Filed Pursuant to Rule 424(b)(3)
File Number 333-191278
Supplement No.1
(To prospectus dated November 12, 2013)
XCEL BRANDS, INC.
8,174,925 shares of common stock
This prospectus supplement No. 1 supplements and amends the prospectus dated November 12, 2013, as previously supplemented (the “Prospectus”). This prospectus supplement should be read in conjunction with the Prospectus and may not be delivered or utilized without the Prospectus.
On November 14, 2013, Xcel Brands, Inc. filed with the Securities and Exchange Commission a quarterly report on Form 10-Q.
The date of this prospectus supplement is November 14, 2013
Delaware |
|
76-0307819 |
(State or Other Jurisdiction of |
|
(I.R.S. Employer Identification No.) |
Incorporation or Organization) |
|
|
Large accelerated filer ¨ |
Accelerated filer ¨ |
|
|
Non- accelerated filer ¨ |
Small reporting company x |
|
|
|
Page |
|
|
|
|
PART I. |
FINANCIAL INFORMATION |
|
|
|
|
|
|
Item 1. |
Financial Statements (Unaudited) |
|
|
|
|
|
|
|
Condensed Consolidated Balance Sheets |
|
3 |
|
|
|
|
|
Unaudited Condensed Consolidated Statements of Operations |
|
4 |
|
|
|
|
|
Unaudited Condensed Consolidated Statements of Cash Flows |
|
5 |
|
|
|
|
|
Notes to Unaudited Condensed Consolidated Financial Statements |
|
6 |
|
|
|
|
Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
|
18 |
|
|
|
|
Item 3. |
Controls and Procedures |
|
24 |
|
|
|
|
PART II. |
OTHER INFORMATION |
|
|
|
|
|
|
Item 1. |
Legal Proceedings |
|
24 |
|
|
|
|
Item 1A. |
Risk Factors |
|
24 |
|
|
|
|
Item 2. |
Unregistered sales of equity securities and use of proceeds |
|
24 |
|
|
|
|
Item 3. |
Defaults upon senior securities |
|
24 |
|
|
|
|
Item 4. |
Mine Safety Disclosures |
|
24 |
|
|
|
|
Item 5 |
Other information |
|
24 |
|
|
|
|
Item 6 |
Exhibits |
|
24 |
|
|
|
|
|
Signatures |
|
25 |
2 | ||
|
|
September 30, 2013 |
|
December 31, 2012 |
| ||
|
|
(Unaudited) |
|
(See Note 1) |
| ||
Assets |
|
|
|
|
|
|
|
Current Assets: |
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
7,867,000 |
|
$ |
3,929,000 |
|
Accounts receivable, net |
|
|
4,688,000 |
|
|
3,428,000 |
|
Inventory |
|
|
90,000 |
|
|
- |
|
Prepaid expenses |
|
|
400,000 |
|
|
329,000 |
|
Total current assets |
|
|
13,045,000 |
|
|
7,686,000 |
|
Property and Equipment: |
|
|
|
|
|
|
|
Leasehold improvements, furniture and equipment |
|
|
1,784,000 |
|
|
1,516,000 |
|
Less: accumulated depreciation |
|
|
669,000 |
|
|
403,000 |
|
Total property and equipment |
|
|
1,115,000 |
|
|
1,113,000 |
|
Other Assets: |
|
|
|
|
|
|
|
Trademarks and other intangibles, net |
|
|
45,440,000 |
|
|
45,835,000 |
|
Goodwill |
|
|
12,371,000 |
|
|
12,371,000 |
|
Deferred finance costs, net |
|
|
209,000 |
|
|
450,000 |
|
Other assets |
|
|
264,000 |
|
|
349,000 |
|
Total other assets |
|
|
58,284,000 |
|
|
59,005,000 |
|
Total Assets |
|
$ |
72,444,000 |
|
$ |
67,804,000 |
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders' Equity |
|
|
|
|
|
|
|
Current Liabilities: |
|
|
|
|
|
|
|
Accounts payable and accrued expenses |
|
$ |
1,110,000 |
|
$ |
1,421,000 |
|
Deferred revenue, net of long-term portion |
|
|
119,000 |
|
|
221,000 |
|
Other current liabilities |
|
|
88,000 |
|
|
144,000 |
|
Current portion of long-term debt |
|
|
6,244,000 |
|
|
1,350,000 |
|
Total current liabilities |
|
|
7,561,000 |
|
|
3,136,000 |
|
Long-Term Liabilities: |
|
|
|
|
|
|
|
Long-term liabilities, less current portion |
|
|
19,426,000 |
|
|
29,046,000 |
|
Deferred tax liability |
|
|
8,656,000 |
|
|
10,177,000 |
|
Deferred revenue, net of short-term portion |
|
|
550,000 |
|
|
480,000 |
|
Total long-term liabilities |
|
|
28,632,000 |
|
|
39,703,000 |
|
Total Liabilities |
|
|
36,193,000 |
|
|
42,839,000 |
|
|
|
|
|
|
|
|
|
Commitments and contingencies |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders' Equity: |
|
|
|
|
|
|
|
Preferred stock, $.001 par value, 1,000,000 shares authorized, none issued and outstanding |
|
|
- |
|
|
- |
|
Common stock, $.001 par value, 25,000,000 shares authorized, 10,167,427 and 7,339,979 issued and outstanding at September 30, 2013 and December 31, 2012, respectively. |
|
|
10,000 |
|
|
7,000 |
|
Paid-in capital |
|
|
31,313,000 |
|
|
21,966,000 |
|
Retained earnings |
|
|
4,928,000 |
|
|
2,992,000 |
|
Total stockholders' equity |
|
|
36,251,000 |
|
|
24,965,000 |
|
|
|
|
|
|
|
|
|
Total Liabilities and Stockholders' Equity |
|
$ |
72,444,000 |
|
$ |
67,804,000 |
|
3 | ||
|
|
For the Three Months Ended |
|
For the Nine Months Ended |
| ||||||||
|
|
September 30, |
|
September 30, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Revenues |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net licensing revenue |
|
$ |
3,075,000 |
|
$ |
2,765,000 |
|
$ |
8,863,000 |
|
$ |
7,815,000 |
|
Design and service fee income |
|
|
714,000 |
|
|
960,000 |
|
|
1,288,000 |
|
|
1,614,000 |
|
Net retail sales |
|
|
130,000 |
|
|
- |
|
|
162,000 |
|
|
- |
|
Total revenues |
|
|
3,919,000 |
|
|
3,725,000 |
|
|
10,313,000 |
|
|
9,429,000 |
|
Cost of goods sold |
|
|
61,000 |
|
|
- |
|
|
74,000 |
|
|
- |
|
Gross profit |
|
|
3,858,000 |
|
|
3,725,000 |
|
|
10,239,000 |
|
|
9,429,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating expenses |
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries, benefits and employment taxes |
|
|
1,646,000 |
|
|
1,281,000 |
|
|
4,713,000 |
|
|
3,813,000 |
|
Other design and marketing costs |
|
|
39,000 |
|
|
167,000 |
|
|
325,000 |
|
|
447,000 |
|
Other selling, general and administrative expenses |
|
|
748,000 |
|
|
444,000 |
|
|
1,902,000 |
|
|
1,598,000 |
|
Stock-based compensation |
|
|
2,295,000 |
|
|
2,043,000 |
|
|
4,652,000 |
|
|
3,479,000 |
|
Depreciation and amortization |
|
|
222,000 |
|
|
216,000 |
|
|
663,000 |
|
|
640,000 |
|
Total operating expenses |
|
|
4,950,000 |
|
|
4,151,000 |
|
|
12,255,000 |
|
|
9,977,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other expenses (income) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss on extinguishment of debt |
|
|
1,351,000 |
|
|
- |
|
|
1,351,000 |
|
|
- |
|
Gain on reduction of contingent obligations |
|
|
(5,100,000) |
|
|
- |
|
|
(5,100,000) |
|
|
- |
|
Total other income |
|
|
(3,749,000) |
|
|
- |
|
|
(3,749,000) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss) |
|
|
2,657,000 |
|
|
(426,000) |
|
|
1,733,000 |
|
|
(548,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest and finance expense |
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense - term loan |
|
|
189,000 |
|
|
286,000 |
|
|
738,000 |
|
|
858,000 |
|
Other interest and finance charges |
|
|
196,000 |
|
|
262,000 |
|
|
685,000 |
|
|
778,000 |
|
Total interest and finance expense |
|
|
385,000 |
|
|
548,000 |
|
|
1,423,000 |
|
|
1,636,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes |
|
|
2,272,000 |
|
|
(974,000) |
|
|
310,000 |
|
|
(2,184,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax benefit |
|
|
(847,000) |
|
|
(502,000) |
|
|
(1,626,000) |
|
|
(520,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
3,119,000 |
|
$ |
(472,000) |
|
$ |
1,936,000 |
|
$ |
(1,664,000) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
$ |
0.31 |
|
$ |
(0.06) |
|
$ |
0.22 |
|
$ |
(0.25) |
|
Diluted |
|
$ |
0.29 |
|
|
N/A |
|
$ |
0.20 |
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of common shares outstanding: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
10,167,769 |
|
|
7,517,151 |
|
|
8,892,303 |
|
|
6,772,244 |
|
Diluted |
|
|
10,753,850 |
|
|
N/A |
|
|
9,478,787 |
|
|
N/A |
|
4 | ||
|
|
For the Nine Months Ended September 30, |
| ||||
|
|
2013 |
|
2012 |
| ||
|
|
|
|
|
|
|
|
Cash flows from operating activities |
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
1,936,000 |
|
$ |
(1,664,000) |
|
Adjustments to reconcile net income (loss) to net cash provided by operating activities: |
|
|
|
|
|
|
|
Depreciation and amortization expense |
|
|
663,000 |
|
|
640,000 |
|
Amortization of deferred finance costs |
|
|
77,000 |
|
|
93,000 |
|
Stock-based compensation |
|
|
4,652,000 |
|
|
3,479,000 |
|
Allowance for doubtful accounts |
|
|
45,000 |
|
|
- |
|
Amortization of seller note discount |
|
|
438,000 |
|
|
401,000 |
|
Amortization of senior note discount |
|
|
139,000 |
|
|
176,000 |
|
Deferred income tax benefit |
|
|
(1,515,000) |
|
|
(548,000) |
|
Loss on extinguishment of debt |
|
|
1,351,000 |
|
|
- |
|
Gain on reduction of contingent obligations |
|
|
(5,100,000) |
|
|
- |
|
Changes in operating assets and liabilities: |
|
|
|
|
|
|
|
Accounts receivable |
|
|
(1,305,000) |
|
|
(1,151,000) |
|
Inventory |
|
|
(90,000) |
|
|
- |
|
Other assets |
|
|
23,000 |
|
|
(156,000) |
|
Accounts payable and accrued expenses |
|
|
(325,000) |
|
|
66,000 |
|
Deferred revenue |
|
|
(3,000) |
|
|
131,000 |
|
Other liabilities |
|
|
(53,000) |
|
|
50,000 |
|
Net cash provided by operating activities |
|
|
933,000 |
|
|
1,517,000 |
|
|
|
|
|
|
|
|
|
Cash flows from investing activities |
|
|
|
|
|
|
|
Purchase of property and equipment |
|
|
(268,000) |
|
|
(110,000) |
|
Increase in long-term security deposit |
|
|
(8,000) |
|
|
(175,000) |
|
Reduction of restricted cash for security deposit |
|
|
- |
|
|
175,000 |
|
Net cash used in investing activities |
|
|
(276,000) |
|
|
(110,000) |
|
|
|
|
|
|
|
|
|
Cash flows from financing activities |
|
|
|
|
|
|
|
Proceeds from issuance of common stock and warrants |
|
|
5,000,000 |
|
|
- |
|
Repayment of long-term debt |
|
|
(13,500,000) |
|
|
- |
|
Prepayment fee on extinguishment of debt |
|
|
(189,000) |
|
|
- |
|
Proceeds from term loan |
|
|
13,000,000 |
|
|
- |
|
Principal payment of the seller note |
|
|
(500,000) |
|
|
- |
|
Payment of expenses related to equity and recapitalization |
|
|
(310,000) |
|
|
(3,000) |
|
(Acquisition) reduction deferred finance costs |
|
|
(217,000) |
|
|
22,000 |
|
Repayment of lease obligation |
|
|
(3,000) |
|
|
(13,000) |
|
Net cash provided by financing activities |
|
|
3,281,000 |
|
|
6,000 |
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents |
|
|
3,938,000 |
|
|
1,413,000 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, beginning of period |
|
|
3,929,000 |
|
|
2,718,000 |
|
|
|
|
|
|
|
|
|
Cash and cash equivalents, end of period |
|
$ |
7,867,000 |
|
$ |
4,131,000 |
|
|
|
|
|
|
|
|
|
Supplemental disclosure of non-cash financing activities: |
|
|
|
|
|
|
|
Restricted stock grants to employees and directors |
|
$ |
5,403,000 |
|
$ |
4,635,000 |
|
Warrants issued to licensee |
|
$ |
- |
|
$ |
23,000 |
|
Forfeiture of employee stock grants |
|
$ |
(3,000) |
|
$ |
(2,000) |
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information: |
|
|
|
|
|
|
|
Cash paid during the period for income taxes |
|
$ |
240,000 |
|
$ |
62,000 |
|
Cash paid during the period for interest |
|
$ |
928,000 |
|
$ |
916,000 |
|
5 | ||
|
1. |
NATURE OF OPERATIONS, BACKGROUND AND BASIS OF PRESENTATION |
|
2. |
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
6 | ||
7 | ||
|
3. |
Trademarks, Goodwill and Other Intangibles |
|
|
September 30, |
|
December 31, |
| ||
|
|
2013 |
|
2012 |
| ||
Trademarks |
|
$ |
44,500,000 |
|
$ |
44,500,000 |
|
Licensing agreements |
|
|
2,000,000 |
|
|
2,000,000 |
|
Accumulated amortization, licensing agreements |
|
|
(1,060,000) |
|
|
(665,000) |
|
Net carrying amount |
|
$ |
45,440,000 |
|
$ |
45,835,000 |
|
|
4. |
Significant Contracts |
8 | ||
|
5. |
Debt |
|
|
September 30, |
|
December 31, |
| ||
|
|
2013 |
|
2012 |
| ||
Term Loan |
|
$ |
13,000,000 |
|
$ |
12,579,000 |
|
Seller Note |
|
|
6,244,000 |
|
|
6,306,000 |
|
Contingent obligation Seller |
|
|
6,366,000 |
|
|
11,466,000 |
|
Other long term liabilities |
|
|
60,000 |
|
|
45,000 |
|
Total |
|
|
25,670,000 |
|
|
30,396,000 |
|
Current portion |
|
|
6,244,000 |
|
|
1,350,000 |
|
Total long term liabilities |
|
$ |
19,426,000 |
|
$ |
29,046,000 |
|
Period |
|
Applicable Premium |
| |
Prior to September 29, 2013 |
|
|
2 |
% |
Prior to September 29, 2014 |
|
|
1 |
% |
On or After September 29, 2014 |
|
|
0 |
% |
|
|
Amount of |
| |
|
|
Principal |
| |
Date of Payment |
|
Payment |
| |
|
|
|
|
|
October 1, 2014, January 1, 2015, April 1, 2015 and July 1, 2015 |
|
$ |
250,000 |
|
|
|
|
|
|
October 1, 2015, January 1, 2016, April 1, 2016 and July 1, 2016 |
|
$ |
625,000 |
|
|
|
|
|
|
October 1, 2016, January 1, 2017, April 1, 2017 and July 1, 2017 |
|
$ |
750,000 |
|
|
|
|
|
|
October 1, 2017, January 1, 2018 and April 1, 2018 |
|
$ |
875,000 |
|
|
|
|
|
|
July 1, 2018 |
|
$ |
3,875,000 |
|
9 | ||
|
|
ROYALTY |
|
EARN-OUT |
| ||
ROYALTY TARGET PERIODS |
|
TARGET |
|
VALUE |
| ||
Third Royalty Target Period (October 1, 2013 to September 30, 2014) |
|
$ |
22,000,000 |
|
$ |
7,500,000 |
|
Fourth Royalty Target Period (October 1, 2014 to September 30, 2015) |
|
$ |
24,000,000 |
|
$ |
7,500,000 |
|
APPLICABLE |
|
% OF EARN-OUT |
| |
PERCENTAGE |
|
VALUE EARNED |
| |
Less than 76% |
|
|
0 |
% |
76% up to 80% |
|
|
40 |
% |
80% up to 90% |
|
|
70 |
% |
90% up to 95% |
|
|
80 |
% |
95% up to 100% |
|
|
90 |
% |
100% or greater |
|
|
100 |
% |
10 | ||
|
6. |
Stockholders’ Equity |
Expected Volatility (i) |
|
22 |
% |
Expected Dividend Yield |
|
0 |
% |
Expected Life (Term) (ii) |
|
2.5 years |
|
Risk-Free Interest Rate |
|
0.39 |
% |
|
(i) |
Due to the Company’s limited trading activity, the Company used the average volatility of similar companies in its industry. |
|
(ii) |
Due to the Company’s limited history, the expected life of options was calculated using the ‘simplified method’ in accordance with Staff Accounting Bulletin (“SAB”) Topic 14.02 in accordance with SAB 110. |
11 | ||
Expected Volatility (i) |
|
22-42 |
% |
Expected Dividend Yield |
|
0 |
% |
Expected Life (Term) (ii) |
|
2.5 5.75 years |
|
Risk-Free Interest Rate |
|
0.39% - 0.98 |
% |
|
(i) |
Due to the Company’s limited trading activity, the Company used the average volatility of similar companies in its industry. |
|
(ii) |
Due to the Company’s limited history, the expected life of options was calculated using the ‘simplified method’ in accordance with Staff Accounting Bulletin (“SAB”) Topic 14.02 in accordance with SAB 110. |
12 | ||
|
|
|
|
|
Weighted-Average |
| |
|
|
Options |
|
Exercise Price |
| ||
Outstanding at January 1, 2013 |
|
|
345,000 |
|
$ |
4.54 |
|
Granted |
|
|
- |
|
|
- |
|
Canceled |
|
|
- |
|
|
- |
|
Exercised |
|
|
- |
|
|
- |
|
Expired/Forfeited |
|
|
(1,375) |
|
|
3.55 |
|
Outstanding at September 30, 2013 |
|
|
343,625 |
|
$ |
4.55 |
|
Exercisable at September 30, 2013 |
|
|
213,483 |
|
$ |
4.64 |
|
|
|
|
|
|
Weighted-Average |
| |
|
|
Warrants |
|
Exercise Price |
| ||
Outstanding at January 1, 2013 |
|
|
1,132,043 |
|
$ |
2.47 |
|
Granted (See private offering of equity securities above) |
|
|
312,500 |
|
|
5.00 |
|
Canceled |
|
|
- |
|
|
- |
|
Exercised |
|
|
- |
|
|
- |
|
Expired/Forfeited |
|
|
- |
|
|
- |
|
Outstanding at September 30, 2013 and expected to vest. |
|
|
1,444,543 |
|
$ |
3.01 |
|
Exercisable at September 30, 2013 |
|
|
1,444,543 |
|
$ |
3.01 |
|
13 | ||
|
|
|
|
|
Weighted-Average |
| |
|
|
Restricted |
|
Grant Date Fair |
| ||
|
|
Shares |
|
Value |
| ||
Outstanding at January 1, 2013 |
|
|
964,607 |
|
$ |
3.00 |
|
Granted |
|
|
1,399,750 |
|
|
3.86 |
|
Canceled |
|
|
- |
|
|
- |
|
Vested |
|
|
(16,868) |
|
|
3.00 |
|
Expired/Forfeited |
|
|
- |
|
|
- |
|
Outstanding at September 30, 2013 |
|
|
2,347,489 |
|
$ |
3.51 |
|
|
7. |
Earnings Per Share |
|
|
Three Months ended |
|
Nine Months ended |
| ||||||||
|
|
September 30, |
|
September 30, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Basic |
|
|
10,167,769 |
|
|
7,517,151 |
|
|
8,892,303 |
|
|
6,772,244 |
|
Effect of exercise of stock options |
|
|
4,241 |
|
|
n/a |
|
|
4,644 |
|
|
n/a |
|
Effect of exercise of warrants |
|
|
581,840 |
|
|
n/a |
|
|
581,840 |
|
|
n/a |
|
Diluted |
|
|
10,753,850 |
|
|
7,517,151 |
|
|
9,478,787 |
|
|
6,772,244 |
|
|
|
Three Months ended |
|
Nine Months ended |
| ||||||||
|
|
September 30, |
|
September 30, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Stock options and warrants |
|
|
1,126,925 |
|
|
580,825 |
|
|
949,498 |
|
|
658,208 |
|
|
8. |
Income Taxes |
14 | ||
|
|
Three Months Ended |
|
|
Nine Months Ended |
| ||
|
|
September 30, 2013 |
|
|
September 30, 2013 |
| ||
Federal statutory rate |
|
|
34.0 |
% |
|
$ |
34.0 |
% |
State income taxes, net of federal benefit |
|
|
7.2 |
% |
|
|
7.2 |
% |
Gain on reduction of earn-out |
|
|
(92.5) |
% |
|
|
(677.2) |
% |
Change in state rate |
|
|
15.2 |
% |
|
|
111.3 |
% |
Fin 18 Adjustment |
|
|
(1.5) |
% |
|
|
(4.9) |
% |
Other |
|
|
0.3 |
% |
|
|
5.6 |
% |
Income tax benefit |
|
|
(37.3) |
% |
|
$ |
(524.0) |
% |
|
9. |
Segment Information |
|
|
Three Months Ended |
|
Nine Months Ended |
| ||||||||
|
|
September 30, |
|
September 30, |
| ||||||||
|
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Revenue: |
|
|
|
|
|
|
|
|
|
|
|
|
|
Net licensing revenue |
|
$ |
3,075,000 |
|
$ |
2,765,000 |
|
$ |
8,863,000 |
|
$ |
7,815,000 |
|
Design and service fee income |
|
|
714,000 |
|
|
960,000 |
|
|
1,288,000 |
|
|
1,614,000 |
|
Design and licensing revenues |
|
|
3,789,000 |
|
|
3,725,000 |
|
|
10,151,000 |
|
|
9,429,000 |
|
Retail sales |
|
|
130,000 |
|
|
- |
|
|
162,000 |
|
|
- |
|
Total revenues |
|
$ |
3,919,000 |
|
$ |
3,725,000 |
|
$ |
10,313,000 |
|
$ |
9,429,000 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income (loss): |
|
|
|
|
|
|
|
|
|
|
|
|
|
Design and licensing |
|
$ |
2,797,000 |
|
$ |
(426,000) |
|
$ |
1,966,000 |
|
$ |
(548,000) |
|
Retail |
|
|
(140,000) |
|
|
- |
|
|
(233,000) |
|
|
- |
|
Total operating income (loss) |
|
$ |
2,657,000 |
|
$ |
(426,000) |
|
$ |
1,733,000 |
|
$ |
(548,000) |
|
|
|
Three Months Ended September 30, |
|
Nine Months Ended September 30, |
| ||||||||
Capital Expenditures |
|
2013 |
|
2012 |
|
2013 |
|
2012 |
| ||||
Property and equipment : |
|
|
|
|
|
|
|
|
|
|
|
|
|
Design and licensing |
|
$ |
30,000 |
|
$ |
19,000 |
|
$ |
127,000 |
|
$ |
110,000 |
|
Retail |
|
|
23,000 |
|
|
- |
|
|
141,000 |
|
|
- |
|
Total capital expenditures |
|
$ |
53,000 |
|
$ |
19,000 |
|
$ |
268,000 |
|
$ |
110,000 |
|
|
|
September 30, |
|
December 31, |
| ||
Long Lived Assets |
|
2013 |
|
2012 |
| ||
Trademarks and other intangibles, net : |
|
|
|
|
|
|
|
Design and licensing |
|
$ |
45,440,000 |
|
$ |
45,835,000 |
|
Retail |
|
|
- |
|
|
- |
|
Total Trademarks and other intangibles, net |
|
$ |
45,440,000 |
|
$ |
45,835,000 |
|
|
|
|
|
|
|
|
|
Property and equipment : |
|
|
|
|
|
|
|
Design and licensing |
|
$ |
984,000 |
|
$ |
1,113,000 |
|
Retail |
|
|
131,000 |
|
|
- |
|
Total property and equipment |
|
$ |
1,115,000 |
|
$ |
1,113,000 |
|
15 | ||
|
10. |
Related Party Transactions |
16 | ||
|
11. |
Subsequent Events |
17 | ||
18 | ||
19 | ||
20 | ||
21 | ||
22 | ||
23 | ||
24 | ||
Date: November 14, 2013 |
By: |
/s/ Robert W. D’Loren |
|
|
Name: Robert W. D’Loren |
|
|
Title: Chairman and Chief Executive Officer |
|
|
|
|
By: |
/s/ James Haran |
|
|
Name: James Haran |
|
|
Title: Chief Financial Officer and Vice President |
25 | ||