share-Based Payment Accounting.” Such awards are measured at the grant-date fair value of the equity instruments to be issued, and the Company recognizes compensation cost for grants to non-employees on a straight-line basis over the period of the grant. For stock option awards for which vesting is contingent upon the achievement of certain performance targets, the timing and amount of compensation expense recognized is based upon the Company’s projections and estimates of the relevant performance metric(s) until the time the performance obligation is satisfied. Forfeitures are accounted for as a reduction of compensation cost in the period when such forfeitures occur. Stock Options Options granted under the Plan expire at various times - either five, seven, or ten years from the date of grant, depending on the particular grant. A summary of the Company’s stock options activity for the current six months is as follows: Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (in Years) Value Outstanding at January 1, 2020 7,222,625 $ 3.33 5.82 $ — Granted 443,500 1.47 Canceled — — Exercised — — Expired/Forfeited (126,000) 1.81 Outstanding at June 30, 2020, and expected to vest 7,540,125 $ 3.32 5.31 $ — Exercisable at June 30, 2020 2,939,625 $ 5.04 1.62 $ — On January 1, 2020, the Company granted options to purchase 5,000 shares of stock to a board observer. The exercise price of the options is $4.00 per share, and 50% of the options vest on each of January 1, 2021 and January 1, 2022. On January 31, 2020, the Company granted options to purchase 75,000 shares of stock to a consultant. The exercise price of the options is $1.57 per share, and all options vested immediately on the date of grant. On February 28, 2020, the Company granted options to purchase 50,000 shares of common stock to an employee. The exercise price is $1.40 per share, and the vesting of such options is dependent upon the Company achieving certain 12-month sales targets through December 31, 2021. On March 13, 2020, the Company granted options to purchase 50,000 shares of common stock to a certain key employee. The exercise price of the options is $5.50 per share, and all options vested immediately on the date of grant. On March 31, 2020, the Company granted options to purchase 50,000 shares of common stock to an employee. The exercise price of the options is $0.61 per share, and one-third of the options shall vest on each of March 31, 2021, March 31, 2021, and March 31, 2022. On April 1, 2020, the Company granted options to purchase an aggregate of 200,000 shares of commons stock to non-management directors. The exercise price of the options is $0.50 per share, and 50% of the options shall vest on each of April 1, 2021 and April 1, 2022. On April 15, 2020, the Company granted options to purchase 13,500 shares of common stock to a consultant. The exercise price of the options is $3.00 per share. One-third of the options vested on June 30, 2020, and one-third of the options shall vest on each of September 30, 2020 and December 31, 2020. Compensation expense related to stock options for the current quarter and the prior year quarter was approximately $45,000 and $73,000, respectively. Compensation expense related to stock options for the current six months and prior year six months was approximately $113,000 and $316,000, respectively. Total unrecognized compensation expense related to unvested stock options at June 30, 2020 amounts to approximately $250,000 and is expected to be recognized over a weighted average period of approximately 1.50 years. A summary of the Company’s non-vested stock options activity for the current six months is as follows: Weighted Average Number of Grant Date Options Fair Value Balance at January 1, 2020 4,551,500 $ 0.18 Granted 443,500 0.13 Vested (279,500) 0.68 Forfeited or Canceled (115,000) 0.34 Balance at June 30, 2020 4,600,500 $ 0.14 Warrants Warrants expire at various times - either five or ten years from the date of grant, depending on the particular grant. A summary of the Company’s warrants activity for the current six months is as follows: Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Warrants Price (in Years) Value Outstanding and exercisable at January 1, 2020 579,815 $ 4.63 2.32 $ — Granted — — Canceled — — Exercised — — Expired/Forfeited — — Outstanding and exercisable at June 30, 2020 579,815 $ 4.63 1.81 $ — No compensation expense related to warrants was recognized in the current quarter, current six months, prior year quarter, or prior year six months. Stock Awards A summary of the Company’s restricted stock activity for the current six months is as follows: Weighted Number of Average Restricted Grant Date Shares Fair Value Outstanding at January 1, 2020 1,230,623 $ 4.33 Granted 607,428 0.80 Canceled — — Vested (1,057,218) 2.47 Expired/Forfeited — — Outstanding at June 30, 2020 780,833 $ 4.09 On March 30, 2020, the Company issued 336,700 shares of stock to a member of senior management as payment for a performance bonus earned in 2019. These shares vested immediately. On May 20, 2020, the Company issued an aggregate of 270,728 shares of stock to its employees. These shares vested immediately. The Company recognized approximately $265,000 of compensation expense in the current quarter and current six months related to this grant. Compensation expense related to restricted stock grants for the current and prior year quarter was approximately $10,000 and $104,000, respectively. Compensation expense related to restricted stock grants for the current six months and prior year six months was approximately $33,000 and $166,000, respectively. Total unrecognized compensation expense related to unvested restricted stock grants at June 30, 2020 amounts to approximately $32,000 and is expected to be recognized over a weighted average period of approximately 0.75 years. The Company also recognized approximately $168,000 and $320,000 of compensation expense in the current quarter and current six months related to certain senior management bonuses payable in stock in 2021. Shares Available Under the Company’s 2011 Equity Incentive Plan As of June 30, 2020, there were 1,218,670 shares of common stock available for issuance under the Plan. Shares Reserved for Issuance As of June 30, 2020, there were 9,338,610 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 | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Earnings Per Share | 8. 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. Diluted EPS excludes all potentially dilutive shares of common stock if their effect is anti-dilutive. Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Basic 19,132,244 18,976,394 19,001,321 18,770,378 Effect of exercise of warrants — 657 — 675 Diluted 19,132,244 18,977,051 19,001,321 18,771,053 As a result of the net loss presented for the current quarter and current six months, the Company calculated diluted earnings per share using basic weighted average shares outstanding for such period, as utilizing diluted shares would be anti-dilutive to loss per share. The computation of diluted EPS excludes the following potentially dilutive securities because their inclusion would be anti-dilutive: Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Stock options and warrants 8,119,940 8,408,386 8,119,940 7,124,005 |
Income Tax
Income Tax | 6 Months Ended |
Jun. 30, 2020 | |
Income Tax Disclosure [Abstract] | |
Income Tax | 9. Income Tax The effective income tax rate for the current quarter and the prior year quarter was approximately -49% and 37%, respectively, resulting in an income tax (benefit) provision of $0.43 million and $1.07 million, respectively. The effective income tax rate for the current six months and prior year six months was approximately 5% and 37%, respectively, resulting in an income tax (benefit) provision of $(0.12) million and $1.14 million, respectively. For the current quarter, the federal statutory rate differed from the effective tax rate primarily due to the tax impact from the vesting of restricted shares of common stock, which was treated as a discrete item for tax purposes and decreased the effective rate by approximately 41%. The effective tax rate was also attributable to state taxes and recurring permanent differences, which decreased the effective tax rate by approximately 2% and 27%, respectively. The effective tax rate was also affected by the tax impact of a potential federal net operating loss carryback due to the CARES Act; this item increased the effective rate by approximately 3%. For the prior year quarter, the federal statutory rate differed from the effective tax rate primarily due to state taxes and recurring permanent differences, which increased the effective tax rate by approximately 9% and 6%, respectively. For the current six months, the federal statutory rate differed from the effective tax rate primarily due to the tax impact from the vesting of restricted shares of common stock, which was treated as a discrete item for tax purposes and decreased the effect rate by approximately 16%. The effective rate was also attributable to state taxes and recurring permanent differences, which increased the effective tax rate by approximately 5% and decreased the effective tax rate by approximately 8%, respectively. The effective tax rate was also affected by the tax impact of a potential federal net operating loss carryback due to the CARES Act; this item increased the effective rate by approximately 4%. For the prior year six months, the federal statutory rate differed from the effective tax rate primarily due to state taxes and recurring permanent differences, which increased the effective tax rate by approximately 9% and 6%, respectively. On March 27, 2020, the CARES Act was enacted and signed into law. The CARES Act includes certain provisions impacting businesses’ income taxes related to 2018, 2019, and 2020. Some of the significant tax law changes are to increase the limitation on deductible business interest expense for 2019 and 2020, allow for the five-year carryback of net operating losses for 2018-2020, suspend the 80% limitation of taxable income for net operating loss carryforwards for 2018-2020, provide for the acceleration of depreciation expense from 2018 and forward on qualified improvement property, and accelerate the ability to claim refunds of AMT credit carryforwards. The Company is required to recognize the effect of tax law changes on its financial statements in the period in which the law was enacted. At this time, the Company may avail itself of the ability to carry back net operating losses generated in 2018 and 2019 tax years for five years, resulting in an estimated income statement benefit of $98,000 and tax refund receivable of $203,000. |
Related Party Transactions
Related Party Transactions | 6 Months Ended |
Jun. 30, 2020 | |
Related Party Transactions [Abstract] | |
Related Party Transactions | 10. Related Party Transactions Benjamin Malka Benjamin Malka was a director of the Company from June 2014 through September 2019. Mr. Malka is also a 25% equity holder of House of Halston LLC (“HOH”), and is the former Chief Executive Officer of HOH. HOH is the parent company of the H Company IP, LLC (“HIP”). On February 11, 2019, the Company and its wholly owned subsidiary, H Heritage Licensing, LLC, entered into an asset purchase agreement (the "Heritage Asset Purchase Agreement") with HIP and HOH, pursuant to which the Company acquired certain assets of HIP, including the "Halston," "Halston Heritage," and "Roy Frowick" trademarks (collectively, the "Halston Heritage Trademarks") and other intellectual property rights relating thereto. Pursuant to the Heritage Asset Purchase Agreement, at closing, the Company delivered in escrow for HIP or its designees (collectively, the “Sellers”) an aggregate of $8.4 million in cash and 777,778 shares of the Company’s common stock valued at $1.1 million (the “Xcel Shares”), subject to a voting agreement and a lock-up agreement relating to the Xcel Shares and a consent and waiver agreement each in form satisfactory to Xcel within three months from the date of the Heritage Asset Purchase Agreement. Such agreements were executed and delivered to Xcel, and the Xcel Shares were issued and delivered to the Sellers. In addition to the closing considerations, HIP is eligible to earn up to an aggregate of $6.0 million (the “Earn-Out Value”) through December 31, 2022 based on Excess Net Royalties. “Excess Net Royalties” during any calendar year for 2019 through 2022 (each, a “Royalty Target Year”) is equal to (a) the positive amount, if any, of the Net Royalties as calculated for such Royalty Target Year, less the greater of (i) One Million Five Hundred Thousand Dollars ($1.5 million), or (ii) the maximum Net Royalties for any previous Royalty Target Year. “Applicable Percentage” means (a) 50% of the first $10.0 million of Excess Net Royalties during the Earn-Out Period, (b) 20% of aggregate Excess Net Royalties during the Earn-Out Period greater than $10.0 million and up to $15.0 million and (c) 0% of aggregate Excess Net Royalties during the Earn-Out Period in excess of $15.0 million. The Earn-Out Consideration shall be payable in common stock of Xcel (the “Earn-Out Shares”); provided, however, that if the number of Earn-Out Shares, when combined with the number of Xcel Shares issued at the Closing Date, will exceed 4.99% of the aggregate number of shares of Xcel common stock outstanding as of the Closing Date (calculated in accordance with Nasdaq Rule 5635(a)) (the “Xcel Share Limit”), then Xcel may, in its sole and unfettered discretion, elect to (x) pay cash for the Earn-Out Value attributable to the Earn-Out Shares that would exceed the Xcel Share Limit; (y) solicit stockholder approval for the issuance of Earn-Out Shares in excess of the Xcel Share Limit in accordance with Nasdaq Rule 5635(a)(2) and, if such stockholder approval is obtained, issue such Earn-Out Shares to HIP; or (z) solicit stockholder approval for the issuance of Shares in excess of the Xcel Share Limit in accordance with Nasdaq Rule 5635(a)(2) and, if such stockholder approval is obtained, pay the applicable Earn-Out Consideration with a combination of cash and Earn-Out Shares. Robert W. D’Loren Jennifer D’Loren is the wife of Robert W. D’Loren, the Company’s Chief Executive Officer and Chairman of the Board, and is employed by the Company. Mrs. D’Loren brings vast experience in project management and implementation of financial IT solutions. During the past two years, Mrs. D’Loren has worked on the implementation of the Company’s ERP system. Mrs. D’Loren received compensation of $33,000 and $44,000 for the current quarter and prior year quarter, respectively. Mrs. D’Loren received compensation of $70,000 and $83,000 for the current six months and prior year six months, respectively. |
Commitments and Contingencies
Commitments and Contingencies | 6 Months Ended |
Jun. 30, 2020 | |
Commitments and Contingencies Disclosure [Abstract] | |
Commitments and Contingencies | 11. Commitments and Contingencies Contingent Obligation In connection with the February 11, 2019 purchase of the Halston Heritage Trademarks from HIP, the Company agreed to pay HIP additional consideration (the “Halston Heritage Earn-Out”) of up to an aggregate of $6.0 million, based on royalties earned through December 31, 2022. The Halston Heritage Earn-Out of $0.9 million is recorded as a long-term liability at June 30, 2020 and December 31, 2019 in the accompanying condensed consolidated balance sheets, based on the difference between the fair value of the acquired assets of the Halston Heritage Trademarks and the total consideration paid. In accordance with Accounting Standards Codification (“ASC”) Topic 480, “Distinguishing Liabilities from Equity,” the Halston Heritage 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. Coronavirus Pandemic In March 2020, the World Health Organization declared the outbreak of a novel coronavirus disease (“COVID-19”) as a pandemic, which continues to spread throughout the U.S. COVID-19 is having an unprecedented impact on the U.S. economy as federal, state, and local governments react to this public health crisis. The impacts of the current COVID-19 pandemic are broad reaching and are having an impact on the Company’s licensing and wholesale businesses. The COVID-19 pandemic is impacting the Company’s supply chain as most of the Company’s products are manufactured in China, Thailand, and other places around the world affected by this event. Temporary factory closures and the pace of workers returning to work have impacted contract manufacturers’ ability to source certain raw materials and to produce finished goods in a timely manner. The outbreak is also impacting distribution and logistics providers' ability to operate in the normal course of business. Further, the pandemic has resulted in a sudden and continuing decrease in sales for many of the Company’s products, resulting in order cancellations. Due to the COVID-19 outbreak, there is significant uncertainty surrounding the potential impact on the Company’s future results of operations and cash flows. Continued impacts of the pandemic could materially adversely affect the Company’s near-term and long-term revenues, earnings, liquidity, and cash flows as the Company’s customers and/or licensees may request temporary relief, delay, or not make scheduled payments. |
Subsequent Events
Subsequent Events | 6 Months Ended |
Jun. 30, 2020 | |
Subsequent Events [Abstract] | |
Subsequent Events | 12. Subsequent Events On August 6, 2020, the Company entered into an assignment and assumption agreement with the landlord and subtenant at its former office location at 475 Tenth Avenue, New York, NY. Under the terms of this agreement, in exchange for certain consideration totaling approximately $887,000, the landlord agreed to release the Company from all future obligations under the lease effective as of August 1, 2020, and all of the Company’s rights, title, and interest in and to the lease at 475 Tenth Avenue was assigned to the current subtenant in place. On August 18, 2020, the Company further amended its Second Amended and Restated Loan and Security Agreement with BHI. Under this amendment, the amounts of the quarterly installment payments due throughout 2021 were reduced, and the amount of principal to be repaid through variable payments based on excess cash flow was increased. In addition, there were multiple changes and waivers to the various financial covenants. There were no changes to the total principal balance, interest rate, or maturity date. See Note 6, “Debt,” for additional information. |
Nature of Operations, Backgro_2
Nature of Operations, Background, and Basis of Presentation (Policies) | 6 Months Ended |
Jun. 30, 2020 | |
Nature of Operations, Background, and Basis of Presentation [Abstract] | |
Recently Adopted Accounting Pronouncements | Recently Adopted Accounting Pronouncements The Company adopted Accounting Standards Update ("ASU") No. 2018‑13, “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement,” effective January 1, 2020. This ASU adds, modifies, and removes several disclosure requirements relative to the three levels of inputs used to measure fair value in accordance with Topic 820, “Fair Value Measurement.” The adoption of this new guidance did not have any impact on the Company’s results of operations, cash flows, and financial condition. |
Trademarks and Other Intangib_2
Trademarks and Other Intangibles (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Goodwill and Intangible Assets Disclosure [Abstract] | |
Schedule of Trademarks and Other Intangibles | Weighted Average June 30, 2020 Amortization Gross Carrying Accumulated Net Carrying ($ in thousands) Period Amount Amortization Amount Trademarks (indefinite-lived) n/a $ 44,500 $ — $ 44,500 Trademarks (finite-lived) 15 years 34,613 5,714 28,899 Trademarks (finite-lived) 18 years 38,194 3,129 35,065 Other intellectual property 7 years 762 482 280 Copyrights and other intellectual property 10 years 190 119 71 Total $ 118,259 $ 9,444 $ 108,815 Weighted Average December 31, 2019 Amortization Gross Carrying Accumulated Net Carrying ($ in thousands) Period Amount Amortization Amount Trademarks (indefinite-lived) n/a $ 62,900 $ — $ 62,900 Trademarks (finite-lived) 15 years 16,213 4,560 11,653 Trademarks (finite-lived) 18 years 38,194 2,067 36,127 Other intellectual property 7 years 762 428 334 Copyrights and other intellectual property 10 years 190 109 81 Total $ 118,259 $ 7,164 $ 111,095 |
Leases (Tables)
Leases (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Leases [Abstract] | |
Maturities of Lease Liabilities | ($ in thousands) Remainder of 2020 $ 2021 2022 2023 2024 After 2024 Total lease payments Less: Discount Present value of lease liabilities Current portion of lease liabilities Non-current portion of lease liabilities $ |
Debt (Tables)
Debt (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Debt Disclosure [Abstract] | |
Net Carrying Amount of Debt | June 30, December 31, ($ in thousands) 2020 2019 Xcel Term Loan $ 18,250 $ 19,000 Unamortized deferred finance costs related to term loan (129) (179) Economic Injury Disaster Loan 10 — Total 18,131 18,821 Current portion of long-term debt 2,900 2,250 Long-term debt $ 15,231 $ 16,571 |
Maturities of Long-term Debt | The remaining principal balance of the Xcel Term Loan, as amended, outstanding at June 30, 2020 is payable in fixed installments as set forth in the following table, plus the variable payments as described below: ($ in thousands) Installment Payment Dates Amount September 30, 2020 and December 31, 2020 $ 750 March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021 $ 700 March 31, 2022, June 30, 2022, September 30, 2022, and December 31, 2022 $ 1,125 March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023 $ 1,250 In addition to the fixed installments outlined above, commencing with the fiscal quarter ended March 31, 2021, the Company is required to repay a portion of the Xcel Term Loan in an amount equal to 50% of the excess cash flow for the fiscal quarter, provided that no early termination fee shall be payable with respect to any such payment. Excess cash flow means, for any period, cash flow from operations (before certain permitted distributions) less (i) capital expenditures not made through the incurrence of indebtedness, (ii) all cash principal paid or payable during such period, and (iii) all dividends declared and paid (or which could have been declared and paid) during such period to equity holders of any credit party treated as a disregarded entity for tax purposes. To the extent that the cumulative amount of such variable repayments made is less than $4.45 million as of March 31, 2022, any such shortfall must be repaid at that date. Thus, the aggregate remaining annual scheduled principal payments under the Xcel Term Loan are as follows: Amount of ($ in thousands) Principal Year Ending December 31, Payment 2020 $ 1,500 2021 2,800 2022 8,950 2023 5,000 Total $ 18,250 |
Schedule of Fixed Charge Coverage Ratios and Leverage Ratios | The Xcel Term Loan contains customary covenants, including reporting requirements, trademark preservation, and the following financial covenants of Xcel (on a consolidated basis with Xcel and the Guarantors under the Second Amended and Restated Loan and Security Agreement): · net worth of at least $90.0 million at the end of each fiscal quarter; · liquid assets of at least $3.0 million through December 31, 2020, at least $2.5 million for the fiscal quarters ending March 31, 2021 through September 30, 2021, at least $3.0 million for the fiscal quarter ending December 31, 2021, and at least $5.0 million thereafter; · EBITDA shall not be less than $5.0 million for the twelve fiscal month period ended March 31, 2020, $4.8 million for the twelve fiscal month period ending June 30, 2020, and $5.0 million for the twelve month fiscal period ending September 30, 2020; · the fixed charge coverage ratio for the twelve fiscal month period ending at the end of each fiscal quarter shall not be less than the ratio set forth below: Fiscal Quarter End Fixed Charge Coverage Ratio December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021 1.25 to 1.00 March 31, 2022, and thereafter 1.10 to 1.00 · capital expenditures (excluding any capitalized compensation costs) shall not exceed $1.6 million for the fiscal year ending December 31, 2020, and $0.7 million for any fiscal year beginning after December 31, 2020; and · the leverage ratio for the twelve fiscal month period ending at the end of each fiscal period set forth below shall not exceed the ratio below: Fiscal Period Maximum Leverage Ratio June 30, 2020 4.25 to 1.00 September 30, 2020 4.00 to 1.00 December 31, 2020 3.50 to 1.00 March 31, 2021 3.15 to 1.00 June 30, 2021 3.00 to 1.00 September 30, 2021 2.75 to 1.00 December 31, 2021 2.50 to 1.00 March 31, 2022 and each Fiscal Quarter end thereafter 1.50 to 1.00 |
Stockholders' Equity (Tables)
Stockholders' Equity (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Stockholders' Equity Note [Abstract] | |
Summary of Stock Option Activity | Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Options Price (in Years) Value Outstanding at January 1, 2020 7,222,625 $ 3.33 5.82 $ — Granted 443,500 1.47 Canceled — — Exercised — — Expired/Forfeited (126,000) 1.81 Outstanding at June 30, 2020, and expected to vest 7,540,125 $ 3.32 5.31 $ — Exercisable at June 30, 2020 2,939,625 $ 5.04 1.62 $ — |
Summary of Stock Option Activity for Non-Vested Options | Weighted Average Number of Grant Date Options Fair Value Balance at January 1, 2020 4,551,500 $ 0.18 Granted 443,500 0.13 Vested (279,500) 0.68 Forfeited or Canceled (115,000) 0.34 Balance at June 30, 2020 4,600,500 $ 0.14 |
Summary of Warrants Activity | Weighted Average Weighted Remaining Average Contractual Aggregate Number of Exercise Life Intrinsic Warrants Price (in Years) Value Outstanding and exercisable at January 1, 2020 579,815 $ 4.63 2.32 $ — Granted — — Canceled — — Exercised — — Expired/Forfeited — — Outstanding and exercisable at June 30, 2020 579,815 $ 4.63 1.81 $ — |
Summary of Restricted Stock Activity | Weighted Number of Average Restricted Grant Date Shares Fair Value Outstanding at January 1, 2020 1,230,623 $ 4.33 Granted 607,428 0.80 Canceled — — Vested (1,057,218) 2.47 Expired/Forfeited — — Outstanding at June 30, 2020 780,833 $ 4.09 |
Earnings Per Share (Tables)
Earnings Per Share (Tables) | 6 Months Ended |
Jun. 30, 2020 | |
Earnings Per Share [Abstract] | |
Computation of Diluted Earnings Per Share | Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Basic 19,132,244 18,976,394 19,001,321 18,770,378 Effect of exercise of warrants — 657 — 675 Diluted 19,132,244 18,977,051 19,001,321 18,771,053 |
Anti-dilutive Securities Excluded from Computation of Earnings Per Share | Three Months Ended Six Months Ended June 30, June 30, 2020 2019 2020 2019 Stock options and warrants 8,119,940 8,408,386 8,119,940 7,124,005 |
Nature of Operations, Backgro_3
Nature of Operations, Background, and Basis of Presentation (Details) | 6 Months Ended |
Jun. 30, 2020 | |
Longaberger Licensing, LLC | Variable Interest Entity, Primary Beneficiary | |
New Accounting Pronouncements or Change in Accounting Principle [Line Items] | |
Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage | 50.00% |
Trademarks and Other Intangib_3
Trademarks and Other Intangibles - Schedule of Assets (Details) - USD ($) $ in Thousands | 6 Months Ended | 12 Months Ended |
Jun. 30, 2020 | Dec. 31, 2019 | |
Trademarks and Other Intangibles | ||
Gross Carrying Amount, Total | $ 118,259 | $ 118,259 |
Accumulated Amortization | 9,444 | 7,164 |
Net Carrying Amount, Total | $ 108,815 | $ 111,095 |
Trademarks | ||
Trademarks and Other Intangibles | ||
Weighted Average Amortization Period | 15 years | 15 years |
Gross Carrying Amount (definite-lived) | $ 34,613 | $ 16,213 |
Accumulated Amortization | 5,714 | 4,560 |
Net Carrying Amount | $ 28,899 | $ 11,653 |
Other intellectual property | ||
Trademarks and Other Intangibles | ||
Weighted Average Amortization Period | 7 years | 7 years |
Gross Carrying Amount (definite-lived) | $ 762 | $ 762 |
Accumulated Amortization | 482 | 428 |
Net Carrying Amount | $ 280 | $ 334 |
Copyrights and other intellectual property | ||
Trademarks and Other Intangibles | ||
Weighted Average Amortization Period | 10 years | 10 years |
Gross Carrying Amount (definite-lived) | $ 190 | $ 190 |
Accumulated Amortization | 119 | 109 |
Net Carrying Amount | 71 | 81 |
Trademarks | ||
Trademarks and Other Intangibles | ||
Gross Carrying Amount (indefinite-lived) | $ 44,500 | $ 62,900 |
Halston Heritage | Trademarks | ||
Trademarks and Other Intangibles | ||
Weighted Average Amortization Period | 18 years | 18 years |
Gross Carrying Amount (definite-lived) | $ 38,194 | $ 38,194 |
Accumulated Amortization | 3,129 | 2,067 |
Net Carrying Amount | $ 35,065 | $ 36,127 |
Trademarks and Other Intangib_4
Trademarks and Other Intangibles - Additional Information (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Goodwill and Intangible Assets [Line Items] | ||||
Amortization expense for intangible assets | $ 1,140 | $ 830 | $ 2,280 | $ 1,600 |
Ripka Brands | ||||
Goodwill and Intangible Assets [Line Items] | ||||
Finite useful life | 15 years |
Significant Contracts (Details)
Significant Contracts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Product Information [Line Items] | |||||
Net revenue | $ 5,050 | $ 9,138 | $ 14,577 | $ 19,439 | |
Accounts receivable, net | 6,543 | 6,543 | $ 10,622 | ||
Sales [Member] | Customer Concentration Risk [Member] | QVC, Inc. [Member] | |||||
Product Information [Line Items] | |||||
Net revenue | $ 4,040 | $ 5,940 | $ 8,740 | $ 12,770 | |
Concentration Risk, Percentage | 81.00% | 65.00% | 60.00% | 66.00% | |
Accounts Receivable [Member] | Customer Concentration Risk [Member] | QVC, Inc. [Member] | |||||
Product Information [Line Items] | |||||
Accounts receivable, net | $ 3,940 | $ 3,940 | $ 4,330 | ||
Concentration Risk, Percentage | 60.00% | 41.00% |
Allowance for Doubtful Accoun_2
Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands | 3 Months Ended | 6 Months Ended | |||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Allowance for Doubtful Accounts Receivable | $ 793 | $ 793 | $ 155 | ||
Bad debt expense | 472 | $ 0 | 683 | $ (144) | |
Accounts receivable, net | 6,543 | 6,543 | $ 10,622 | ||
Large Retail Customer | |||||
Financing Receivable, Allowance for Credit Loss [Line Items] | |||||
Bad debt expense | 472 | 586 | |||
Accounts receivable, net | $ 1,172 | $ 1,172 |
Leases - Additional Information
Leases - Additional Information (Details) - USD ($) $ in Millions | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Lessee, Lease, Description [Line Items] | ||||
Lease expense included in selling, general and administrative expenses | $ 0.4 | $ 0.4 | $ 0.8 | $ 0.8 |
Weighted average remaining lease term for operating leases | 6 years 4 months 24 days | 6 years 4 months 24 days | ||
Weighted average discount rate for operating lease (as percent) | 6.30% | 6.30% | ||
Cash payments for operating lease expense | $ 0 | $ 0.6 | $ 0.6 | $ 1.2 |
Accounts payable | ||||
Lessee, Lease, Description [Line Items] | ||||
Cash payments for operating lease expense | $ 0.6 | |||
Minimum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease term | 2 years | 2 years | ||
Maximum | ||||
Lessee, Lease, Description [Line Items] | ||||
Remaining lease term | 8 years | 8 years |
Leases - Maturities of Lease Li
Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Leases [Abstract] | ||
Remainder of 2020 | $ 1,212 | |
2021 | 2,577 | |
2022 | 1,732 | |
2023 | 1,552 | |
2024 | 1,552 | |
After 2024 | 4,398 | |
Total lease payments | 13,023 | |
Less: Discount | 2,361 | |
Present value of lease liabilities | 10,662 | |
Current portion of operating lease obligation | 1,873 | $ 1,752 |
Non-current portion of lease liabilities | $ 8,789 | $ 9,773 |
Debt - Net Carrying Amount of D
Debt - Net Carrying Amount of Debt (Details) - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt | ||
Unamortized deferred finance costs related to term loan | $ (129) | $ (179) |
Total | 18,131 | 18,821 |
Current portion of long-term debt | 2,900 | 2,250 |
Long-term debt | 15,231 | 16,571 |
Xcel Term Loan | ||
Debt | ||
Term Loan | 18,250 | $ 19,000 |
Economic Injury Disaster Loan | ||
Debt | ||
Term Loan | $ 10 |
Debt - Xcel Loan Narrative (Det
Debt - Xcel Loan Narrative (Details) | Feb. 11, 2019USD ($)loan | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Jun. 30, 2020USD ($) | Jun. 30, 2019USD ($) | Feb. 10, 2019USD ($) |
Debt | ||||||
Loss on extinguishment of debt | $ 0 | $ 0 | $ 0 | $ (189,000) | ||
Interest expense | 299,000 | 348,000 | 593,000 | 638,000 | ||
Xcel Term Loan | ||||||
Debt | ||||||
Face amount of loan | $ 14,500,000 | |||||
Capacity available to convert to incremental term loans | $ 5,000,000 | |||||
Maximum Prepayment Of Debt Amount | $ 750,000 | |||||
Interest expense | $ 285,000 | $ 326,000 | $ 572,000 | $ 586,000 | ||
Effective interest rate (as percentage) | 6.60% | 6.80% | 6.60% | 6.80% | ||
Loan To Be Repaid As Percentage Of Excess Cash Flow Percent | 50.00% | |||||
Xcel Term Loan A | ||||||
Debt | ||||||
Stated interest rate (as percentage) | 5.10% | |||||
Xcel Term Loan B | ||||||
Debt | ||||||
Stated interest rate (as percentage) | 6.25% | |||||
Second Amended And Restated Loan And Security Agreement | ||||||
Debt | ||||||
Minimum net worth required to meet loan covenant | $ 90,000,000 | |||||
Second Amended And Restated Loan And Security Agreement | Xcel Term Loan | ||||||
Debt | ||||||
Face amount of loan | $ 22,000,000 | |||||
Number of term loans | loan | 2 | |||||
Loss on extinguishment of debt | $ 200,000 | |||||
Upfront fee for debt issuance | $ 90,000 | |||||
Second Amended And Restated Loan And Security Agreement | Xcel Term Loan | Through December 31, 2020 | ||||||
Debt | ||||||
Minimum liquid assets to meet loan covenants | 3,000,000 | |||||
Second Amended And Restated Loan And Security Agreement | Xcel Term Loan | Fiscal quarters ending March 31, 2021 through September 30, 2021 | ||||||
Debt | ||||||
Minimum liquid assets to meet loan covenants | 2,500,000 | |||||
Second Amended And Restated Loan And Security Agreement | Xcel Term Loan | Fiscal quarter ending December 31, 2021 | ||||||
Debt | ||||||
Minimum liquid assets to meet loan covenants | 3,000,000 | |||||
Second Amended And Restated Loan And Security Agreement | Xcel Term Loan | After December 31 2021 | ||||||
Debt | ||||||
Minimum liquid assets to meet loan covenants | 5,000,000 | |||||
Second Amended And Restated Loan And Security Agreement | Xcel Term Loan | Twelve fiscal month period ended March 31, 2020 | ||||||
Debt | ||||||
Minimum EBITDA to meet loan covenants | 5,000,000 | |||||
Second Amended And Restated Loan And Security Agreement | Xcel Term Loan | Twelve fiscal month period ending June 30, 2020 | ||||||
Debt | ||||||
Minimum EBITDA to meet loan covenants | 4,800,000 | |||||
Second Amended And Restated Loan And Security Agreement | Xcel Term Loan | Twelve Month Fiscal Period Ending September 30 2020 [Member] | ||||||
Debt | ||||||
Minimum EBITDA to meet loan covenants | 5,000,000 | |||||
Second Amended And Restated Loan And Security Agreement | Xcel Term Loan | Fiscal year ending December 31, 2020 | ||||||
Debt | ||||||
Maximum capital expenditures required to meet loan covenants | 1,600,000 | |||||
Second Amended And Restated Loan And Security Agreement | Xcel Term Loan | Fiscal year beginning after December 31, 2020 | ||||||
Debt | ||||||
Maximum capital expenditures required to meet loan covenants | 700,000 | |||||
Second Amended And Restated Loan And Security Agreement | Additional Term Loan | ||||||
Debt | ||||||
Face amount of loan | 7,500,000 | |||||
Second Amended And Restated Loan And Security Agreement | Xcel Term Loan A | ||||||
Debt | ||||||
Face amount of loan | 7,300,000 | |||||
Second Amended And Restated Loan And Security Agreement | Xcel Term Loan B | ||||||
Debt | ||||||
Face amount of loan | $ 14,700,000 | |||||
Revolving Credit Facility | Xcel Term Loan | Base Rate | ||||||
Debt | ||||||
Basis spread on variable rate | 2.00% | |||||
Debt Termination Period, On Or Before Second Anniversary | Xcel Term Loan A | ||||||
Debt | ||||||
Termination fee percentage | 1.00% | |||||
Debt Termination Period, On Or Before Second Anniversary | Xcel Term Loan B | ||||||
Debt | ||||||
Termination fee percentage | 2.00% | |||||
Debt Termination Period, After Second Anniversary But Before Third Anniversary | Xcel Term Loan A | ||||||
Debt | ||||||
Termination fee percentage | 0.50% | |||||
Debt Termination Period, After Second Anniversary But Before Third Anniversary | Xcel Term Loan B | ||||||
Debt | ||||||
Termination fee percentage | 1.00% | |||||
Debt Termination Period, After Third Anniversary | ||||||
Debt | ||||||
Termination fee percentage | 0.00% |
Debt - Xcel Term Loan Fixed Ins
Debt - Xcel Term Loan Fixed Installments (Details) - Xcel Term Loan $ in Thousands | 3 Months Ended |
Jun. 30, 2020USD ($) | |
Debt | |
Repayment of loan as a percentage of Excess cash flow | 50.00% |
Minimum principal payment | $ 4,450 |
September 30, 2020 and December 31, 2020 | |
Debt | |
Quarterly installment payments on term loans | 750 |
March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021 | |
Debt | |
Quarterly installment payments on term loans | 700 |
March 31, 2022, June 30, 2022, September 30, 2022, and December 31, 2022 | |
Debt | |
Quarterly installment payments on term loans | 1,125 |
March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023 | |
Debt | |
Quarterly installment payments on term loans | $ 1,250 |
Debt - Xcel Term Loan Remaining
Debt - Xcel Term Loan Remaining Principal Payments (Details) - Xcel Term Loan - USD ($) $ in Thousands | Jun. 30, 2020 | Dec. 31, 2019 |
Debt | ||
2020 | $ 1,500 | |
2021 | 2,800 | |
2022 | 8,950 | |
2023 | 5,000 | |
Total | $ 18,250 | $ 19,000 |
Debt - Schedule of Fixed Charge
Debt - Schedule of Fixed Charge Coverage Ratios and Leverage Ratios (Details) - Second Amended And Restated Loan And Security Agreement - Xcel Term Loan | Feb. 11, 2019 |
December 31, 2020, March 31, 2021, June 30, 2021, September 30, 2021, and December 31, 2021 | |
Debt | |
Fixed charge coverage ratio required to meet loan covenant | 1.25 |
March 31, 2022, and thereafter | |
Debt | |
Fixed charge coverage ratio required to meet loan covenant | 1.10 |
June 30, 2020 | |
Debt | |
Leverage ratio required for loan covenant | 4.25 |
September 30, 2020 | |
Debt | |
Leverage ratio required for loan covenant | 4 |
December 31, 2020 | |
Debt | |
Leverage ratio required for loan covenant | 3.50 |
March 31, 2021 | |
Debt | |
Leverage ratio required for loan covenant | 3.15 |
June 30, 2021 | |
Debt | |
Leverage ratio required for loan covenant | 3 |
September 30, 2021 | |
Debt | |
Leverage ratio required for loan covenant | 2.75 |
December 31, 2021 | |
Debt | |
Leverage ratio required for loan covenant | 2.50 |
March 31, 2022 and each Fiscal Quarter end thereafter | |
Debt | |
Leverage ratio required for loan covenant | 1.50 |
Debt - PPP Loan (Details)
Debt - PPP Loan (Details) - USD ($) | Apr. 20, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Debt Instrument [Line Items] | |||||
Grants recognized as a reduction to operating expenses | $ 1,640,000 | $ 1,640,000 | |||
Interest expense | $ 299,000 | $ 348,000 | $ 593,000 | $ 638,000 | |
PPP Loan | |||||
Debt Instrument [Line Items] | |||||
Face amount of loan | $ 1,806,000 | ||||
Stated interest rate (as percentage) | 1.00% | ||||
Term of loan | 2 years | ||||
Grants recognized as a reduction to operating expenses | $ 1,640,000 | ||||
Interest expense | 0 | ||||
Accounts Payable and Accrued Liabilities | PPP Loan | |||||
Debt Instrument [Line Items] | |||||
Deferred credit | $ 166,000 |
Debt - Economic Injury Disaster
Debt - Economic Injury Disaster Loan (Details) - Economic Injury Disaster Loan | May 04, 2020USD ($) |
Debt Instrument [Line Items] | |
Face amount of loan | $ 10,000 |
Term of loan | 30 years |
Stated interest rate (as percentage) | 3.75% |
Stockholders' Equity - 2011 Equ
Stockholders' Equity - 2011 Equity Incentive Plan (Details) - 2011 Equity Incentive Plan | Jun. 30, 2020shares |
Stockholders’ Equity | |
Number of common stock eligible for issuance | 13,000,000 |
Shares of common stock available for issuance (in shares) | 1,218,670 |
Shares of common stock reserved for issuance (in shares) | 9,338,610 |
Stockholders' Equity - Stock Op
Stockholders' Equity - Stock Options (Details) - USD ($) | Apr. 15, 2020 | Apr. 01, 2020 | Mar. 31, 2020 | Mar. 13, 2020 | Feb. 28, 2020 | Jan. 31, 2020 | Jan. 01, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 |
Number of Options | ||||||||||||
Outstanding, beginning balance (in shares) | 7,222,625 | 7,222,625 | ||||||||||
Granted (in shares) | 443,500 | |||||||||||
Canceled (in shares) | 0 | |||||||||||
Exercised (in shares) | 0 | |||||||||||
Expired/Forfeited (in shares) | (126,000) | |||||||||||
Outstanding, ending balance (in shares) | 7,540,125 | 7,540,125 | 7,222,625 | |||||||||
Exercisable (in shares) | 2,939,625 | 2,939,625 | ||||||||||
Weighted Average Exercise Price | ||||||||||||
Outstanding, beginning balance (in dollars per share) | $ 3.33 | $ 3.33 | ||||||||||
Granted (in dollars per share) | 1.47 | |||||||||||
Canceled (in dollars per share) | 0 | |||||||||||
Exercised (in dollars per share) | 0 | |||||||||||
Expired/Forfeited (in dollars per share) | 1.81 | |||||||||||
Outstanding, ending balance (in dollars per share) | $ 3.32 | 3.32 | $ 3.33 | |||||||||
Exercisable (in dollars per share) | $ 5.04 | $ 5.04 | ||||||||||
Other disclosures | ||||||||||||
Outstanding Weighted Average Remaining Contractual Life (in Years) | 5 years 3 months 22 days | 5 years 9 months 26 days | ||||||||||
Exercisable Weighted Average Remaining Contractual Life (in Years) | 1 year 7 months 13 days | |||||||||||
Aggregate Intrinsic Value, Outstanding | $ 0 | $ 0 | $ 0 | |||||||||
Aggregate Intrinsic Value, Exercisable | 0 | $ 0 | ||||||||||
Board Observer | ||||||||||||
Number of Options | ||||||||||||
Granted (in shares) | 5,000 | |||||||||||
Weighted Average Exercise Price | ||||||||||||
Granted (in dollars per share) | $ 4 | |||||||||||
Other disclosures | ||||||||||||
Vesting percentage per year | 50.00% | |||||||||||
Consultant | ||||||||||||
Number of Options | ||||||||||||
Granted (in shares) | 13,500 | 75,000 | ||||||||||
Weighted Average Exercise Price | ||||||||||||
Granted (in dollars per share) | $ 3 | $ 1.57 | ||||||||||
Other disclosures | ||||||||||||
Awards that vested (as a percent) | 33.33% | |||||||||||
Vesting percentage per year | 33.33% | |||||||||||
Employee | ||||||||||||
Number of Options | ||||||||||||
Granted (in shares) | 50,000 | 50,000 | ||||||||||
Weighted Average Exercise Price | ||||||||||||
Granted (in dollars per share) | $ 0.61 | $ 1.40 | ||||||||||
Other disclosures | ||||||||||||
Vesting percentage per year | 33.33% | |||||||||||
A certain key employee | ||||||||||||
Number of Options | ||||||||||||
Granted (in shares) | 50,000 | |||||||||||
Weighted Average Exercise Price | ||||||||||||
Granted (in dollars per share) | $ 5.50 | |||||||||||
Non Management Directors | ||||||||||||
Number of Options | ||||||||||||
Granted (in shares) | 200,000 | |||||||||||
Weighted Average Exercise Price | ||||||||||||
Granted (in dollars per share) | $ 0.50 | |||||||||||
Other disclosures | ||||||||||||
Vesting percentage per year | 50.00% | |||||||||||
Employee Stock Option | ||||||||||||
Number of Options | ||||||||||||
Granted (in shares) | 443,500 | |||||||||||
Employee Stock Option | ||||||||||||
Other disclosures | ||||||||||||
Compensation expense | 45,000 | $ 73,000 | $ 113,000 | $ 316,000 | ||||||||
Unrecognized compensation expense | $ 250,000 | $ 250,000 | ||||||||||
Weighted average period of recognition | 1 year 6 months | |||||||||||
Employee Stock Option | Five year expiration | ||||||||||||
Stockholders’ Equity | ||||||||||||
Expiration period | 5 years | |||||||||||
Employee Stock Option | Seven year expiration | ||||||||||||
Stockholders’ Equity | ||||||||||||
Expiration period | 7 years | |||||||||||
Employee Stock Option | Ten year expiration | ||||||||||||
Stockholders’ Equity | ||||||||||||
Expiration period | 10 years |
Stockholders' Equity - Non-Vest
Stockholders' Equity - Non-Vested Options (Details) | 6 Months Ended |
Jun. 30, 2020$ / sharesshares | |
Number of Options | |
Granted (in shares) | 443,500 |
Employee Stock Option | |
Number of Options | |
Beginning Balance (in shares) | 4,551,500 |
Granted (in shares) | 443,500 |
Vested (in shares) | (279,500) |
Forfeited or Canceled (in shares) | (115,000) |
Ending Balance (in shares) | 4,600,500 |
Weighted Average Grant Date Fair Value | |
Beginning Balance (in dollars per share) | $ / shares | $ 0.18 |
Granted (in dollars per share) | $ / shares | 0.13 |
Vested (in dollars per share) | $ / shares | 0.68 |
Forfeited or Canceled (in dollars per share) | $ / shares | 0.34 |
Ending Balance (in dollars per share) | $ / shares | $ 0.14 |
Stockholders' Equity - Warrants
Stockholders' Equity - Warrants (Details) - Warrant - USD ($) | 3 Months Ended | 6 Months Ended | 12 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Dec. 31, 2019 | |
Number of Other than Options | |||||
Outstanding and exercisable, beginning balance (in shares) | 579,815 | ||||
Granted (in shares) | 0 | ||||
Canceled (in shares) | 0 | ||||
Exercised (in dollars per share) | 0 | ||||
Expired/Forfeited (in shares) | 0 | ||||
Outstanding and exercisable, ending balance (in shares) | 579,815 | 579,815 | 579,815 | ||
Weighted Average Exercise Price | |||||
Outstanding, beginning balance (in dollars per share) | $ 4.63 | ||||
Granted (in dollars per share) | 0 | ||||
Canceled (in dollars per share) | 0 | ||||
Exercised (in dollars per share) | 0 | ||||
Expired/Forfeited (in dollars per share) | 0 | ||||
Outstanding, ending balance (in dollars per share) | $ 4.63 | $ 4.63 | $ 4.63 | ||
Weighted Average Remaining Contractual Life (in Years), Outstanding and exercisable | 1 year 9 months 22 days | 2 years 3 months 26 days | |||
Aggregate Intrinsic Value, Outstanding and exercisable | $ 0 | $ 0 | $ 0 | ||
Other disclosures | |||||
Compensation expense | $ 0 | $ 0 | $ 0 | $ 0 | |
Five year expiration | |||||
Stockholders’ Equity | |||||
Expiration period | 5 years | ||||
Ten year expiration | |||||
Stockholders’ Equity | |||||
Expiration period | 10 years |
Stockholders' Equity - Stock Aw
Stockholders' Equity - Stock Awards (Details) - USD ($) | May 20, 2020 | Mar. 30, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Restricted Stock | ||||||
Number of Other than Options | ||||||
Outstanding and exercisable, beginning balance (in shares) | 1,230,623 | |||||
Granted (in shares) | 607,428 | |||||
Canceled (in shares) | 0 | |||||
Vested (in shares) | 1,057,218 | |||||
Expired/Forfeited (in shares) | 0 | |||||
Outstanding and exercisable, ending balance (in shares) | 780,833 | 780,833 | ||||
Weighted Average Exercise Price | ||||||
Outstanding, beginning balance (in dollars per share) | $ 4.33 | |||||
Granted (in dollars per share) | 0.80 | |||||
Canceled (in dollars per share) | 0 | |||||
Vested (in dollars per share) | 2.47 | |||||
Expired/Forfeited (in dollars per share) | 0 | |||||
Outstanding, ending balance (in dollars per share) | $ 4.09 | $ 4.09 | ||||
Other disclosures | ||||||
Compensation expense | $ 10,000 | $ 104,000 | $ 33,000 | $ 166,000 | ||
Unrecognized compensation expense | 32,000 | $ 32,000 | ||||
Weighted average period of recognition | 9 months | |||||
Restricted Stock | Senior Management | ||||||
Number of Other than Options | ||||||
Granted (in shares) | 336,700 | |||||
Restricted Stock | Employees | ||||||
Number of Other than Options | ||||||
Granted (in shares) | 270,728 | |||||
Other disclosures | ||||||
Compensation expense | 265,000 | $ 265,000 | ||||
Management Stock Bonus | ||||||
Other disclosures | ||||||
Compensation expense | $ 168,000 | $ 320,000 |
Earnings Per Share - Dilutive E
Earnings Per Share - Dilutive Earnings Per Share (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share Basic And Diluted [Line Items] | ||||
Basic (in shares) | 19,132,244 | 18,976,394 | 19,001,321 | 18,770,378 |
Diluted (in shares) | 19,132,244 | 18,977,051 | 19,001,321 | 18,771,053 |
Warrant | ||||
Earnings Per Share Basic And Diluted [Line Items] | ||||
Effect of exercise of Warrants (in shares) | 0 | 657 | 0 | 675 |
Earnings Per Share - Anti-dilut
Earnings Per Share - Anti-dilutive Securities Excluded (Details) - shares | 3 Months Ended | 6 Months Ended | ||
Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | |
Earnings Per Share [Abstract] | ||||
Stock options and warrants (in shares) | 8,119,940 | 8,408,386 | 8,119,940 | 7,124,005 |
Income Tax (Details)
Income Tax (Details) - USD ($) | Mar. 27, 2020 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Effective income tax rate | (49.00%) | 37.00% | 5.00% | 37.00% | |
Income tax (benefit) provision | $ 428,000 | $ 1,068,000 | $ (124,000) | $ 1,143,000 | |
Effect of vesting of restricted shares of common stock on effective tax rate | (41.00%) | (16.00%) | |||
Effect of state taxes on effective tax rate | (2.00%) | 9.00% | 5.00% | 9.00% | |
Effect of permanent differences on effective tax rate | (27.00%) | 6.00% | (8.00%) | 6.00% | |
Effect of potential federal net operating loss carryback due to the CARES Act on effective tax rate | 3.00% | 4.00% | |||
Operating loss carryback period | 5 years | ||||
COVID19 | |||||
Income tax (benefit) provision | $ (98,000) | ||||
Tax refund receivable | $ 203,000 | $ 203,000 |
Related Party Transactions (Det
Related Party Transactions (Details) - USD ($) | Feb. 11, 2019 | Jun. 30, 2020 | Jun. 30, 2019 | Jun. 30, 2020 | Jun. 30, 2019 |
Halston Heritage | |||||
Asset Purchase Agreement | |||||
Cash included in aggregate purchase price | $ 8,400,000 | ||||
Common stock included in aggregate purchase price (in shares) | 777,778 | ||||
Issuance of common stock in connection with Halston Heritage assets acquisition | $ 1,100,000 | ||||
Aggregate contingent consideration | 6,000,000 | ||||
Minimum deduction from net royalties | $ 1,500,000 | ||||
Maximum percentage of issued/issuable of earn-out shares | 4.99% | ||||
Halston Heritage | 50% of the first $10,000,000 of Excess Net Royalties | |||||
Asset Purchase Agreement | |||||
Applicable percentage | 50.00% | ||||
Halston Heritage | 20% of aggregate Excess Net Royalties greater than $10,000,000 and up to $15,000,000 | |||||
Asset Purchase Agreement | |||||
Applicable percentage | 20.00% | ||||
Halston Heritage | 0% of aggregate Excess Net Royalties in excess of $15,000,000 | |||||
Asset Purchase Agreement | |||||
Applicable percentage | 0.00% | ||||
Maximum | Halston Heritage | 50% of the first $10,000,000 of Excess Net Royalties | |||||
Asset Purchase Agreement | |||||
Excess net royalties | $ 10,000,000 | ||||
Maximum | Halston Heritage | 20% of aggregate Excess Net Royalties greater than $10,000,000 and up to $15,000,000 | |||||
Asset Purchase Agreement | |||||
Excess net royalties | 15,000,000 | ||||
Minimum | Halston Heritage | 20% of aggregate Excess Net Royalties greater than $10,000,000 and up to $15,000,000 | |||||
Asset Purchase Agreement | |||||
Excess net royalties | 10,000,000 | ||||
Minimum | Halston Heritage | 0% of aggregate Excess Net Royalties in excess of $15,000,000 | |||||
Asset Purchase Agreement | |||||
Excess net royalties | $ 15,000,000 | ||||
Wife Of Robert W. D’Loren | |||||
Asset Purchase Agreement | |||||
Period for which the related party has worked in company's ERP system | 2 years | ||||
Compensation | $ 33,000 | $ 44,000 | $ 70,000 | $ 83,000 | |
House Of Halston LLC | Former Director | |||||
Asset Purchase Agreement | |||||
Ownership Percentage in HOH | 25.00% | 25.00% |
Commitments and Contingencies (
Commitments and Contingencies (Details) - Halston Heritage Trademarks - USD ($) $ in Millions | Feb. 11, 2019 | Jun. 30, 2020 | Dec. 31, 2019 |
Commitments and Contingencies | |||
Contingent consideration | $ 6 | ||
Earn-out liability recorded | $ 0.9 | $ 0.9 |
Subsequent Events (Details)
Subsequent Events (Details) | Aug. 06, 2020USD ($) |
Subsequent Events | |
Subsequent Event [Line Items] | |
Consideration for release of obligations and rights to the lease at 475 Tenth Avenue | $ 887,000 |