0001558370-21-007389 | 10-Q | XBRL Viewer

Stockholders' Equity (Tables)

3 Months Ended

Mar. 31, 2021

Stockholders' Equity Note [Abstract]


				Weighted
				Average
		Weighted		Remaining
		Average		Contractual	Aggregate
	Number of	Exercise		Life	Intrinsic
	Options	Price		(in Years)	Value
Outstanding at January 1, 2021	7,179,375	$	3.14	4.93	$	—
Granted	365,390		1.86
Canceled	—		—
Exercised	(5,000)		1.38
Expired/Forfeited	(1,639,000)		5.79
Outstanding at March 31, 2021, and expected to vest	5,900,765	$	2.33	5.98	$	—
Exercisable at March 31, 2021	1,887,098	$	3.56	2.58	$	—

Summary of Stock Option Activity for Non-Vested Options


		Weighted
		Average
	Number of	Grant Date
	Options	Fair Value
Balance at January 1, 2021	4,116,167	$	0.08
Granted	365,390		0.32
Vested	(467,890)		0.52
Forfeited or Canceled	—		—
Balance at March 31, 2021	4,013,667	$	0.05

Summary of Warrant Activity


				Weighted
				Average
		Weighted		Remaining
		Average		Contractual	Aggregate
	Number of	Exercise		Life	Intrinsic
	Warrants	Price		(in Years)	Value
Outstanding and exercisable at January 1, 2021	579,815	$	4.63	1.32	$	—
Granted	—		—
Canceled	—		—
Exercised	—		—
Expired/Forfeited	—		—
Outstanding and exercisable at March 31, 2021	579,815	$	4.63	1.07	$	—

Summary of Restricted Stock Activity


		Weighted
	Number of	Average
	Restricted	Grant Date
	Shares	Fair Value
Outstanding at January 1, 2021	780,833	$	4.09
Granted	—		—
Canceled	—		—
Vested	—		—
Expired/Forfeited	—		—
Outstanding at March 31, 2021	780,833	$	4.09

Subsequent Events (Details)	Apr. 14, 2021 USD ($) installment	Apr. 01, 2021 USD ($)	Mar. 18, 2021 USD ($)
Subsequent Event [Line Items]
Bonus Compensation Expense			$ 175,000
Chief Executive Officer
Subsequent Event [Line Items]
Bonus Compensation Expense			100,000
Chief Financial Officer, President and Chief Operating Officer, and Executive Vice President of Business Development and Treasury [Member]
Subsequent Event [Line Items]
Bonus Compensation Expense			$ 25,000
Subsequent Events \| Loan And Security Agreement With BHI And First Eagle Alternative Credit LLC
Subsequent Event [Line Items]
Face amount of loan	$ 25,000,000
Number of quarterly installments \| installment	16
Quarterly installment payment	$ 625,000
Final payment amount	15,000,000
Amount of future financing	25,000,000
Payments of upfront fee	$ 625,000
Subsequent Events \| Loan And Security Agreement With BHI And First Eagle Alternative Credit LLC \| LIBOR
Subsequent Event [Line Items]
Basis spread on variable rate	6.20%
Subsequent Events \| Lori Goldstein Brand
Subsequent Event [Line Items]
Cash consideration		$ 1,600,000
Additional cash consideration payable		2,000,000
Contingent consideration		$ 12,500,000
Term of employment agreement		10 years
Base salary rate during current fiscal year		$ 900,000
Base salary rate after current fiscal year		1,200,000
Advisory and consultation fees during current fiscal year		600,000
Advisory and consultation fees after current fiscal year		$ 800,000

Earnings Per Share - Anti-dilutive Securities Excluded (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share [Abstract]
Stock options and warrants (in shares)	6,475,580	7,911,440

Leases (Tables)

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Maturities of Lease Liabilities


($ in thousands)
2021	$	1,892
2022		1,891
2023		1,711
2024		1,711
2025		1,710
After 2025		3,321
Total lease payments		12,236
Less: Discount		2,138
Present value of lease liabilities		10,098
Current portion of lease liabilities		1,927
Non-current portion of lease liabilities	$	8,171

Stockholders' Equity - 2011 Equity Incentive Plan (Details) - 2011 Equity Incentive Plan	Mar. 31, 2021 shares
Stockholders' Equity
Number of common stock eligible for issuance	13,000,000
Shares of common stock available for issuance (in shares)	2,826,541
Shares of common stock reserved for issuance (in shares)	9,307,121

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2021
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 H Company IP, LLC (“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 March 31, 2021 and December 31, 2020 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, and a decrease in accounts receivable collections, as the Company recorded approximately $1 million of additional allowance for doubtful accounts for the year ended December 31, 2020, and approximately $0.1 million for the current quarter, for retailers that have filed for bankruptcy. 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.

Debt - Xcel Term Loan Remaining Principal Payments (Details) - Xcel Term Loan - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Debt
2021	$ 2,800
2022	8,950
2023	5,000
Total	$ 16,750	$ 16,750

Earnings Per Share

3 Months Ended

Mar. 31, 2021

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
	March 31,
	2021	2020
Basic	19,261,436	18,870,398
Effect of exercise of warrants	—	—
Effect of exercise of stock options	—	—
Diluted	19,261,436	18,870,398

As a result of the net loss presented for the current quarter and prior year quarter, 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
	March 31,
	2021	2020
Stock options and warrants	6,475,580	7,911,440

Allowance for Doubtful Accounts (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Financing Receivable, Allowance for Credit Loss [Line Items]
Allowance for doubtful accounts receivable	$ 1,284		$ 1,151
Bad debt expense (recovery)	132	$ 211
Accounts receivable	8,647		$ 8,889
COVID19
Financing Receivable, Allowance for Credit Loss [Line Items]
Allowance for doubtful accounts receivable	1,100
Bad debt expense (recovery)	132	$ 114
Accounts receivable	$ 1,210

Commitments and Contingencies (Details) - USD ($) $ in Millions		3 Months Ended	12 Months Ended
	Feb. 11, 2019	Mar. 31, 2021	Dec. 31, 2020
Halston Heritage Trademarks
Commitments and Contingencies
Contingent consideration	$ 6.0
Earn-out liability recorded		$ 0.9	$ 0.9
COVID19
Commitments and Contingencies
Additional allowance for doubtful accounts		$ 0.1	$ 1.0

Leases

3 Months Ended

Mar. 31, 2021

Leases [Abstract]

Leases

5. Leases

The Company has operating leases for its current office, former office, and a planned retail store location, as well as certain equipment with a term of 12 months or less. The Company’s real estate leases have remaining lease terms of between approximately 1 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 the Company’s leases typically 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 generally recognized on a straight-line basis over the lease term.

For both 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 approximately $0.4 million.

As of March 31, 2021, the weighted average remaining operating lease term was approximately 6.2 years and the weighted average discount rate for operating leases was 6.25%.

Cash paid for amounts included in the measurement of operating lease liabilities was $0.5 million and $0.4 million in the current quarter and prior year quarter, respectively.

As of March 31, 2021, the maturities of lease liabilities were as follows:


($ in thousands)
2021	$	1,892
2022		1,891
2023		1,711
2024		1,711
2025		1,710
After 2025		3,321
Total lease payments		12,236
Less: Discount		2,138
Present value of lease liabilities		10,098
Current portion of lease liabilities		1,927
Non-current portion of lease liabilities	$	8,171

Leases - Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Leases [Abstract]
2021	$ 1,892
2022	1,891
2023	1,711
2024	1,711
2025	1,710
After 2025	3,321
Total lease payments	12,236
Less: Discount	2,138
Present value of lease liabilities	10,098
Current portion of lease liabilities	1,927	$ 2,101
Non-current portion of lease liabilities	$ 8,171	$ 8,469

Debt - Xcel Term Loan Fixed Installments (Details) - Xcel Term Loan $ in Thousands	3 Months Ended
	Mar. 31, 2021 USD ($)
Debt
Repayment of loan as a percentage of Excess cash flow	50.00%
Minimum principal payment	$ 4,450
May 1, 2021, June 30, 2021, September 30, 2021, and December 31, 2021 \| Secured Debt
Debt
Quarterly installment payments on term loans	700
March 31, 2022, June 30, 2022, September 30, 2022, and December 31, 2022 \| Secured Debt
Debt
Quarterly installment payments on term loans	1,125
March 31, 2023, June 30, 2023, September 30, 2023, and December 31, 2023 \| Secured Debt
Debt
Quarterly installment payments on term loans	$ 1,250

Trademarks and Other Intangibles - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
Amortization expense for intangible assets	$ 910	$ 1,140

Allowance for Doubtful Accounts	3 Months Ended
Allowance for Doubtful Accounts	Mar. 31, 2021
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 $1,284,000 and $1,151,000 as of March 31, 2021 and December 31, 2020, respectively. The Company recognized bad debt expense of $132,000 and $211,000 for the current quarter and prior year quarter, respectively. Included within these amounts, the current quarter and prior year quarter reflect $132,000 and $114,000, respectively, of bad debt expense related to the bankruptcy of and economic impact on certain retail customers due to the COVID-19 pandemic. The total allowance of $1.10 million against such customers’ outstanding receivable balances of $1.21 million at March 31, 2021 represents management’s best estimate of collectibility, based on information currently available.

Debt (Tables)

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Net Carrying Amount of Debt

The Company’s net carrying amount of debt was comprised of the following:


	March 31,		December 31,
($ in thousands)	2021		2020
Term loan debt	$	16,750	$	16,750
Unamortized deferred finance costs related to term loan		(92)		(112)
Total		16,658		16,638
Current portion of long-term debt (i)		2,500		2,800
Long-term debt	$	14,158	$	13,838

(i)

The current portion of long-term debt as of March 31, 2021 is based upon the payment terms specified in the new loan and security agreement entered into on April 14, 2021, which resulted in the extinguishment of the term loan debt that existed as of March 31, 2021. See Note 12 for further details.

Maturities of Long-term Debt

The remaining principal balance of the Term Loans outstanding as of March 31, 2021 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
May 1, 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

Thus, the aggregate remaining annual scheduled principal payments under the Term Loans at March 31, 2021 were as follows:


	Amount of
($ in thousands)	Principal
Year Ending December 31,	Payment
2021	$	2,800
2022		8,950
2023		5,000
Total	$	16,750

Schedule of Fixed Charge Coverage Ratios and Leverage Ratios


Fiscal Quarter End		Fixed Charge Coverage Ratio
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


Fiscal Period		Maximum Leverage Ratio
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

- Definition

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 210
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SX 210.5-02.22)
-URI http://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 45
-Paragraph 1A
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28541-108399

Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 6
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21506-112644

Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 235
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-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08.(e),(f))
-URI http://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690

Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
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-Section 45
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=119993939&loc=d3e28551-108399

Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 7
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21521-112644

Reference 7: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21538-112644

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 942
-SubTopic 470
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=75038535&loc=d3e64711-112823

Reference 9: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 835
-SubTopic 30
-Section 55
-Paragraph 8
-URI http://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 505
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=109259400&loc=d3e21475-112644

+ Details

Stockholders' Equity - Stock Options (Details) - USD ($)		3 Months Ended		12 Months Ended
	Mar. 15, 2021	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Number of Options
Outstanding, beginning balance (in shares)		7,179,375
Granted (in shares)		365,390
Canceled (in shares)		0
Exercised (in shares)		5,000
Expired/Forfeited (in shares)		(1,639,000)
Outstanding, ending balance (in shares)		5,900,765		7,179,375
Exercisable (in shares)		1,887,098
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)		$ 3.14
Granted (in dollars per share)		1.86
Canceled (in dollars per share)		0.00
Exercised (in dollars per share)		1.38
Expired/Forfeited (in dollars per share)		5.79
Outstanding, ending balance (in dollars per share)		2.33		$ 3.14
Exercisable (in dollars per share)		$ 3.56
Other disclosures
Outstanding Weighted Average Remaining Contractual Life (in Years)		5 years 11 months 23 days		4 years 11 months 5 days
Exercisable Weighted Average Remaining Contractual Life (in Years)		2 years 6 months 29 days
Aggregate Intrinsic Value, Outstanding		$ 0		$ 0
Aggregate Intrinsic Value, Exercisable		0
Employee Stock Option
Other disclosures
Compensation expense		158,000	$ 68,000
Unrecognized compensation expense		$ 119,000
Weighted average period of recognition		10 months 6 days
Employee Stock Option \| Employee
Number of Options
Granted (in shares)	365,390
Weighted Average Exercise Price
Granted (in dollars per share)	$ 1.86
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

Unaudited Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Current Assets:
Cash and cash equivalents	$ 2,969	$ 4,957
Accounts receivable, net of allowances of $1,284 and $1,151, respectively	8,647	8,889
Inventory	2,785	1,216
Prepaid expenses and other current assets	1,797	1,085
Total current assets	16,198	16,147
Property and equipment, net	3,360	3,367
Operating lease right-of-use assets	8,296	8,668
Trademarks and other intangibles, net	92,627	93,535
Restricted cash	1,109	1,109
Other assets	225	228
Total non-current assets	105,617	106,907
Total Assets	121,815	123,054
Current Liabilities:
Accounts payable, accrued expenses and other current liabilities	5,938	4,442
Accrued payroll	1,283	973
Current portion of operating lease obligation	1,927	2,101
Current portion of long-term debt	2,500	2,800
Total current liabilities	11,648	10,316
Long-Term Liabilities:
Long-term portion of operating lease obligation	8,171	8,469
Long-term debt, less current portion	14,158	13,838
Contingent obligation	900	900
Deferred tax liabilities, net	2,918	3,052
Other long-term liabilities	224	224
Total long-term liabilities	26,371	26,483
Total Liabilities	38,019	36,799
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 19,262,529 and 19,260,862 shares issued and outstanding at March 31, 2021 and December 31, 2020, respectively	19	19
Paid-in capital	102,493	102,324
Accumulated deficit	(19,142)	(16,595)
Total Xcel Brands, Inc. stockholders' equity	83,370	85,748
Noncontrolling interest	426	507
Total Equity	83,796	86,255
Total Liabilities and Equity	$ 121,815	$ 123,054

Stockholders' Equity - Non-Vested Options (Details)	3 Months Ended
Stockholders' Equity - Non-Vested Options (Details)	Mar. 31, 2021 $ / shares shares
Number of Options
Granted (in shares)	365,390
Employee Stock Option
Number of Options
Beginning Balance (in shares)	4,116,167
Granted (in shares)	365,390
Vested (in shares)	(467,890)
Ending Balance (in shares)	4,013,667
Weighted Average Grant Date Fair Value
Beginning Balance (in dollars per share) \| $ / shares	$ 0.08
Granted (in dollars per share) \| $ / shares	0.32
Vested (in dollars per share) \| $ / shares	0.52
Ending Balance (in dollars per share) \| $ / shares	$ 0.05

Debt - Xcel Loan Narrative (Details)		3 Months Ended
Debt - Xcel Loan Narrative (Details)	Feb. 11, 2019 USD ($) loan	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)
Debt
Interest expense		$ 280,000	$ 294,000
Debt instrument, fee amount		27,000
Xcel Term Loan
Debt
Capacity available to convert to incremental term loans	$ 5,000,000
Interest expense		$ 256,000	$ 288,000
Effective interest rate (as percentage)		6.60%	6.60%
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
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 \| 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 \| 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%

Trademarks and Other Intangibles (Tables)

3 Months Ended

Mar. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Trademarks and Other Intangibles


	Weighted
	Average	March 31, 2021
	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		20,386		5,985		14,401
Trademarks (finite-lived)	18 years		38,194		4,723		33,471
Other intellectual property	7 years		762		564		198
Copyrights and other intellectual property	10 years		190		133		57
Total		$	104,032	$	11,405	$	92,627


	Weighted
	Average	December 31, 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		20,386		5,640		14,746
Trademarks (finite-lived)	18 years		38,194		4,192		34,002
Other intellectual property	7 years		762		537		225
Copyrights and other intellectual property	10 years		190		128		62
Total		$	104,032	$	10,497	$	93,535

Unaudited Condensed Consolidated Statements of Stockholders’ Equity - USD ($) $ in Thousands	Common Stock	Paid-In Capital	Accumulated Deficit	Noncontrolling Interest	Total
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]
Shares issued to employees in connection with stock grants		220			220
Shares issued to other employees in connection with stock grants (in shares)	336,700
Shares repurchased from employees in exchange for withholding taxes		(102)			(102)
Shares repurchased from employees in exchange for withholding taxes (in shares)	(155,556)
Compensation expense in connection with stock options and restricted stock		91			91
Net loss			(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, 2020	$ 19	102,324	(16,595)	507	86,255
Balances (in shares) at Dec. 31, 2020	19,260,862
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Compensation expense in connection with stock options and restricted stock		169			$ 169
Shares issued on exercise of stock options, net	1,667				5,000
Net loss			(2,547)	(81)	$ (2,628)
Balances at Mar. 31, 2021	$ 19	$ 102,493	$ (19,142)	$ 426	$ 83,796
Balances (in shares) at Mar. 31, 2021	19,262,529

Earnings Per Share - Dilutive Earnings Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Earnings Per Share [Abstract]
Basic (in shares)	19,261,436	18,870,398
Diluted (in shares)	19,261,436	18,870,398

Unaudited Condensed Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Statement of Financial Position [Abstract]
Accounts Receivable, Allowance for Credit Loss, Current	$ 1,284	$ 1,151
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)	19,262,529	19,260,862
Common stock, shares outstanding (in shares)	19,262,529	19,260,862

Document and Entity Information - shares	3 Months Ended
Document and Entity Information - shares	Mar. 31, 2021	May 13, 2021
Document And Entity Information [Abstract]
Document Type	10-Q
Document Period End Date	Mar. 31, 2021
Entity Registrant Name	XCel Brands, Inc.
Entity Filer Category	Non-accelerated Filer
Title of 12(b) Security	Common Stock, $0.001 par value per share
Trading Symbol	XELB
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Security Exchange Name	NASDAQ
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		19,326,574
Entity Central Index Key	0001083220
Current Fiscal Year End Date	--12-31
Document Fiscal Year Focus	2021
Document Fiscal Period Focus	Q1
Amendment Flag	false

Stockholders' Equity

3 Months Ended

Mar. 31, 2021

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 Accounting Standards Codification 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 long-term implied volatilities of the Company’s stock, 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.

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 quarter is as follows:


				Weighted
				Average
		Weighted		Remaining
		Average		Contractual	Aggregate
	Number of	Exercise		Life	Intrinsic
	Options	Price		(in Years)	Value
Outstanding at January 1, 2021	7,179,375	$	3.14	4.93	$	—
Granted	365,390		1.86
Canceled	—		—
Exercised	(5,000)		1.38
Expired/Forfeited	(1,639,000)		5.79
Outstanding at March 31, 2021, and expected to vest	5,900,765	$	2.33	5.98	$	—
Exercisable at March 31, 2021	1,887,098	$	3.56	2.58	$	—

On March 15, 2021, the Company granted options to purchase an aggregate of 365,390 shares of common stock to various employees. The exercise price of the options is $1.86 per share, and all options vested immediately on the date of grant.

Compensation expense related to stock options for the current quarter and the prior year quarter was approximately $158,000 and $68,000, respectively.

Total unrecognized compensation expense related to unvested stock options at March 31, 2021 amounts to approximately $119,000 and is expected to be recognized over a weighted average period of approximately 0.85 years.

A summary of the Company’s non-vested stock options activity for the current quarter is as follows:


		Weighted
		Average
	Number of	Grant Date
	Options	Fair Value
Balance at January 1, 2021	4,116,167	$	0.08
Granted	365,390		0.32
Vested	(467,890)		0.52
Forfeited or Canceled	—		—
Balance at March 31, 2021	4,013,667	$	0.05

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 quarter is as follows:


				Weighted
				Average
		Weighted		Remaining
		Average		Contractual	Aggregate
	Number of	Exercise		Life	Intrinsic
	Warrants	Price		(in Years)	Value
Outstanding and exercisable at January 1, 2021	579,815	$	4.63	1.32	$	—
Granted	—		—
Canceled	—		—
Exercised	—		—
Expired/Forfeited	—		—
Outstanding and exercisable at March 31, 2021	579,815	$	4.63	1.07	$	—

No compensation expense related to warrants was recognized in the current quarter or prior year quarter.

Stock Awards

A summary of the Company’s restricted stock activity for the current quarter is as follows:


		Weighted
	Number of	Average
	Restricted	Grant Date
	Shares	Fair Value
Outstanding at January 1, 2021	780,833	$	4.09
Granted	—		—
Canceled	—		—
Vested	—		—
Expired/Forfeited	—		—
Outstanding at March 31, 2021	780,833	$	4.09

Compensation expense related to restricted stock grants for the current and prior year quarter was approximately $10,000 and $23,000, respectively.

There was no remaining unrecognized compensation expense related to unvested restricted stock grants at March 31, 2021.

Additionally, during the current quarter, the Company recognized a reduction to compensation expense of approximately $(8,000) related to certain senior management bonuses earned and accrued as liabilities in 2020, which will be paid in a variable number of shares in 2021.

Shares Available Under the Company’s 2011 Equity Incentive Plan

As of March 31, 2021, there were 2,826,541 shares of common stock available for issuance under the Plan.

Shares Reserved for Issuance

As of March 31, 2021, there were 9,307,121 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.

Leases - Additional Information (Details) - USD ($) $ in Millions	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Lessee, Lease, Description [Line Items]
Operating lease expense	$ 0.4	$ 0.4
Weighted average remaining lease term for operating leases	6 years 2 months 12 days
Weighted average discount rate	6.25%
Cash payments for operating lease expense	$ 0.5	$ 0.4
Minimum
Lessee, Lease, Description [Line Items]
Remaining lease term	1 year
Maximum
Lessee, Lease, Description [Line Items]
Remaining lease term	8 years

Related Party Transactions

3 Months Ended

Mar. 31, 2021

Related Party Transactions

10. Related Party Transactions

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 $10,000 and $37,000 for the current quarter and prior year quarter, respectively.

Isaac Mizrahi

On February 24, 2020, the Company entered into an employment agreement with Isaac Mizrahi, a principal stockholder of the Company, for Mr. Mizrahi to continue to serve as Chief Design Officer of the Isaac Mizrahi Brand. The term of the employment agreement expires on December 31, 2022, subject to earlier termination, and may be extended, at the Company’s option, for two successive one-year terms (each, a “Renewal Period”). Mr. Mizrahi’s base salary shall be $1.8 million, $2.0 million, and $2.1 million per annum during the term of the agreement and $2.25 million and $2.4 million during 2023 and 2024 if the term is extended, in each case, subject to adjustment in the event Mr. Mizrahi does not make a specified number of appearances on the QVC channel. Mr. Mizrahi shall be eligible to receive an annual cash bonus (the “Bonus”) up to an amount equal to $2.5 million less base salary for 2020 and $3.0 million less base salary for 2021, 2022, and any year during the Renewal Period. The Bonus shall consist of the DRT Revenue, Bonus, the Brick-and-Mortar Bonus, the Endorsement Bonus and the Monday Bonus, if any, as determined in accordance with the below:

“DRT Bonus” means for any calendar year an amount equal to 10% of the aggregate net revenue related to sales of Isaac Mizrahi Brand products through direct response television. The DRT Revenue Bonus shall be reduced by the amount of the Monday Bonus.

“Brick-and-Mortar Bonus” means for any calendar year an amount equal to 10% of the net revenues from sales of products under the Isaac Mizrahi Brand, excluding DRT revenue and endorsement revenues.

“Endorsement Bonus” means for any calendar year an amount equal to 40% of revenues derived from projects undertaken by the Company with one or more third parties solely for Mr. Mizrahi to endorse the third party’s products through the use of Mr. Mizrahi’s name, likeness, and/or image, and neither the Company nor Mr. Mizrahi provides licensing or design.

“Monday Bonus” means $10,000 for each appearance by Mr. Mizrahi on the QVC channel on Mondays (subject to certain expectations) up to a maximum of 40 such appearances in a calendar year.

Mr. Mizrahi is required to devote his full business time and attention to the business and affairs of the Company and its subsidiaries; however, Mr. Mizrahi is the principal of IM Ready-Made, LLC and Laugh Club, Inc. (“Laugh Club”), and accordingly, he may undertake promotional activities related thereto (including the promotion of his name, image, and likeness) through television, video, and other media (and retain any compensation he receives for such activities) (referred to as “Retained Media Rights”) so long as such activities (i) do not utilize the IM Trademarks, (ii) do not have a mutually negative impact upon or materially conflict with Mr. Mizrahi’s duties under the employment agreement, or (iii) are consented to by the Company. The Company believes that it benefits from Mr. Mizrahi’s independent promotional activities by increased brand awareness of IM Brands and the IM Trademarks.

Severance. If Mr. Mizrahi’s employment is terminated by the Company without “cause,” or if Mr. Mizrahi resigns with “good reason,” then Mr. Mizrahi will be entitled to receive his unpaid base salary and cash bonuses through the termination date and an amount equal to his base salary in effect on the termination date for the longer of six months and the remainder of the then-current term, but in no event exceeding 18 months. If Mr. Mizrahi’s employment is terminated by the Company without “cause” or if Mr. Mizrahi resigns with “good reason” within six months following a change of control (as defined in the employment agreement), Mr. Mizrahi shall be eligible to receive a lump-sum payment equal to two times the sum of (i) his base salary (at an average rate that would have been in effect for such two-year period following termination) plus (ii) the bonus paid or due to Mr. Mizrahi in the year prior to the change in control.

Non-Competition and Non-Solicitation. During the term of Mr. Mizrahi’s employment by the Company and for a one-year period after the termination of such employment (unless his employment was terminated without “cause” or was terminated by him for “good reason”), Mr. Mizrahi may not permit his name to be used by or to participate in any business or enterprise (other than the mere passive ownership of not more than 3% of the outstanding stock of any class of a publicly held corporation whose stock is traded on a national securities exchange or in the over-the-counter market) that engages or proposes to engage in the Company’s business anywhere in the world other than the Company and its subsidiaries. Also during his employment and for a one-year period after the termination of such employment, Mr. Mizrahi may not, directly or indirectly, solicit, induce, or attempt to induce any customer, supplier, licensee, or other business relation of the Company or any of its subsidiaries to cease doing business with the Company or any or its subsidiaries; or solicit, induce, or attempt to induce any person who is, or was during the then-most recent 12-month period, a corporate officer, general manager, or other employee of the Company or any of its subsidiaries, to terminate such employee’s employment with the Company or any of its subsidiaries; or hire any such person unless such person’s employment was terminated by the Company or any of its subsidiaries; or in any way interfere with the relationship between any such customer, supplier, licensee, employee, or business relation and the Company or any of its subsidiaries.

On February 24, 2020, the Company entered into a services agreement with Laugh Club, an entity wholly-owned by Mr. Mizrahi, pursuant to which Laugh Club shall provide services to Mr. Mizrahi necessary for Mr. Mizrahi to perform his services pursuant to the employment agreement. The Company will pay Laugh Club an annual fee of $0.72 million for such services.

Trademarks and Other Intangibles - Schedule of Trademarks and Other Intangibles (Details) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2021	Dec. 31, 2020
Trademarks and Other Intangibles
Gross Carrying Amount, Total	$ 104,032	$ 104,032
Accumulated Amortization	11,405	10,497
Net Carrying Amount, Total	$ 92,627	$ 93,535
Trademarks
Trademarks and Other Intangibles
Weighted Average Amortization Period	15 years	15 years
Gross Carrying Amount (definite-lived)	$ 20,386	$ 20,386
Accumulated Amortization	5,985	5,640
Net Carrying Amount	$ 14,401	$ 14,746
Other intellectual property
Trademarks and Other Intangibles
Weighted Average Amortization Period	7 years	7 years
Gross Carrying Amount (definite-lived)	$ 762	$ 762
Accumulated Amortization	564	537
Net Carrying Amount	$ 198	$ 225
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	133	128
Net Carrying Amount	57	62
Trademarks
Trademarks and Other Intangibles
Gross Carrying Amount (indefinite-lived)	$ 44,500	$ 44,500
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	4,723	4,192
Net Carrying Amount	$ 33,471	$ 34,002

Nature of Operations, Background, and Basis of Presentation (Policies)	3 Months Ended
	Mar. 31, 2021
Nature of Operations, Background, and Basis of Presentation [Abstract]
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements On January 1, 2021, the Company adopted Accounting Standards Update ("ASU") No. 2019‑12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU removes certain exceptions to the general principles in Topic 740, including, but not limited to, intraperiod tax allocations and interim period tax calculations. The ASU also provides additional clarification and guidance related to recognition of franchise taxes and changes in tax laws. The adoption of this new guidance did not have any impact on the Company’s results of operations, cash flows, and financial condition.

Nature of Operations, Background, and Basis of Presentation (Details)	3 Months Ended
	Mar. 31, 2021
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%

Unaudited Condensed Consolidated Statements of Operations - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Revenues
Net revenue	$ 7,809	$ 9,527
Cost of goods sold (sales)	1,835	2,400
Gross profit	5,974	7,127
Operating costs and expenses
Salaries, benefits and employment taxes	4,052	3,948
Other selling, general and administrative expenses	3,038	2,649
Costs in connection with potential acquisitions		80
Stock-based compensation	160	243
Depreciation and amortization	1,210	1,303
Total operating costs and expenses	8,460	8,223
Operating loss	(2,486)	(1,096)
Interest expense and other finance charges	280	294
Loss before income taxes	(2,766)	(1,390)
Income tax benefit	(138)	(552)
Net loss	(2,628)	(838)
Less: Net loss attributable to noncontrolling interest	(81)	(33)
Net loss attributable to Xcel Brands, Inc. stockholders	$ (2,547)	$ (805)
Loss per share attributable to Xcel Brands, Inc. common stockholders:
Basic net loss per share:	$ (0.13)	$ (0.04)
Diluted net loss per share:	$ (0.13)	$ (0.04)
Weighted average number of common shares outstanding:
Basic weighted average common shares outstanding	19,261,436	18,870,398
Diluted weighted average common shares outstanding	19,261,436	18,870,398
Net licensing revenue
Revenues
Net revenue	$ 4,307	$ 5,641
Net sales revenue
Revenues
Net revenue	$ 3,502	$ 3,886

Nature of Operations, Background, and Basis of Presentation	3 Months Ended
	Mar. 31, 2021
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, 2020 (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, 2020, as filed with the SEC on April 23, 2021. The Company is a media and consumer products company engaged in the design, production, marketing, live streaming, wholesale distribution, and direct-to-consumer sales of branded apparel, footwear, accessories, fine jewelry, home goods and other consumer products, and the acquisition of dynamic consumer lifestyle brands. Currently, the Company’s brand portfolio consists of the 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 acquired the LOGO by Lori Goldstein brand, and the various labels under the brand, on April 1, 2021 (see Note 12). The Company designs, produces, markets, and distributes products, licenses its brands to third parties, and generates licensing revenues. The Company and its licensees distribute through an omni-channel retail sales strategy, which includes distribution through interactive television, digital live-stream shopping, brick-and-mortar retail, wholesale, and e-commerce channels to be everywhere its customers shop. Recently Adopted Accounting Pronouncements On January 1, 2021, the Company adopted Accounting Standards Update ("ASU") No. 2019‑12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes.” This ASU removes certain exceptions to the general principles in Topic 740, including, but not limited to, intraperiod tax allocations and interim period tax calculations. The ASU also provides additional clarification and guidance related to recognition of franchise taxes and changes in tax laws. The adoption of this new guidance did not have any impact on the Company’s results of operations, cash flows, and financial condition.

Stockholders' Equity - Stock Awards (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Restricted Stock
Number of Other than Options
Outstanding, beginning balance (in shares)	780,833
Granted (in shares)	0
Canceled (in shares)	0
Vested (in shares)	0
Expired/Forfeited (in shares)	0
Outstanding, ending balance (in shares)	780,833
Weighted Average Exercise Price
Outstanding, beginning balance (in dollars per share)	$ 4.09
Granted (in dollars per share)	0.00
Canceled (in dollars per share)	0.00
Vested (in dollars per share)	0.00
Expired/Forfeited (in dollars per share)	0.00
Outstanding, ending balance (in dollars per share)	$ 4.09
Other disclosures
Compensation expense	$ 10	$ 23
Unrecognized compensation expense	0
Management Stock Bonus
Other disclosures
Compensation expense	$ (8)

Debt

3 Months Ended

Mar. 31, 2021

Debt Disclosure [Abstract]

Debt

6. Debt

The Company’s net carrying amount of debt was comprised of the following:


	March 31,		December 31,
($ in thousands)	2021		2020
Term loan debt	$	16,750	$	16,750
Unamortized deferred finance costs related to term loan		(92)		(112)
Total		16,658		16,638
Current portion of long-term debt (i)		2,500		2,800
Long-term debt	$	14,158	$	13,838

(i)

Term Loan Debt

On February 11, 2019, the Company entered into an amended loan agreement (the “Loan Agreement”) with Bank Hapoalim B.M. (“BHI”), which amended and restated the prior term loan, 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 Loan Agreement also allows that BHI and any other lender party to the Loan Agreement (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 Loan Agreement. 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 and BHI amended the Loan Agreement. 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 and BHI further amended the Loan Agreement. 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.

Management assessed and determined that the 2020 amendments represented debt modifications and, accordingly, no gain or loss was recorded. In connection with the 2020 amendments, the Company incurred fees to or on behalf of BHI of approximately $27,000; these fees, along with deferred finance costs related to financing transactions that took place in prior years, have been deferred on the condensed consolidated balance sheets as a reduction to the carrying value of the term loan debt, and are being amortized to interest expense over the term of the Loan Agreement using the effective interest method.

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 the Xcel Term Loan shall terminate no later than one year following the date of issuance thereof.

On March 31, 2021, concurrent with the negotiations to enter into a new loan and security agreement (see Note 12), the Company and BHI entered into a waiver and consent to the Loan Agreement, which deferred the principal payment due March 31, 2021 until May 1, 2021.

The remaining principal balance of the Term Loans outstanding as of March 31, 2021 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
May 1, 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. No such payments based on excess cash flow were made for the quarter ended March 31, 2021.

Thus, the aggregate remaining annual scheduled principal payments under the Term Loans at March 31, 2021 were as follows:


	Amount of
($ in thousands)	Principal
Year Ending December 31,	Payment
2021	$	2,800
2022		8,950
2023		5,000
Total	$	16,750

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.

Xcel’s obligations under the Loan Agreement 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 Term Loans (the “Guarantors”) and, subject to certain limitations contained in the Term Loans, 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 Loan Agreement 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 Loan Agreement):

net worth as defined in the loan agreements of at least $90.0 million at the end of each fiscal quarter;

liquid assets of 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;

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
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 $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
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

For the current and prior year quarter, the Company incurred aggregate interest expense related to term loan debt of approximately $256,000 and $288,000, respectively. The effective interest rate related to term loan debt was approximately 6.6% for the current quarter and prior year quarter.

Subsequent to March 31, 2021, the Company and its wholly-owned subsidiaries entered into a new loan and security agreement, which resulted in the extinguishment of the term loan debt that existed as of March 31, 2021. See Note 12 for further details.

Trademarks and Other Intangibles

3 Months Ended

Mar. 31, 2021

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	March 31, 2021
	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		20,386		5,985		14,401
Trademarks (finite-lived)	18 years		38,194		4,723		33,471
Other intellectual property	7 years		762		564		198
Copyrights and other intellectual property	10 years		190		133		57
Total		$	104,032	$	11,405	$	92,627


	Weighted
	Average	December 31, 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		20,386		5,640		14,746
Trademarks (finite-lived)	18 years		38,194		4,192		34,002
Other intellectual property	7 years		762		537		225
Copyrights and other intellectual property	10 years		190		128		62
Total		$	104,032	$	10,497	$	93,535

Amortization expense for intangible assets was approximately $0.91 million for the three-month period ended March 31, 2021 (the "current quarter") and was approximately $1.14 million for the three-month period ended March 31, 2020 (the "prior year quarter").

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.

Income Tax	3 Months Ended
Income Tax	Mar. 31, 2021
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 5% and 40%, respectively, resulting in an income tax benefit provision of $0.14 million and $0.55 million, respectively. For the current quarter, the federal statutory rate differed from the effective tax rate primarily due to recurring permanent differences, which decreased the effective tax rate by approximately 17%, partially offset by state taxes, which increased the effective tax rate by approximately 1%. 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 8% and 4%, respectively. The effective tax rate was also attributable to the tax impact of a potential federal net operating loss carryback due to the CARES Act. This item increased the effective rate by 7%.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References + Details

Significant Contracts

3 Months Ended

Mar. 31, 2021

Significant Contracts [Abstract]

Significant Contracts

3. Significant Contracts

QVC Agreements

Under the Company’s agreements with Qurate Retail Group (“Qurate”), collectively referred to as the QVC Agreements, Qurate is required to pay the Company fees based primarily on a percentage of its net sales of Isaac Mizrahi, Ripka, and Longaberger branded merchandise. Qurate royalty revenue represents a significant portion of the Company’s total revenues.

Revenues from the QVC Agreements totaled $3.79 million and $4.69 million for the current and prior year quarter, respectively, representing approximately 49% of the Company’s total net revenues for both the current and prior year quarter.

As of March 31, 2021 and December 31, 2020, the Company had receivables from Qurate of $3.84 million and $4.46 million, respectively, representing approximately 44% and 50% of the Company’s total accounts receivable, respectively.

Stockholders' Equity - Warrants (Details) - Warrant - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Number of Other than Options
Outstanding and exercisable, beginning balance (in shares)	579,815
Granted (in shares)	0
Canceled (in shares)	0
Exercised (in shares)	0
Expired/Forfeited (in shares)	0
Outstanding and exercisable, ending balance (in shares)	579,815		579,815
Weighted Average Exercise Price
Outstanding and exercisable, beginning balance (in dollars per share)	$ 4.63
Granted (in dollars per share)	0.00
Canceled (in dollars per share)	0.00
Exercised (in dollars per share)	0.00
Expired/Forfeited (in dollars per share)	0.00
Outstanding and exercisable, ending balance (in dollars per share)	$ 4.63		$ 4.63
Weighted Average Remaining Contractual Life (in Years), Outstanding and exercisable	1 year 26 days		1 year 3 months 26 days
Aggregate Intrinsic Value, Outstanding and exercisable	$ 0		$ 0
Other disclosures
Compensation expense	$ 0	$ 0
Five year expiration
Stockholders' Equity
Expiration period	5 years
Ten year expiration
Stockholders' Equity
Expiration period	10 years

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2021	Mar. 31, 2020
Cash flows from operating activities
Net loss	$ (2,628)	$ (838)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation and amortization expense	1,210	1,303
Amortization of deferred finance costs	20	25
Stock-based compensation	160	243
Allowance for doubtful accounts	132	211
Deferred income tax benefit	(138)	(552)
Changes in operating assets and liabilities:
Accounts receivable	(377)	1,568
Inventory	(1,569)	111
Prepaid expenses and other assets	(222)	(13)
Accounts payable, accrued expenses and other current liabilities	1,819	(1,656)
Cash paid in excess of rent expense	(100)	(91)
Net cash (used in) provided by operating activities	(1,693)	311
Cash flows from investing activities
Purchase of property and equipment	(295)	(604)
Net cash used in investing activities	(295)	(604)
Cash flows from financing activities
Shares repurchased including vested restricted stock in exchange for withholding taxes		(102)
Net cash used in financing activities		(102)
Net decrease in cash, cash equivalents, and restricted cash	(1,988)	(395)
Cash, cash equivalents, and restricted cash at beginning of period	6,066	5,750
Cash, cash equivalents, and restricted cash at end of period	4,078	5,355
Reconciliation to amounts on consolidated balance sheets:
Cash and cash equivalents	2,969	4,246
Restricted cash	1,109	1,109
Total cash, cash equivalents, and restricted cash	4,078	5,355
Supplemental disclosure of non-cash activities:
Liability for equity-based bonuses	(9)	(68)
Supplemental disclosure of cash flow information:
Cash paid during the period for income taxes	15	17
Cash paid during the period for interest	$ 236	$ 290

Significant Contracts - Additional Information (Details) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2021	Mar. 31, 2020	Dec. 31, 2020
Product Information [Line Items]
Net revenue	$ 7,809	$ 9,527
Accounts receivable	8,647		$ 8,889
Sales [Member] \| Customer Concentration Risk [Member] \| QVC, Inc. [Member]
Product Information [Line Items]
Net revenue	$ 3,790	$ 4,690
Concentration Risk, Percentage	49.00%	49.00%
Accounts Receivable [Member] \| Customer Concentration Risk [Member] \| QVC, Inc. [Member]
Product Information [Line Items]
Concentration Risk, Percentage	44.00%		50.00%
Accounts receivable	$ 3,840		$ 4,460

- Definition

Amount, including tax collected from customer, of revenue from satisfaction of performance obligation by transferring promised good or service to customer. Tax collected from customer is tax assessed by governmental authority that is both imposed on and concurrent with specific revenue-producing transaction, including, but not limited to, sales, use, value-added and excise.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 41
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9038-108599

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 5
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130545-203045

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 32
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8933-108599

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 30
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8906-108599

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (b)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 22
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e8736-108599

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 606
-SubTopic 10
-Section 50
-Paragraph 4
-Subparagraph (a)
-URI http://asc.fasb.org/extlink&oid=121604090&loc=SL49130543-203045

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 42
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9054-108599

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 280
-SubTopic 10
-Section 50
-Paragraph 40
-URI http://asc.fasb.org/extlink&oid=120311839&loc=d3e9031-108599

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 924
-SubTopic 10
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 11.L)
-URI http://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856

+ Details

Earnings Per Share (Tables)

3 Months Ended

Mar. 31, 2021

Earnings Per Share [Abstract]

Computation of Diluted Earnings Per Share


	Three Months Ended
	March 31,
	2021	2020
Basic	19,261,436	18,870,398
Effect of exercise of warrants	—	—
Effect of exercise of stock options	—	—
Diluted	19,261,436	18,870,398

Anti-dilutive Securities Excluded from Computation of Earnings Per Share


	Three Months Ended
	March 31,
	2021	2020
Stock options and warrants	6,475,580	7,911,440

Income Tax (Details) - USD ($) $ in Thousands	3 Months Ended
Income Tax (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Mar. 31, 2020
Income Tax Disclosure [Abstract]
Effective income tax rate	5.00%	40.00%
Income tax (benefit) provision	$ (138)	$ (552)
Effect of state taxes on effective tax rate	1.00%	8.00%
Effect of permanent differences on effective tax rate	(17.00%)	4.00%
Effect of potential federal net operating loss carryback due to the CARES Act on effective tax rate		7.00%

- Definition

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

+ References + Details

Related Party Transactions (Details)		3 Months Ended
Related Party Transactions (Details)	Feb. 24, 2020 USD ($) item	Mar. 31, 2021 USD ($)	Mar. 31, 2020 USD ($)
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		$ 10,000	$ 37,000
Isaac Mizrahis
Asset Purchase Agreement
Extension term	2 years
Initial cash bonus basis for Calculation	$ 2,500,000
Subsequent cash bonus basis for Calculation	$ 3,000,000
DRT Bonus	10.00%
Bricks-and-Mortar Bonus	10.00%
Endorsement Bonus	40.00%
Monday bonus per appearance	$ 10,000
Maximum appearances eligible for Monday bonus \| item	40
Termination compensation period	2 years
Period of restriction of doing similar activity post termination	1 year
Maximum ownership interest in investment	3.00%
Period of restriction for solicit business relations post termination.	1 year
2020	$ 1,800,000
2021	2,000,000
2022	2,100,000
2023	2,250,000
2024	2,400,000
Isaac Mizrahis \| Laugh Club
Asset Purchase Agreement
Annual fee	$ 720,000

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2021
Subsequent Events [Abstract]
Subsequent Events	12. Subsequent Events Acquisition of Lori Goldstein Brand On April 1, 2021, the Company and its wholly-owned subsidiary, Gold Licensing, LLC, acquired the “Lori Goldstein” trademarks and other intellectual property rights related thereto, from Lori Goldstein, Ltd. (the “Seller”), in exchange for initial cash consideration of $1.6 million, an additional $2.0 million of cash consideration payable upon the earlier of (i) the Company’s receipt of the first royalty payment from QVC with respect to the acquired trademarks or (ii) July 29, 2021, plus additional cash earn-out consideration of up to $12.5 million based on the future performance of the brand. Concurrent with the acquisition, the Company also entered into a 10-year employment agreement with the shareholder of the Seller to serve as the brand’s Chief Creative Officer and Spokesperson, with a base salary of $0.9 million per annum through December 31, 2021 and $1.2 million per annum thereafter, and the opportunity to earn additional incentives based on the future net royalties related to the brand. Additionally, the Company concurrently entered into a consulting agreement with the Seller to provide creative advice and consultation, for a fee of $0.6 million per annum through December 31, 2021 and $0.8 million per annum thereafter. Upon the consummation of the acquisition of the Lori Goldstein Brand described above, the Company incurred cash bonuses totaling $175,000 to certain members of the Company’s senior management (including $100,000 to the Chief Executive Officer, and $25,000 each to the Chief Financial Officer, President and Chief Operating Officer, and Executive Vice President of Business Development and Treasury), such success-related bonuses having been approved by the Board of Directors on March 18, 2021. Debt Refinancing Transaction On April 14, 2021, the Company and its wholly-owned subsidiaries entered into a new loan and security agreement with BHI and First Eagle Alternative Credit, LLC (“FEAC”), which resulted in the extinguishment of the term loan debt that existed as of March 31, 2021. Under this transaction, the Company’s term loan debt obligation increased to $25.0 million, payable in 16 equal quarterly installments of $625,000, commencing June 30, 2021 and ending on March 31, 2025, with a final payment of $15.0 million payable on the maturity date of April 14, 2025. The new term loan debt bears interest at a weighted average rate of LIBOR plus 6.2% per annum. In addition, the facility provides for up to $25.0 million of future acquisition financing, subject to lender approval on a deal-by-deal basis. The Company’s obligations under the new loan and security agreement are secured by all of the assets of the Company and, subject to certain limitations, equity interests of the Company’s wholly-owned subsidiaries. The new loan and security agreement contains customary covenants, including reporting requirements, trademark preservation, and financial covenants. The Company paid an upfront fee of $625,000 to the lenders in connection with this transaction.

Debt - Net Carrying Amount of Debt (Details) - USD ($) $ in Thousands	Mar. 31, 2021	Dec. 31, 2020
Debt
Unamortized deferred finance costs related to term loan	$ (92)	$ (112)
Total	16,658	16,638
Current portion of long-term debt	2,500	2,800
Long-term debt	14,158	13,838
Xcel Term Loan
Debt
Term loan debt	$ 16,750	$ 16,750

Debt - Schedule of Fixed Charge Coverage Ratios and Leverage Ratios (Details) - Second Amended And Restated Loan And Security Agreement - Xcel Term Loan	Mar. 31, 2021
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
March 31, 2021
Debt
Leverage ratio required for loan covenant	3.15
June 30, 2021
Debt
Leverage ratio required for loan covenant	3.00
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