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Asset Acquisition [Text Block]

3. Acquisition of H Halston Trademarks

On December 22, 2014, the Company and its wholly-owned subsidiary, H Licensing, entered into an asset purchase agreement (the “H Asset Purchase Agreement”) with The H Company IP, LLC (“HIP”), and its parent, House of Halston LLC (“HOH”), pursuant to which the Company acquired certain assets of HIP, including the “H by Halston” and “H Halston” trademarks (collectively, the “H Halston Brands”) and other intellectual property rights relating thereto. Benjamin Malka, a director of the Company, is a 24% equity holder of HOH, and Chief Executive Officer of HOH.

Pursuant to the H Asset Purchase Agreement, the Company delivered (i) $18,023,090 in cash; (ii) 1,000,000 shares of its Common Stock to HIP and (iii) warrants to purchase up to 750,000 shares of the Company’s Common Stock to HIP’s designee. The warrants are exercisable for a period of five years following the closing date at an exercise price of $12.00 per share (see Note 8).

Pursuant to voting agreements entered into on December 22, 2014 (the “Voting Agreement”), each of HIP and HIP’s Designee appointed Robert W. D’Loren, the Company’s Chief Executive Officer, President and Chairman of the Board, as its irrevocable proxy and attorney-in-fact with respect to the shares of the Company’s Common Stock and warrants received by it in connection with the transaction, respectively. As proxy holder, Mr. D’Loren, is required to vote in favor of matters recommended or approved by the board of directors.

Pursuant to a lock-up agreement entered into on December 22, 2014, HIP agreed that during the twelve (12) months from the closing date, in the case of HIP’s stock consideration, or during the twelve (12) months from the date any shares are issued to HIP pursuant to the Trademark License Agreement (defined below) (collectively, the “Lock-up Shares”), HIP may not, subject to certain exceptions, offer, sell, pledge, hypothecate, grant an option for sale or otherwise dispose of, or transfer or grant any rights with respect to, any of the Lock-Up Shares. HIP’s designee entered into a similar lock-up agreement with respect to the warrants. The Company has agreed to file a registration statement covering the Lock-Up Shares and the warrants and use commercially reasonable efforts to cause the registration statement to become effective within sixty (60) days after the expiration of the initial twelve (12) month lock-up period and remain effective for specified time periods.

Concurrent with the acquisition of the H Halston Brands, the Company entered into (i) a license agreement with QVC that provides for a royalty to be paid to the Company by QVC based on net sales of products under the H Halston Brands (the “QVC Halston Agreement”), and (ii) a license with HIP (the “Trademark License Agreement”) that will sub-license, manufacture, distribute, promote, advertise and sell products bearing the H Halston trademark and any related services thereto in all channels of distribution, excluding direct-response television and its related e-commerce and digital distribution, and excluding certain mass retailers. The license with HIP provides for minimum royalties payable to the Company. The initial term of the Trademark License Agreement expires on December 31, 2019, unless sooner terminated or renewed. After the initial term, HIP shall be entitled to renew the Trademark License Agreement on three occasions, each for five (5) year terms, as long as HIP is in compliance with all terms and conditions of the agreement. HIP may terminate the agreement prior to the expiration of the initial term without penalties, fees or payment of future royalties upon 90 day notice prior to the second anniversary of the closing. HIP shall pay royalties to H Licensing during the term, with a minimum guaranteed royalty of $600,000 per year during the initial term for 2016 through 2024 and $1,200,000 for any year thereafter. In the event HIP exercises the early termination right, H Licensing shall pay HIP a participation fee for each of the three following years in an amount not to exceed $4,000,000 ($5,000,000 if H Licensing distributes, or otherwise enters into any agreements for the distribution of, products being the H Halston trademark in China). The participation fee, if any, may be paid in cash or shares of our common stock based on the greater of $8.00 and the volume weighted average price of the common stock for the five business days preceding payment.

As more fully described in Note 7, concurrent with the acquisition of the H Halston Brands, H Licensing entered into a $10 million, five year term loan with the Company’s senior lender, Bank of Hapoalim (“BHI”), and amended the existing IM Term Loan (as defined in Note 7) and JR Term Loan (as defined in Note 7).

The H Halston Brands acquisition was accounted for as an asset purchase. The aggregate purchase price has been allocated to the following assets based on the fair market value of the assets on the date of acquisition:

Allocated to:
Trademarks	$	27,562,000
Non-compete agreement		562,000
Total acquisition price	$	28,124,000

Trademarks have been determined by management to have an indefinite useful life and accordingly, no amortization is recorded in the Company’s consolidated statements of operations. The non-compete agreement is amortized on a straight-line basis over its expected useful life of seven years.

The following represents the aggregate purchase price of $28.1 million, including legal and other fees of $0.49 million:

Cash paid	$	18,023,000
Fair value of Common Stock issued (1,000,000 shares)		9,000,000
Fair value of warrants to purchase 750,000 shares of Common Stock (see Note 8)		611,000
Direct transaction expenses		490,000
Total consideration	$	28,124,000

Acquisition of Judith Ripka Trademarks

12 Months Ended

Dec. 31, 2014

Judith Ripka Trademarks [Member]

Asset Acquisition [Text Block]

4. Acquisition of Judith Ripka Trademarks

On April 3, 2014, JR Licensing entered into an asset purchase agreement dated April 1, 2014 (the “JR Purchase Agreement”) with Judith Ripka Berk (“Ms. Ripka”), an individual, and certain companies owned by Ms. Ripka including Judith Ripka Creations (collectively “Ripka”), pursuant to which JR Licensing purchased from Ripka, the Ripka Brand, including the Judith Ripka and Judith Ripka Sterling trademarks and other intellectual property rights. On April 3, 2014, the closing date of the acquisition, the Company paid Ripka $12.0 million in cash, issued promissory notes in the aggregate principal amount of $6.0 million (the “Ripka Seller Notes”) (see Note 7) and issued 571,429 shares of the Company’s Common Stock. The Company is also obligated to pay to Ripka $1.0 million (the “First Installment”) and $1.2 million (the “Second Installment”) in cash or shares of the Company’s Common Stock on October 1, 2014 and April 1, 2015, respectively, subject to approval by BHI. The First Installment payment was amended to $0.9 million and the date was extended to and paid on February 23, 2015. The extension did not result in any penalty or cost to the Company. The Second Installment was amended to $1.3 million. In addition, the Company agreed to pay Ripka additional contingent consideration of up to $5 million in the aggregate, payable in cash or shares of the Company’s Common Stock (see Note 7).

Concurrent with the acquisition of the Ripka Brand, the Company entered into (i) a license agreement with QVC that provides for a royalty to be paid to the Company by QVC based on net sales of products under the Ripka Brand (the “QVC Ripka Agreement”), and (ii) a license with an affiliate of Ripka that will design, source, market, and promote products under the Ripka Brand to wholesale accounts through an e-commerce site, which the Company will operate, and through Ripka owned retail stores (the “Wholesale Business”). The license with the Ripka affiliate provides for a royalty payable to the Company based on its wholesale sale of products under the Ripka Brand. The Company issued to QVC a warrant (the “QVC Warrant”) to purchase a number of shares of the Company’s Common Stock equal to (i) 4.75% of the number of shares of the Company’s Common Stock issued and outstanding on the date the QVC Warrant becomes exercisable less (ii) 571,429 shares of the Company’s Common Stock (subject to adjustment in the event of a stock split, combination, or stock dividend). The QVC Warrant is exercisable at a price of $.001 per share and becomes exercisable only upon Ms. Ripka becoming obligated to make a specified payment to QVC under the QVC Ripka Agreement and remains exercisable until such obligation is satisfied in full. Management has determined that the probability of the warrants becoming exercisable is highly unlikely and, therefore, no value was assigned to them as of December 31, 2014.

Concurrent with the acquisition of the Ripka Brand, JR Licensing entered into a $9 million, five year term loan with BHI and amended the then existing IM Term Loan, as more fully described in Note 7.

On April 1, 2014, the Company entered into a three-year employment agreement with Ms. Ripka pursuant to which she serves as the Chief Design Officer of the Ripka Brand and performs duties and obligations under agreements with the Company’s licensees or any other third party. Thereafter, the agreement will renew automatically for one-year periods, unless either party gives written notice of intent to terminate at least 30 days prior to such termination. Ms. Ripka’s base salary is $750,000 per annum and she is entitled to other benefits, including (a) non-accountable expenses of $114,000 per year, (b) $1,000 per month for rent for her Florida office, (c) the employment of a personal assistant, and (d) first class travel expenses.

Ms. Ripka is also eligible to receive an annual cash bonus for each calendar year during the term of her employment (or any partial fiscal year during the term) equal to 10% of the direct-response television royalty income for the Ripka Brand products during such calendar year in excess of $6 million.

The Ripka Brand acquisition was accounted for as an asset purchase. The aggregate purchase price was allocated to the following assets based on the fair market value of the assets on the date of acquisition:

Allocated to:
Trademarks	$	24,600,000
Copyrights and other intellectual property		190,000
Total acquisition price	$	24,790,000

Trademarks have been determined by management to have an indefinite useful life and accordingly, no amortization is recorded in the Company’s consolidated statements of operations. Copyrights and other intellectual property are amortized on a straight-line basis over their expected useful lives of ten years.

The following represents the aggregate purchase price of $24.8 million, including legal and other fees of $0.39 million:

Cash paid	$	11,975,000
Installment payment due February 23, 2015		1,000,000
Installment payment due April 1, 2015		1,190,000
Ripka Seller Notes (at fair value, see Note 7)		4,165,000
Fair value of Common Stock issued (571,429 shares)		2,286,000
Ripka Earn-Out obligation (at fair value, see Note 7)		3,784,000
Direct transaction expenses		390,000
Total consideration	$	24,790,000

Trademarks, Goodwill and Other Intangibles

3 Months Ended

12 Months Ended

Mar. 31, 2015

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets Disclosure [Text Block]

2. Trademarks, Goodwill and Other Intangibles

Trademarks and other intangibles, net consist of the following:

	March 31, 2015			December 31, 2014
Trademarks	$	96,676,000		$	96,662,000
Licensing agreements		2,000,000			2,000,000
Non-compete agreement		562,000			562,000
Copyrights and other intellectual property		190,000			190,000
Accumulated amortization		(1,892,000	)		(1,735,000	)
Net carrying amount	$	97,536,000		$	97,679,000

Amortization expense for intangible assets for the quarter ended March 31, 2015 (the “Current Quarter”) and the quarter ended March 31, 2014 (the “Prior Year Quarter”) was $157,000 and $132,000, respectively. The trademarks of the Isaac Mizrahi Brand, the Ripka Brand and the H Halston Brands have been determined to have indefinite useful lives and accordingly, consistent with Accounting Standards Codification (“ASC”) Topic 350, no amortization has been recorded in the Company’s unaudited condensed consolidated statements of operations.

The Company has $12.37 million of goodwill that represents the excess of the purchase price over the fair value of net assets acquired accounted for under the acquisition method of accounting relating to the acquisition of the Isaac Mizrahi Business. There was no change in goodwill during the Current Quarter.

5. Trademarks, Goodwill and Other Intangibles

Trademarks, and other intangibles, net consist of the following:

	December 31,
	2014			2013
Trademarks	$	96,662,000		$	44,500,000
Licensing agreements		2,000,000			2,000,000
Non-compete agreement		562,000			—
Copyrights and other intellectual property		190,000			—
Accumulated amortization, licensing and non-compete agreements		(1,735,000	)		(1,192,000	)
Net carrying amount	$	97,679,000		$	45,308,000

The following table presents amortization expense over the remaining useful lives of the definite lived intangible assets:

Year Ending December 31,	Amortization Expense
2015	$	378,000
2016		99,000
2017		99,000
2018		99,000
2019		99,000
Thereafter		243,000
Total	$	1,017,000

Amortization expense for intangible assets for the years ended December 31, 2014 and 2013 was $543,000 and $527,000, respectively. The trademarks of the Isaac Mizrahi Brand, the Ripka Brand and the H Halston Brands have been determined to have indefinite useful lives and, accordingly, consistent with ASC Topic 350, no amortization has been recorded in the Company’s consolidated statements of operations.

The Company has $12.4 million of goodwill that represents the excess of the purchase price over the fair value of net assets acquired accounted for under the acquisition method of accounting relating to the acquisition of the Isaac Mizrahi Business. There was no change in goodwill during the Current Year or Prior Year

Significant Contracts [Text Block]

The entire disclosure for the aggregate amount of goodwill and a description of intangible assets, which may include (a) for amortizable intangible assets (also referred to as finite-lived intangible assets), the carrying amount, the amount of any significant residual value, and the weighted-average amortization period, (b) for intangible assets not subject to amortization (also referred to as indefinite-lived intangible assets), the carrying amount, and (c) the amount of research and development assets acquired and written off in the period, including the line item in the income statement in which the amounts written off are aggregated, if not readily apparent from the income statement. Also discloses (a) for amortizable intangibles assets in total and by major class, the gross carrying amount and accumulated amortization, the total amortization expense for the period, and the estimated aggregate amortization expense for each of the five succeeding fiscal years, (b) for intangible assets not subject to amortization the carrying amount in total and by major class, and (c) for goodwill, in total and for each reportable segment, the changes in the carrying amount of goodwill during the period (including the aggregate amount of goodwill acquired, the aggregate amount of impairment losses recognized, and the amount of goodwill included in the gain (loss) on disposal of a reporting unit). If any part of goodwill has not been allocated to a reportable segment, discloses the unallocated amount and the reasons for not allocating. For each impairment loss recognized related to an intangible asset (excluding goodwill), discloses: (a) a description of the impaired intangible asset and the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method for determining fair value, (c) the caption in the income statement or the statement of activities in which the impairment loss is aggregated, and (d) the segment in which the impaired intangible asset is reported. For each goodwill impairment loss recognized, discloses: (a) a description of the facts and circumstances leading to the impairment, (b) the amount of the impairment loss and the method of determining the fair value of the associated reporting unit, and (c) if a recognized impairment loss is an estimate not finalized and the reasons why the estimate is not final. May also disclose the nature and amount of any significant adjustments made to a previous estimate of an impairment loss.

+ References + Details

Significant Contracts

3 Months Ended

12 Months Ended

Mar. 31, 2015

Dec. 31, 2014

Significant Contracts [Abstract]

3. Significant Contracts

QVC Agreements

Under the Company’s agreements with QVC, QVC is required to pay the Company fees based primarily on a percentage of its net sales of Isaac Mizrahi, Ripka and H Halston branded merchandise. QVC royalty revenue represents a significant portion of the Company’s total revenues. Royalties from QVC totaled $5.15 million and $2.29 million for the Current Quarter and Prior Year Quarter, respectively, representing 79% and 65% of the Company’s total revenues, respectively. As of March 31, 2015 and December 31, 2014, the Company had receivables from QVC of $3.58 million and $2.36 million, representing 73% and 65% of the Company’s receivables, respectively. The March 31, 2015 QVC receivables include $500,000 of earned revenue that had been accrued but not billed as of March 31, 2015.

6. Significant Contracts

QVC Agreement

Under the Company’s agreements with QVC, QVC is required to pay the Company fees based primarily on a percentage of its net sales of Isaac Mizrahi, Ripka and H Halston branded merchandise. QVC royalty revenue represents a significant portion of the Company’s total revenues. Royalties from QVC totaled $14.98 million and $8.13 million for the Current Year and Prior Year, respectively, representing 72% and 62% of the Company’s total revenues, respectively. As of December 31, 2014 and 2013, the Company had receivables from QVC of $2.36 million and $2.06 million, representing 65% and 58% of the Company’s receivables, respectively. The December 31, 2013 QVC receivables include $152,000 of earned revenue that had been accrued but not billed as of December 31, 2013.

LCNY Agreement

In connection with the Company’s agreement with Kate Spade and Company (formerly Fifth & Pacific Companies, Inc. and formerly Liz Claiborne, Inc.) (“KSC”) (the “LCNY Agreement”), KSC is required to pay the Company royalties based primarily on a percentage of royalties KSC receives from QVC under a separate license agreement between KSC and QVC. Revenues from the LCNY Agreement totaled $1.45 million and $1.56 million for the Current Year and Prior Year, respectively, representing 7% and 12% of the Company’s total revenues, respectively. As of December 31, 2014 and 2013, the Company had a receivable from KSC in the amount of $0.19 million and $0.61 million, respectively, representing 5% and 18% of the Company’s receivables, respectively.

Debt

3 Months Ended

12 Months Ended

Mar. 31, 2015

Dec. 31, 2014

Debt Disclosure [Abstract]

Debt Disclosure [Text Block]

4. Debt

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


	March 31, 2015		December 31, 2014
IM Term Loan	$	12,500,000	$	12,750,000
JR Term Loan		9,000,000		9,000,000
H Term Loan		10,000,000		10,000,000
IM Seller Note		4,692,000		5,366,000
Ripka Seller Notes^(*)		2,683,000		4,398,000
Contingent obligation – IM Seller^(*)		5,766,000		5,766,000
Contingent obligation – JR Seller		3,784,000		3,784,000
Total		48,425,000		51,064,000
Current portion^(*)		12,381,000		11,416,000
Total long-term debt	$	36,044,000	$	39,648,000

(*)

$5.77 million of the current portion of long-term debt consists of contingent obligation related to IM Brands, described below, which is payable in common stock or cash, at the Company’s option. The current portion of long-term debt also includes the $2.24 million fair value of the Ripka Seller Notes, which was redeemed on April 21, 2015 for shares of our common stock (See Note 10, Subsequent Events).

IM Term Loan

On August 1, 2013, IM Brands entered into a $13.0 million five year term loan with Bank of Hapoalim (“BHI”) (as amended, the “IM Term Loan”). The IM Term Loan is secured by all of the assets of IM Brands and the Company’s membership interest in IM Brands and bears interest at an annual fixed rate of 4.44%, payable quarterly in arrears each calendar quarter. The obligations under the IM Term Loan are also guaranteed by the Company. Scheduled principal payments are as follows:


Year Ending December 31,	Amount of Principal Payment
2015 (April 1 through December 31)	$	1,125,000
2016		2,625,000
2017		3,125,000
2018		5,625,000
Total	$	12,500,000

IM Brands is required to prepay the outstanding amount of the IM Term Loan from excess cash flow for each fiscal year commencing with the year ending December 31, 2015 in arrears in an amount equal to (i) fifty percent (50%) of the excess cash flow for such fiscal year, until such time as principal payments to BHI under the IM Term Loan and the JR Term Loan equals $1,000,000 in the aggregate, then twenty percent (20%) of the excess cash flow for such fiscal year. Excess cash flow means, for any fiscal period, cash provided by operating activities for such period less (a) capital expenditures not made through the incurrence of indebtedness less (b) all interest and principal (including indebtedness owed for the IM Term Loan) paid or payable during such period less (c) all income tax payments made during such period.

See “Financial Covenants” below for a summary of the financial covenants required under the IM Term Loan.

JR Term Loan

On April 3, 2014, the Company entered into a $9 million five year term loan with BHI (as amended, the “JR Term Loan”). The JR Term Loan is secured by all of the assets of JR Licensing and a guarantee from the Company secured by a pledge of the Company’s membership interest in JR Licensing and by a guarantee from IM Brands, secured by a pledge of all of IM Brands’ assets. The JR Term Loan bears interest at an annual variable rate of either LIBOR plus 3.5% or Prime plus 0.50%, at JR Licensing’s option, payable, if the JR Term Loan is bearing interest based on LIBOR, on the last business day of the applicable interest period and, if the JR Term Loan is bearing interest based on Prime, quarterly in arrears on the first day of each calendar quarter. Scheduled principal payments, which begin April 1, 2015, are as follows:


Year Ending December 31,	Amount of Principal Payment
2015 (April 1 through December 31)	$	1,125,000
2016		2,250,000
2017		2,875,000
2018		2,250,000
2019		500,000
Total	$	9,000,000

JR Licensing shall prepay the outstanding amount of the JR Term Loan from excess cash flow (the “JR Cash Flow Recapture”) for each fiscal year commencing with the year ending December 31, 2015 in arrears in an amount equal to fifty percent (50%) of such JR Cash Flow Recapture. JR Cash Flow Recapture shall mean for any fiscal period, cash provided by operating activities for such period less (a) capital

expenditures not made through the incurrence of indebtedness less (b) all interest and principal (including indebtedness owed for the JR Term Loan) paid or payable during such period less (c) the portion of the holdback amount paid or payable pursuant to the asset purchase agreement dated April 1, 2014 by and between JR Licensing and Judith Ripka Berk (“Ms. Berk”) and certain companies owned by Ms. Berk (collectively “Ripka”) during such period less (d) payments made during such period by JR Licensing to the Company equal to the estimated tax liability of the Company resulting from any taxable income (net of losses, including for prior years to the extent permitted to be deducted) of JR Licensing. JR Licensing also executed a guaranty of the IM Term Loan, secured by a pledge of all of JR Licensing’s assets.

See “Financial Covenants” below for a summary of the financial covenants required under the JR Term Loan.

H Term Loan

On December 22, 2014, H Licensing entered into a $10 million, five year term loan with BHI (“H Term Loan”). The H Term Loan is secured by (i) all of the assets of H Licensing, (ii) a guarantee by the Company, secured by a pledge of the Company’s membership interest in H Licensing, (iii) a guarantee from IM Brands, secured by a pledge of all of the assets of IM Brands, and (iv) a guarantee from JR Licensing, secured by a pledge of all of the assets of JR Licensing.

The H Term Loan bears interest at an annual rate, as elected by H Licensing, of LIBOR plus 3.50% or Prime rate plus 0.50%. Interest on the H Term Loan accruing at a rate based on LIBOR is payable on the last business day of the applicable interest period and interest on the H Term Loan accruing at a rate based on the Prime rate is payable quarterly in arrears on the first day of each calendar quarter. Scheduled principal payments of the H Loan are as follows:


Year Ending December 31,	Amount of Principal Payment
2016	$	1,500,000
2017		2,500,000
2018		3,000,000
2019		3,000,000
Total	$	10,000,000

For any fiscal year commencing with the fiscal year ending December 31, 2015, H Licensing is required to prepay the outstanding amount of the H Term Loan from excess cash flow for the prior fiscal year in an amount equal to twenty percent (20%) of such excess cash flow. Excess cash flow is defined as, for any fiscal period, cash provided by operating activities for such period less (a) capital expenditures not made through the incurrence of indebtedness less (b) all cash interest and principal (including the H Term Loan) paid or payable during such period less (c) all taxes paid or payable during such period less (d) payments made during such period by H Licensing to the Company equal to the estimated tax liability of the Company resulting from any taxable income (net of losses, including for prior years to the extent permitted to be deducted) of H Licensing. H Licensing also executed a guarantee of the Company’s outstanding term loans with BHI.

See “Financial Covenants” below for a summary of the financial covenants required under the H Term Loan.

Financial Covenants — Term Loans

The Company is required to maintain minimum fixed charge ratio and liquidity covenants and other non-monetary covenants, including reporting requirements and trademark preservation in accordance with the terms and conditions of the IM Term Loan, the JR Term Loan, and the H Term Loan (collectively, the “Term Loans”). In addition:

•

EBITDA (as defined in the respective term loan agreements) of the Company on a consolidated basis shall not be less than $7,500,000 for the year ending December 31, 2015, not less than $15,500,000 for the year ending December 31, 2016 and not less than $17,000,000 for year ending December 31, 2017 and each year end thereafter;

•

Capital expenditures of the Company on a consolidated basis in any fiscal year shall not exceed $1,300,000, of which not more than $500,000 shall be capital expenditures for the retail division for the year ending December 31, 2015, and $500,000 for the year ending December 31, 2016 and each year end thereafter;

•

The fixed charge ratio of the Company on a consolidated basis shall not be less than 1.20 to 1.00 at the end of each fiscal quarter for the twelve fiscal month period ending on such fiscal quarter;

•

Net worth of the Company on a consolidated basis shall not be less than $40 million at any time;

•

Liquid assets of the Company on a consolidated basis shall not be less than $4,500,000 at any time;

•

EBITDA of IM Brands (as defined in the agreement) shall not be less than $9,000,000 for the year ending December 31, 2015, not less than $11,000,000 for the year ending December 31, 2016 and not less than $12,500,000 for the year ending December 31, 2017 and each year end thereafter;

•

EBITDA of JR Licensing (as defined in the agreement) shall not be less than $4,000,000 for the year ending December 31, 2015 and not less than $5,000,000 for the year ending December 31, 2016 and each year end thereafter;

•

H Licensing’s loss, if any (prior to the Company’s allocable expenses) for the year ending December 31, 2015 cannot exceed $500,000 and EBITDA of H Licensing (as defined in the agreement) shall not be less than $4,500,000 for the year ending December 31, 2016 and not less than $5,000,000 for the year ending December 31, 2017 and each year end thereafter; and

•

H Licensing shall have license royalty income of at least $6,000,000 each year commencing for the year ending December 31, 2016.

As of March 31, 2015, the Company was in compliance with all of the covenants under the Term Loans.

For the Current Quarter and the Prior Year Quarter, the Company incurred interest expense of $312,000 and $144,000, respectively, related to the Term Loans.

IM Seller Note

On September 29, 2011, as part of the consideration for the purchase of the Isaac Mizrahi Business, the Company issued to IM Ready-Made, LLC (“IM Ready”) a promissory note in the principal amount of $7,377,000 (as amended, the “IM Seller Note”). The stated interest rate of the IM Seller Note is 0.25%. Management determined that this rate was below the Company’s expected borrowing rate, which was then estimated at 9.25% per annum. Therefore, the Company discounted the IM Seller Note by $1,740,000 using a 9.0% imputed annual interest rate, resulting in an initial value of $5,637,000. Also, on September 29, 2011, the Company prepaid $123,000 of interest on the IM Seller Note. The imputed interest amount is being amortized over the term of the IM Seller Note and recorded as other interest and finance expense on the Company’s unaudited condensed consolidated statements of operations.

On December 24, 2013, the IM Seller Note was amended to (1) revise the maturity date to September 30, 2016 (the “Amended Maturity Date”), (2) revise the date to which the maturity date may be extended to September 30, 2018. The IM Seller Note also (1) provides the Company with a prepayment right with its Common Stock, subject to remitting in cash the required cash payments set forth below and a minimum Common Stock price of $4.50 per share, and (2) requires interim scheduled payments. The remaining scheduled principal payments (including amortization of imputed interest) are as follows:


Payment Date	Payment Amount
January 31, 2016⁽ⁱ⁾	$	750,000
September 30, 2016⁽ⁱⁱ⁾	$	4,377,432

(i)

Payable in cash subject to BHI approving the cash payment. If BHI does not approve the cash payment, the amount shall be payable in shares of Common Stock subject to the provisions described above.

(ii)

Payable in stock or cash at the Company’s sole discretion. Amounts paid in cash require BHI’s approval. Amounts payable in shares of Common Stock are subject to the provisions described above.

The stated interest rate of the IM Seller Note remains at 0.25%. Management determined that the Company’s expected borrowing rate as of the date of the amendment was 6.44%. Based on the revised payment schedule and the change in the Company’s expected borrowing rate, the Company increased the IM Seller Note discount by $337,000, and accordingly reduced the carrying value of the IM Seller Note.

For the Current Quarter and the Prior Year Quarter, the Company incurred interest expense of $81,000 and $83,000, respectively, which includes amortization of the discount on the IM Seller Note of $76,000 and $79,000, respectively. The IM Seller Note balance, net of discount, at March 31, 2015 and December 31, 2014 was $4,692,000 and $5,366,000, respectively.

Ripka Seller Notes

On April 3, 2014, as part of the consideration for the purchase of the Ripka Brand, JR Licensing issued to Ripka promissory notes in the aggregate principal amount of $6,000,000 (the “Ripka Seller Notes”). The Ripka Seller Notes have a term of five years from the date of issuance, are payable in cash or shares of the Company’s Common Stock valued at the time of payment, at the Company’s option, and with a floor price of $7.00 per share if paid in stock, with Ripka having certain rights to extend the maturity of the Ripka Seller Notes in the event the Company’s stock is trading at a price of less than $7.00 per share. On February 20, 2015, a portion of the Ripka Seller Notes was amended and satisfied.

Management determined that its expected borrowing rate is estimated to be 7.33% per annum and, therefore, discounted the Ripka Seller Notes by $1,835,000 using a 7.33% imputed annual interest rate, resulting in an initial value of $4,165,000. The imputed interest amount is being amortized over the term of the Ripka Seller Notes and recorded as other interest and finance expense on the Company’s condensed consolidated statements of operations.

Note was assigned by Ripka to Judith Ripka Creations, Inc. and then assigned by Judith Ripka Creations, Inc. to Thai Jewelry Manufacturer Co. LTD. (“Thai Jewelry”).

On February 20, 2015, the Company entered into a release letter (the “Release Letter”) with Thai Jewelry, pursuant to which the Company agreed to issue to Thai Jewelry an aggregate of 266,667 shares of the Company’s Common Stock in exchange for the cancellation of the $2,400,000 Seller Note. On March 25, 2015, the Company issued the shares of Common Stock pursuant to the Release Letter. The carrying value, net of the discount at the time of the redemption of the $2.4 million Ripka Seller Notes was $1.79 million and, as a result, the Company recorded a loss on the early extinguishment of debt of $611,000 during the Current Quarter, which is included in the accompanying condensed consolidated statements of operations.

For the Current Quarter, the Company incurred interest expense of $79,000, which consists solely of amortization of the discount on the Ripka Seller Notes. The Ripka Seller Notes balance, net of discount, at March 31, 2015 and December 31, 2014 was $2,683,000 and $4,398,000, respectively.

Contingent Obligations

IM Earn-Out Obligation

IM Ready may earn additional shares of Common Stock with a value of up to $7,500,000 (the “IM Earn-Out Value”) for the 12-month period ending September 30, 2015, with the number of shares to be issued based upon the greater of (i) $4.50 per share and (ii) the average stock price for the last twenty days in such period, and with such earn-out payment contingent upon the Isaac Mizrahi Business achieving the net royalty income target set forth below (the “IM Earn-Out Obligation”). On December 24, 2013, the Company and IM Ready amended the terms of the IM Earn-Out Obligation and eliminated the additional consideration for the fiscal year ending September 30, 2014 and the Company made a one-time cash payment of $315,000 to IM Ready in March 2014. The IM Earn-Out Obligation is recorded as the current portion of long-term debt in the amount of $3.0 million at March 31, 2015 and December 31, 2014 in the accompanying condensed consolidated balance sheets.

Any future change in the IM Earn-Out Obligation will result in an expense or income in the period in which it is determined the fair market value has changed. The royalty targets and percentage of the potential earn-out value are as follows:


Royalty Target Period	Royalty Target		Earn-Out Value
Royalty Target Period (October 1, 2014 to September 30, 2015)	$	24,000,000	$	7,500,000

IM Ready will receive a percentage of the IM Earn-Out Value based upon the percentage of the actual net royalty income of the Isaac Mizrahi Business to the royalty target as set forth below.


Applicable Percentage	% of Earn-Out 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	%

The IM Earn-Out Value is payable solely in stock. In accordance with ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC Topic 480”), the IM Earn-Out Obligation is treated as a liability in the accompanying condensed consolidated balance sheets because of the variable number of shares payable under the agreement.

QVC Earn-Out

The Company is obligated to pay IM Ready $2.76 million, payable in cash or Common Stock, at the Company’s option, contingent upon IM Brands receiving aggregate net royalty income of at least $2.5 million from QVC in the twelve-month period ending September 30, 2015 with the number of shares of such stock based upon the greater of (x) $4.50 per share, and (y) the average stock price for the last twenty business days prior to the time of such issuance (the “QVC Earn-Out’). Management has determined that it is probable that the $2.5 million in net royalty income from QVC will be met. In accordance with ASC Topic 480, the QVC Earn-Out obligation is treated as a liability in the accompanying condensed consolidated balance sheets because of the variable number of shares payable under the agreement. Management will assess no less frequently than each reporting period the status of this contingent obligation. Any change in the expected obligation will result in an expense or income in the period in which it is determined fair market value has changed. The QVC Earn-Out is recorded as a current liability in the accompanying condensed consolidated balance sheets because of the variable number of shares payable under the agreement.

Ripka Earn-Out

In connection with the purchase of the Ripka Brand, the Company agreed to pay Ripka additional consideration of up to $5 million in aggregate (the “Ripka Earn-Out”), payable in cash or shares of the Company’s Common Stock based on the fair market value of the Common Stock at the time of payment, and with a floor of $7.00 per share, based on the Ripka Brand achieving in excess of $1 million of net royalty income during each of the 12-month periods ending on October 1, 2016, 2017 and 2018, less the sum of all earn-out payments for any prior earn-out period. Net royalty income shall not include any revenues generated by direct-response television sales or any revenue accelerated as a result of termination. The Ripka Earn-Out of $3.78 million is recorded as long-term debt at March 31, 2015 on the condensed consolidated balance sheets based on the difference between the fair value of the assets of the Ripka Brand acquired and the total consideration paid. In accordance with ASC Topic 480, the Ripka Earn-Out obligation is treated as a liability in the accompanying condensed consolidated balance sheet because of the variable number of shares payable under the agreement.

As of March 31, 2015 and December 31, 2014, total contingent obligations were $9.55 million.

7. Debt

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

	December 31,
	2014		2013
IM Term Loan	$	12,750,000	$	13,000,000
JR Term Loan		9,000,000		—
H Term Loan		10,000,000		—
IM Seller Note		5,366,000		5,045,000
Ripka Seller Notes		4,398,000		—
Contingent obligation – IM Seller^(*)		5,766,000		6,681,000
Contingent obligation – JR Seller		3,784,000		—
Total		51,064,000		24,726,000
Current portion^(*)		11,416,000		565,000
Total long-term debt	$	39,648,000	$	24,161,000

(*)

$5.766 million of the current portion of long-term debt is the contingent obligation — IM Seller, that is payable in common stock or cash, at the Company’s option.

IM Term Loan

On August 1, 2013, IM Brands entered into a $13.0 million five year term loan with BHI (the “IM Term Loan”). On April 3, 2014, in connection with entering into the JR Term Loan (as defined below) and the Ripka Brand acquisition, the Company amended the IM Term Loan. The IM Term Loan was further amended on December 22, 2014, in connection with entering into the H Term Loan (as defined below) and the H Halston Brands acquisition, and further amended on February 19, 2015 (see Note 14). The IM Term Loan is secured by all of the assets of IM Brands and the Company’s membership interest in IM Brands and bears interest at an annual fixed rate of 4.44%, payable quarterly in arrears each calendar quarter. The obligations under the IM Term Loan are also guaranteed by the Company. Scheduled principal payments are as follows:

Year Ending December 31,	Amount of Principal Payment
2015	$	1,375,000
2016		2,625,000
2017		3,125,000
2018		5,625,000
Total	$	12,750,000

In addition, prior to making distributions, IM Brands is required to prepay the outstanding amount of the IM Term Loan from excess cash flow for each fiscal year commencing with the year ending December 31, 2015 in arrears in an amount equal to twenty percent (20%) of the excess cash flow for such period. Excess cash flow means, for any fiscal period, cash provided by operating activities for such period less (a) capital expenditures not made through the incurrence of indebtedness less (b) all interest and principal (including indebtedness owed for the IM Term Loan) paid or payable during such period less (c) all income tax payments made during such period.

Financial Covenants

•

EBITDA (as defined in the agreement) of the Company and its subsidiaries on a consolidated basis shall not be less than $5,500,000 for the fiscal year ended December 31, 2014, not less than $7,500,000 for the fiscal year ending December 31, 2015, not less than $15,500,000 for the fiscal year ending December 31, 2016 and not less than $17,000,000 for fiscal year ending December 31, 2017 and each fiscal year end thereafter;

•

EBITDA of IM Brands (as defined in the agreement) shall not be less than $6,000,000 for the fiscal year ended December 31, 2014, not less than $9,000,000 for the fiscal year ending December 31, 2015, not less than $11,000,000 for the fiscal year ending December 31, 2016 and not less than $12,500,000 for the fiscal year ending December 31, 2017 and each fiscal year end thereafter;

•

Capital expenditures of the Company on a consolidated basis in any fiscal year shall not exceed $1,300,000, of which not more than $500,000 shall be capital expenditures for the retail division for the fiscal year ending December 31, 2015, and $500,000 for the fiscal year ending December 31, 2016 and each fiscal year end thereafter;

•

The fixed charge ratio of the Company on a consolidated basis shall not be less than 1.20 to 1.00 at the end of each fiscal quarter for the twelve fiscal month period ending on such fiscal quarter;

•

Net worth of the Company on a consolidated basis shall not be less than $40 million at any time;

•

Liquid assets of the Company on a consolidated basis shall not be less than $4,500,000 at any time; and

•

If, for any fiscal year commencing with the fiscal year ending December 31, 2015, there shall be excess cash flow for such fiscal year, the Company shall pay to BHI an amount equal to the applicable recapture percentage of such excess cash flow, to be applied by BHI to the principal amount of the H Term Loan in the reverse order of maturity.

As of December 31, 2014, the Company was in full compliance with all of the covenants under the IM Term Loan.

For the Current Year and Prior Year, the Company incurred interest expense of $576,000 and $241,000, respectively.

JR Term Loan

On April 3, 2014, the Company entered into a $9 million five year term loan with BHI (the “JR Term Loan”). The JR Term Loan is secured by all of the assets of JR Licensing and a guarantee from Xcel secured by a pledge of Xcel’s membership interest in JR Licensing and by a guarantee from IM Brands, secured by a pledge of all of IM Brands’ assets. The JR Term Loan was amended on December 22, 2014, in connection with entering into the H Term Loan (as defined below) and the H Halston Brands acquisition, and further amended on February 19, 2015 (see Note 14). The JR Term Loan bears interest at an annual variable rate of either LIBOR plus 3.5% or Prime plus 0.50%, at JR Licensing’s option, payable, if the JR Term Loan is bearing interest based on LIBOR, on the last business day of the applicable interest period and, if the JR Term Loan is bearing interest based on Prime, quarterly in arrears on the first day of each calendar quarter. Scheduled principal payments, which begin April 1, 2015, are as follows:

Year Ending December 31,	Amount of Principal Payment
2015	$	1,125,000
2016		2,250,000
2017		2,875,000
2018		2,250,000
2019		500,000
Total	$	9,000,000

In addition, JR Licensing shall prepay the outstanding amount of the JR Term Loan from excess cash flow (the “JR Cash Flow Recapture”) for each fiscal year commencing with the year ending December 31, 2015 in arrears in an amount equal to fifty percent (50%) of such JR Cash Flow Recapture. JR Cash Flow Recapture shall mean for any fiscal period, cash provided by operating activities for such period less (a) capital expenditures not made through the incurrence of indebtedness less (b) all interest and principal (including indebtedness owed for the JR Term Loan) paid or payable during such period less (c) the portion of the holdback amount paid or payable pursuant to the JR Purchase Agreement during such period less (d) payments made during such period by JR Licensing to Xcel equal to the estimated tax liability of Xcel resulting from any taxable income (net of losses, including for prior years to the extent permitted to be deducted) of JR Licensing. JR Licensing also executed a guaranty of the IM Term Loan, secured by a pledge of all of JR Licensing’s assets.

Financial Covenants

The Company is required to maintain minimum fixed charge ratio and liquidity covenants and other non-monetary covenants, including reporting requirements and trademark preservation in accordance with the terms and conditions of the JR Term Loan, as amended (see Note 14, Subsequent Events). In addition:

•

EBITDA (as defined in the agreement) of the Company on a consolidated basis shall not be less than $5,500,000 for the fiscal year ended December 31, 2014, not less than $7,500,000 for the fiscal year ending December 31, 2015, not less than $15,500,000 for the fiscal year ending December 31, 2016 and not less than $17,000,000 for fiscal year ending December 31, 2017 and each fiscal year end thereafter;

•

EBITDA of JR Licensing (as defined in the agreement) shall not be less than $3,000,000 for the fiscal year ended December 31, 2014, not less than $4,000,000 for the fiscal year ending December 31, 2015 and not less than $5,000,000 for the fiscal year ending December 31, 2016 and each fiscal year end thereafter;

•

Capital expenditures of the Company on a consolidated basis in any fiscal year shall not exceed $1,300,000 of which not more than $500,000 shall be capital expenditures for the retail division for the fiscal year ending December 31, 2015, and $500,000 for the fiscal year ending December 31, 2016 and each fiscal year end thereafter;

•

The fixed charge ratio of the Company on a consolidated basis shall not be less than 1.20 to 1.00 at the end of each fiscal quarter for the twelve fiscal month period ending on such fiscal quarter;

•

Net worth of the Company on a consolidated basis shall not be less than $40 million at any time;

•

Liquid assets of the Company on a consolidated basis shall not be less than $4,500,000 at any time; and

•

If, for any fiscal year commencing with the fiscal year ending on December 31, 2015, there shall be excess cash flow for such fiscal year, Xcel shall pay to BHI an amount equal to the applicable recapture percentage of such excess cash flow, to be applied by BHI to the principal amount of the H Loan in the reverse order of maturity.

As of December 31, 2014, the Company was in full compliance with all of the covenants under the JR Term Loan.

For the Current Year, the Company incurred interest expense of $249,000.

H Term Loan

On December 22, 2014, H Licensing entered into a $10 million, five year term loan with BHI (“H Term Loan”). The H Term Loan is secured by (i) all of the assets of H Licensing, (ii) a guarantee by Xcel, secured by a pledge of Xcel’s membership interest in H Licensing, (iii) a guarantee from IM Brands, secured by a pledge of all of the assets of IM Brands, and (iv) a guarantee from JR Licensing, secured by a pledge of all of the assets of JR Licensing.

The H Term Loan bears interest at an annual rate, as elected by H Licensing, of LIBOR plus 3.50% or Prime rate plus .50%. Interest on the H Term Loan accruing at a rate based on LIBOR is payable on the last business day of the applicable interest period and interest on the H Term Loan accruing at a rate based on the Prime rate is payable quarterly in arrears on the first day of each calendar quarter. Scheduled principal payments of the H Loan are as follows:

Year Ending December 31,	Amount of Principal Payment
2015	$	—
2016		1,500,000
2017		2,500,000
2018		3,000,000
2019		3,000,000
Total	$	10,000,000

For any fiscal year commencing with the fiscal year ending December 31, 2015, H Licensing is required to prepay the outstanding amount of the H Term Loan from excess cash flow for the prior fiscal year in an amount equal to twenty percent (20%) of such excess cash flow. Excess cash flow is defined as, for any fiscal period, cash provided by operating activities for such period less (a) capital expenditures not made through the incurrence of indebtedness less (b) all cash interest and principal (including the H Term Loan) paid or payable during such period less (c) all taxes paid or payable during such period less (d) payments made during such period by H Licensing to Xcel equal to the estimated tax liability of Xcel resulting from any taxable income (net of losses, including for prior years to the extent permitted to be deducted) of H Licensing. H Licensing also executed a guarantee of Xcel’s outstanding term loans with BHI.

The H Term Loan contains customary covenants, including reporting requirements, trademark preservation and the following financial covenants:

•

H Licensing’s loss, if any (prior to the Company’s allocable expenses) for the fiscal year ending December 31, 2015 cannot exceed $500,000 and EBITDA of H Licensing (as defined in the agreement) shall not be less than $4,500,000 for the fiscal year ended December 31, 2016 and not less than $5,000,000 for the fiscal year ending December 31, 2017 each fiscal year end thereafter;

•

Capital expenditures of the Company on a consolidated basis in any fiscal year shall not exceed $1,300,000, of which not more than $500,000 shall be capital expenditures for the retail division for the fiscal year ending on December 31, 2015, and $500,000 for the fiscal year ending December 31, 2016 and each fiscal year end thereafter;

•

The fixed charge ratio of the Company on a consolidated basis shall not be less than 1.20 to 1.00 at the end of each fiscal quarter for the twelve fiscal month period ending on such fiscal quarter;

•

Net worth of the Company on a consolidated basis shall not be less than $40 million at any time;

•

Liquid assets of the Company and its subsidiaries on a consolidated basis shall not be less than $4,500,000 at any time;

•

H Licensing shall have license royalty income of at least $6,000,000 each fiscal year commending for the fiscal year ended December 31, 2016.

As of December 31, 2014, the Company was in full compliance with all of the covenants under the H Term Loan.

For the Current Year, the Company incurred interest expense of $9,000.

IM Seller Note

On September 29, 2011, as part of the consideration for the purchase of the Isaac Mizrahi Business, the Company issued to IM Ready-Made, LLC (“IM Ready”) a promissory note (the “IM Seller Note”) in the principal amount of $7,377,000. The stated interest rate of the IM Seller Note is 0.25% per annum. Management determined that this rate was below the Company’s expected borrowing rate, which was then estimated at 9.25% per annum. Therefore, the Company discounted the IM Seller Note by $1,740,000 using a 9.0% imputed annual interest rate, resulting in an initial value of $5,637,000. In addition, on September 29, 2011, the Company prepaid $123,000 of interest on the IM Seller Note. The imputed interest amount is being amortized over the term of the IM Seller Note and recorded as other interest and finance expense on the Company’s consolidated statements of operations.

On December 24, 2013, the IM Seller Note was amended to (1) revise the maturity date to September 30, 2016 (“Amended Maturity Date”), (2) revise the date to which the maturity date may be extended to September 30, 2018, (3) provide the Company with a prepayment right with its Common Stock, subject to remitting in cash the required cash payments set forth below and a minimum Common Stock price of $4.50 per share, and (4) require interim scheduled payments. Scheduled principal payments (including amortization of imputed interest) are as follows:

Payment Date	Payment Amount		Amounts Payable in Cash		Amount Payable in Cash with Restrictions⁽ⁱ⁾		Amount Payable in Stock⁽ⁱⁱ⁾
January 31, 2015⁽ⁱⁱⁱ⁾	$	750,000	$	750,000	$	—	$	—
January 31, 2016	$	750,000	$	—	$	750,000	$	—
September 30, 2016	$	4,377,432	$	—	$	—	$	4,377,432

(i)

Amounts payable in cash with restrictions are subject to BHI approving the cash payment. If BHI does not approve the cash payment, the amount shall be payable in shares of Common Stock subject to the provisions described above.

(ii)

This includes the last payment on the Amended Maturity Date and may include amounts payable in cash with restrictions whereby BHI provides approval and the amount would be paid with the Company’s Common Stock. Amounts payable with the Company’s Common Stock shall be subject to the provisions described above.

(iii)

Paid prior to January 31, 2015.

The stated interest rate of the IM Seller Note remains at 0.25% per annum. Management determined that the Company’s expected borrowing rate as of the date of the amendment was 6.44% per annum. Based on the revised payment schedule and the change in the Company’s expected borrowing rate, the Company increased the IM Seller Note discount by $337,000, and accordingly reduced the carrying value of the IM Seller Note. Management determined that the amendment to the IM Seller Note was in conjunction with an amendment to the contingent obligation to IM Ready Earn-out Obligation (as defined below) and the reduction to the carrying value of the IM Seller Note was recorded as part of the gain on reduction of contingent obligations in the Company’s December 31, 2013 consolidated statement of operations.

For the Current Year and Prior Year, the Company incurred interest expense of $342,000 and $617,000, respectively, which includes amortization of the discount on the IM Seller Note of $321,000 and $576,000, respectively. The IM Seller Note balance, net of discount, at December 31, 2014 and 2013 was $5,366,000 and $5,045,000, respectively.

Ripka Seller Notes

On April 3, 2014, as part of the consideration for the purchase of the Ripka Brand, JR Licensing issued to Ripka the Ripka Seller Notes. The Ripka Seller Notes have a term of five years from the date of issuance, are payable in cash or shares of the Company’s Common Stock valued at the time of payment, at the Company’s option, and with a floor price of $7.00 per share if paid in stock, with Ripka having certain rights to extend the maturity of the Ripka Seller Notes in the event the Company’s stock is trading at a price of less than $7.00 per share. As further discussed in Note 14, on February 20, 2015, a portion of the Ripka Seller Notes were amended and satisfied.

Management determined that its expected borrowing rate is estimated to be 7.33% per annum and has, therefore, discounted the Ripka Seller Notes by $1,835,000 using a 7.33% imputed annual interest rate, resulting in an initial value of $4,165,000. The imputed interest amount is being amortized over the term of the Ripka Seller Notes and recorded as other interest and finance expense on the Company’s consolidated statements of operations.

For the Current Year, the Company incurred interest expense of $233,000, which consists solely of amortization of the discount on the Ripka Seller Notes. The Ripka Seller Notes balance, net of discount, at December 31, 2014 was $4,398,000.

Contingent Obligations

IM Earn-Out Obligation

IM Ready may earn additional shares of Common Stock with a value of up to $7.5 million (the “IM Earn-Out Value”) for the 12-month period ending September 30, 2015, with the number of shares to be issued based upon the greater of (i) $4.50 per share and (ii) the average stock price for the last twenty business days in such period, and with such earn-out payment contingent upon the Isaac Mizrahi Business achieving the net royalty income target set forth below (the “IM Earn-Out Obligation”). On December 24, 2013, the Company and IM Ready amended the terms of the IM Earn-Out Obligation and eliminated the additional consideration for the fiscal year ended December 31, 2014 and the Company made a one-time cash payment of $315,000 to IM Ready in March 2014. The IM Earn-Out Obligation is recorded as $3.0 million and $3.6 million of long-term debt at December 31, 2014 and 2013, respectively, with $3.0 million and $0.3 million as a current liability at December 31, 2014 and 2013, respectively, on the consolidated balance sheets. The IM Earn-Out Value is payable solely in stock.

The additional $0.6 million reduction was recorded as a gain on reduction of contingent obligations in the Company’s consolidated statement of operations in the Current Year. The reduction in the IM Earn-Out Obligation was based primarily on a revision of projected future net royalty income related to the Isaac Mizrahi Brand within the earn-out period. The recorded IM Earn-Out Obligation was reduced as a result of the timing of projected future net royalty income of the Isaac Mizrahi Business, which diminished the probability of achieving the remaining royalty target. This adjustment resulted from the Company having better visibility in its 2015 royalties given current Isaac Mizrahi Brand product sales information.

Any future change in the IM Earn-Out Obligation will result in an expense or income in the period in which it is determined the fair market value of the carrying value has changed. The royalty targets and percentage of the potential earn-out value are as follows:

Royalty Target Period		Royalty Target				Earn-Out Value
Royalty Target Period (October 1, 2014 to September 30, 2015)		$	24,000,000			$	7,500,000

IM Ready will receive a percentage of the “IM Earn-Out Value based upon the percentage of the actual net royalty income of the Isaac Mizrahi Business to the royalty target as set forth below:

Applicable Percentage	% of Earn-Out 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	%

The IM Earn-Out Value is payable solely in stock. In accordance with ASC Topic 480, “Distinguishing Liabilities from Equity” (“ASC Topic 480”), the IM Earn-Out Obligation is treated as a liability in the accompanying consolidated balance sheets because of the variable number of shares payable under the agreement.

QVC Earn-Out

The Company is obligated to pay IM Ready $2.76 million, payable in cash or Common Stock, at the Company’s option, contingent upon IM Brands receiving aggregate net royalty income of at least $2.5 million from QVC in the twelve-month period ending September 30, 2015 with the number of shares of such stock based upon the greater of (x) $4.50 per share, and (y) the average stock price for the last twenty business days prior to the time of such issuance (the “QVC Earn-Out”). Management has determined that it is probable that the $2.5 million in net royalty income from QVC will be met. In accordance with ASC Topic 480, the QVC Earn-Out obligation is treated as a liability in the accompanying consolidated balance sheets because of the variable number of shares payable under the agreement. Management will assess no less frequently than each reporting period the status of this contingent obligation. Any change in the expected obligation will result in an expense or income in the period in which it is determined fair market value has changed. The QVC Earn-Out is recorded as a current liability at December 31, 2014 in the accompanying consolidated balance sheet.

Ripka Earn-Out

In connection with the purchase of the Ripka Brand, the Company agreed to pay Ripka additional consideration of up to $5 million in aggregate (the “Ripka Earn-Out”), payable in cash or shares of the Company’s Common Stock based on the fair market value of the Company’s Common Stock at the time of payment, and with a floor of $7.00 per share, based on the Ripka Brand achieving in excess of $1 million of net royalty income during each of the 12-month periods ending on October 1, 2016, 2017 and 2018, less the sum of all earn-out payments for any prior earn-out period. Net royalty income shall not include any revenues generated by direct-response television sales or any revenue accelerated as a result of termination. The Ripka Earn-Out of $3.8 million is recorded as long-term debt at December 31, 2014 on the consolidated balance sheets based on the difference between the fair value of the assets of the Ripka Brand acquired and the total consideration paid. In accordance with ASC Topic 480, the Ripka Earn-Out obligation is treated as a liability in the accompanying consolidated balance sheet because of the variable number of shares payable under the agreement.

As of December 31, 2014 and 2013, total contingent obligations were $9.6 million and $6.7 million, respectively.

Stockholders' Equity

3 Months Ended

12 Months Ended

Mar. 31, 2015

Dec. 31, 2014

Stockholders' Equity Note [Abstract]

Stockholders' Equity Note Disclosure [Text Block]

5. Stockholders’ Equity

2011 Equity Incentive Plan

The Company’s 2011 Equity Incentive Plan, as amended and restated (the “Plan”) is designed and utilized to enable the Company to offer its employees, officers, directors, consultants and others whose past, present and/or potential contributions to the Company have been, are or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. A total of 8,000,000 shares of common stock are eligible for issuance under the Plan. The Plan provides for the grant of any or all of the following types of awards: stock options, restricted stock, deferred stock, stock appreciation rights and other stock-based awards. The Plan is administered by the Company’s Board of Directors or, at the Board's discretion, a committee of the Board.

The fair value of options and warrants is estimated on the date of grant using the Black-Scholes option pricing model. The valuation determined by the Black-Scholes option pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, expected stock price volatility over the term of the awards, and actual and projected employee stock option exercise behaviors. The risk free rate is based on the U.S. Treasury rate for the expected life at the time of grant, volatility is based on the average long-term implied volatilities of peer companies, the expected life is based on the estimated average of the life of options and warrants using the simplified method, and forfeitures are estimated on the date of grant based on certain historical data. The Company utilizes the simplified method to determine the expected life of the options and warrants due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns. The expected dividend assumption is based on the Company’s history and expectation of dividend payouts.

Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

Stock Options

Options granted under the Plan expire at various times, either five, seven or ten years from the date of grant, depending on the particular grant.

The Company did not grant any stock options during the Current Quarter.

A summary of the Company’s stock options for the Current Quarter is as follows:

	Number of Options			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2015		404,000		$	6.67			2.89	$	1,472,000
Granted		—			—
Canceled		—			—
Exercised		—			—
Expired/Forfeited		(1,250	)		(4.00	)
Outstanding and expected to vest at March 31, 2015		402,750		$	5.36			2.64	$	1,465,000
Exercisable at March 31, 2015		307,750		$	4.69			2.10	$	1,327,000

The preceding table does not include options to purchase 576 shares of Common Stock for $728 per share issued under the Company’s former equity plan. The Company does not expect to issue any equity awards under this plan.

Compensation expense related to stock options for the Current Quarter and the Prior Year Quarter was $17,000 and $11,000, respectively. Total unrecognized compensation expense related to unvested stock options at March 31, 2015 amounts to $83,000 and is expected to be recognized over a weighted average period of 1.27 years.

The following table summarizes the Company’s stock option activity for non-vested options for the Current Quarter:

	Number of Options		Weighted Average Grant Date Fair Value
Balance at January 1, 2015		95,000	$	1.43
Granted		—		—
Vested		—		—
Forfeited or Canceled		—		—
Balance at March 31, 2015		95,000	$	1.43

Warrants

Warrants granted under the Plan expire at various times, either five, seven or ten years from the date of grant, depending on the particular grant.

A summary of the Company’s warrants for the Current Quarter is as follows:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2015		2,219,543	$	6.07		4.23	$	6,497,413
Granted		—		—
Canceled		—		—
Exercised		—		—
Expired/Forfeited		—		—
Outstanding at March 31, 2015		2,219,543	$	6.07		3.98	$	6,497,413
Exercisable at March 31, 2015		2,219,543	$	6.07		3.98	$	6,497,413

The Company did not grant any warrants to purchase share of Common Stock during the Current Quarter.

No compensation expense was recorded in the Current Quarter or Prior Year Quarter related to warrants.

Restricted Stock

A summary of the Company’s restricted stock for the Current Quarter is as follows:

	Number of Restricted Shares			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2015		3,208,410		$	4.46
Granted		43,167			9.00
Canceled		—			—
Vested		(45,667	)		6.94
Expired/Forfeited		(5,375	)		6.23
Outstanding at March 31, 2015		3,200,535		$	4.48

On January 1, 2015, the Company issued to a non-executive employee 25,000 shares of restricted stock. The shares of restricted stock vest evenly over two years, whereby 50% shall vest on January 1, 2016 and 50% shall vest on January 1, 2017. Notwithstanding the foregoing, the grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following November 30^th or May 31^st, as the case may be, by providing written notice of such election to extend such date with respect to all or a portion of the restricted stock prior to such date.

On January 6, 2015, the Company issued non-executive employees 18,167 shares of fully vested common stock.

Compensation expense related to restricted stock grants for the Current Quarter and Prior Year Quarter was $996,000 and $1,554,000, respectively. Total unrecognized compensation expense related to unvested restricted stock grants at March 31, 2015 amounts to $3,155,000 and is expected to be recognized over a weighted average period of 1.23 years.

Shares Available Under the Company’s 2011 Equity Incentive Plan

At March 31, 2015, there were 3,656,716 shares of Common Stock available for issuance under the Plan.

Shares Reserved for Issuance

At March 31, 2015, there were 6,279,585 shares of Common Stock reserved for issuance pursuant to unexercised warrants and stock options, or available for issuance under the Plan.

Dividends

The Company has not paid any dividends to date.

8. Stockholders’ Equity

Effective November 6, 2014, the Company amended its Certificate of Incorporation to increase the total number of authorized shares of capital stock which the Company shall have authority to issue from 26,000,000 shares, consisting of 25,000,000 shares of common stock and 1,000,000 shares of preferred stock, to 36,000,000 shares, consisting of 35,000,000 shares of common stock and 1,000,000 shares of preferred stock.

2013 Private Offering of Equity Securities

On June 5, 2013, in a private offering to accredited investors, who are affiliates of an existing shareholder and a director of the Company, the Company issued and sold an aggregate of 1,428,573 shares of its Common Stock and warrants to purchase an aggregate of 312,500 shares of the Company’s Common Stock for aggregate gross proceeds of $5,000,000 (the “Offering”). The warrants are exercisable at a price of $5.00 per share, at any time on or prior to June 5, 2018.

The Company concluded that there was a discounted component to the Offering, as compared to the then market value of its Common Stock, primarily due to the limited liquidity in the Company’s Common Stock. Based on the management’s analysis, the Company concluded that such discount was 10% and therefore grossed up the offering price based on the discount, resulting in a fair value of $3.86 per common share.

The fair value for the warrants was estimated to be $.12 for each warrant to purchase one share of Common Stock using the Black-Scholes option pricing model with the following assumptions:

Expected Volatility	22.5	%
Expected Dividend Yield	0	%
Expected Life Term	2.5
Risk-Free Interest Rate	0.39	%

The proceeds of the Offering were accounted for as the par value of the Common Stock ($.001 per share) issued and the balance ($3.499 per share) as additional paid in-capital, inclusive of the value of the warrants.

2014 Private Offering of Equity Securities

On December 22, 2014, in a private offering to accredited investors, the Company issued and sold an aggregate of 1,086,667 shares of its Common Stock at a purchase price of $9.00 per share, for aggregate gross proceeds of $9,780,000 (the “2014 Private Offering”). The Company paid Young America Capital LLC (“Young America”) a placement fee of $474,600 in connection with the 2014 Private Offering (see Note 13, Related Party Transactions). Net proceeds, after the payment of placement fees and legal and other expenses of $486,000, amounted to $9,294,000.

2011 Equity Incentive Plan

The Company’s 2011 Equity Incentive Plan, as amended and restated (the “Plan”), is designed and utilized to enable the Company to provide its employees, officers, directors, consultants and others whose past, present and/or potential contributions to the Company have been, are or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. A total of 5,000,000 shares of Common Stock are eligible for issuance under the Plan. The Plan provides for the grant of any or all of the following types of awards: stock options, restricted stock, deferred stock, stock appreciation rights and other stock-based awards. The Plan is administered by the Board, or, at the Board’s discretion, a committee of the Board.

Effective November 6, 2014, the Plan was amended to (a) increase the number of shares of Common Stock reserved and available for distribution under the Plan from 5,000,000 to 8,000,000, (b) increase the maximum number of shares with respect to Incentive Stock Options (as defined in the Plan) which may be granted under the Plan from 2,000,000 to 5,000,000, (c) increase the maximum number of shares of Common Stock with respect to which options or restricted stock may be granted to any participant from 2,000,000 to 5,000,000 and (d) provide for the award of cash bonuses to participants.

Forfeitures are required to be estimated at the time of grant and revised, if necessary, in subsequent periods if actual forfeitures differ from those estimates.

On April 1, 2013, the Company issued to management 1,270,000 shares of restricted stock. The vesting date of 1,075,000 shares of restricted stock was September 20, 2014, provided, however, that each such grantee has the right to extend the vesting date by six-month increments in his sole discretion, prior to the date the restrictions would lapse. The vesting date of 97,500 shares of restricted stock was September 30, 2014 and the vesting date of 97,500 shares of restricted stock is March 31, 2015. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following September 30^th or March 31^st, as the case may be, by providing written notice of such election to extend such date with respect to all or a portion of the restricted stock prior to such date. As of December 31, 2014, restrictions on 85,000 shares have lapsed and the remaining 1,185,000 shares are scheduled to vest on March 31, 2015. The Company repurchased 40,750 shares of restricted stock upon vesting to satisfy the grantees’ tax withholding obligations.

On April 1, 2013, the Company issued to non-management directors 100,000 shares of restricted stock. The vesting date of 50,000 shares of restricted stock was September 30, 2014 and the vesting date of 50,000 shares of restricted stock is March 31, 2015. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following September 30^th or March 31^st, as the case may be, by providing written notice of such election to extend such date with respect to all or a portion of the restricted stock prior to such date. As of December 31, 2014, restrictions on 10,000 shares have lapsed and 90,000 shares are scheduled to vest on March 31, 2015.

On May 1, 2013, the Company issued to non-executive employees 29,750 shares of restricted stock. The shares of restricted stock will vest evenly over 2 years, whereby 50% vested on April 30, 2014 and 50% shall vest on April 30, 2015.

On January 1, 2014, the Company issued to a member of management and a key employee an aggregate of 825,000 shares of restricted stock. The vesting date for 550,000 shares of restricted stock was July 1, 2014, and the remaining 275,000 shall vest evenly over the periods ending September 30, 2014, 2015 and 2016, provided, however, that each such grantee has the right to extend the vesting dates by six-month increments in their sole discretion, prior to the date the restrictions would lapse. As of December 31, 2014, restrictions on 2,500 shares have lapsed and 89,500 shares, 550,000 shares, 92,000 shares and 91,000 shares are scheduled to vest on March 31, 2015, July 1, 2015, September 30, 2015 and September 30, 2016, respectively. The Company repurchased 1,250 shares of restricted stock upon vesting to satisfy the grantee’s tax withholding obligations.

On January 1, 2014, the Company granted options to purchase an aggregate of 50,000 shares of Common Stock to a non-executive employee of the Company. The exercise price per share of the options is $5.00 per share, and 50% of the options will vest on each of the first and second anniversaries of the grant date. As of December 31, 2014, all of these options have been forfeited.

On April 1, 2014, the Company issued to non-management directors 50,000 shares of restricted stock. The shares of restricted stock will vest evenly over two years, whereby 50% shall vest on March 31, 2015 and 50% shall vest on March 31, 2016. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following September 30^th or March 31^st, as the case may be, by providing written notice of such election to extend such date with respect to all or a portion of the restricted stock prior to such date.

On May 15, 2014, the Company issued to certain executives and employees 557,475 shares of restricted stock. The shares of restricted stock will vest evenly over two years, whereby 50% shall vest on May 31, 2015 and 50% shall vest on May 31, 2016. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following September 30^th or March 31^st, as the case may be, by providing written notice of such election to extend such date with respect to all or a portion of the restricted stock prior to such date.

On May 15, 2014, the Company granted options to purchase an aggregate of 50,000 shares of Common Stock to a non-executive employee of the Company. The exercise price per share of the options is $7.50 per share, and 50% of the options will vest on each of May 15, 2015 and 2016.

On July 15, 2014, the Company issued to one of its directors 25,000 shares of restricted stock. The shares of restricted stock will vest evenly over two years, whereby 50% shall vest on March 31, 2015 and 50% shall vest on March 31, 2016. Notwithstanding the foregoing, the grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following September 30^th or March 31^st, as the case may be, by providing written notice of such election to extend such date with respect to all or a portion of the restricted stock prior to such date.

On July 1, 2014, the Company granted options to purchase an aggregate of 35,000 shares of Common Stock to certain non-executive employees of the Company. The exercise price per share of the options is $7.50 per share, and 50% of the options will vest on each of June 30, 2015 and 2016.

On October 1, 2014, the Company issued to a non-executive employee 15,000 shares of restricted stock. The shares of restricted stock will vest evenly over two years, whereby 50% shall vest on March 31, 2015 and 50% shall vest on March 31, 2016. Notwithstanding the foregoing, the grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following September 30^th or March 31^st, as the case may be, by providing written notice of such election to extend such date with respect to all or a portion of the restricted stock prior to such date.

On December 1, 2014, the Company granted options to purchase an aggregate of 10,000 shares of Common Stock to a non-executive employee of the Company. The exercise price per share of the options is $8.00 per share, and 50% of the options will vest on each of March 31, 2015 and 2016.

The fair value for the options was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions:

	Year Ended December 31,
	2014		2013
Expected Volatility		24 – 29%		21 – 22%
Expected Dividend Yield		0%		0%
Expected Life (Term)		2.5 years		1 – 3 years
Risk-Free Interest Rate		0.58 – 0.70%		0.21 – 0.39%

The options that the Company granted under the Plan expire at various times, either five, seven or ten years from the date of grant, depending on the particular grant.

A summary of the Company’s stock options for the year ended December 31, 2014 is as follows:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2014		343,125		$	4.55		3.60	$	—
Granted		145,000			6.67		—		—
Canceled		—			—		—		—
Exercised		(19,000	)		3.58		—		—
Expired/Forfeited		(65,125	)		4.55		—		—
Outstanding and expected to vest at December 31, 2014		404,000		$	6.67		2.89	$	1,472,000
Exercisable at December 31, 2014		309,000		$	4.70		2.36	$	1,334,000

Compensation expense related to stock option grants for the Current Year and Prior Year was $51,000 and $69,000, respectively. Total unrecognized compensation expense related to unvested stock options at December 31, 2014 amounts to $112,000 and is expected to be recognized over a weighted average period of 1.6 years.

The following table summarizes the Company’s stock option activity for non-vested options for the year ended December 31, 2014:

	Number of Options			Weighted Average Grant Date Fair Value
Balance at January 1, 2014		38,625		$	0.99
Granted		145,000			1.05
Vested		(24,500	)		(0.99	)
Forfeited or Canceled		(64,125	)		(0.47	)
Balance at December 31, 2014		95,000		$	1.43

Warrants

A summary of the Company’s warrants for the year ended December 31, 2014 is as follows:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2014		1,469,543	$	3.05		—	$	—
Granted		750,000		4.05		—		—
Canceled		—		—		—		—
Exercised		—		—		—		—
Expired/Forfeited		—		—		—		—
Outstanding at December 31, 2014		2,219,543	$	6.07		4.23	$	6,497,413
Exercisable at December 31, 2014		2,219,543	$	6.07		4.23	$	6,497,413

Compensation expense related to warrant grants for the Current Year and Prior Year was $0 and $33,000, respectively. Compensation expense related to warrants in the Prior Year is reported as stock-based compensation under operating expenses in the consolidated statements of operations.

The Company values warrants issued to non-employees at the commitment date at the fair market value of the instruments issued, a measure which is more readily available than the fair market value of services rendered, using the Black-Scholes option pricing model. The fair market value of the instruments issued is expensed over the requisite service period.

Compensation expense related to warrants in connection with a licensing agreement is amortized over the five year initial term of the license agreement and is recorded as a discount to licensing revenues. The stock-based licensing revenue-discount for the Current Year and Prior Year was $13,000 and $5,000, respectively. The Company fully amortized the remaining value of warrants due to the termination of the related license agreement during the Current Year.

On June 5, 2013, in connection with the Offering, the Company issued warrants to purchase 312,500 shares of Common Stock with an exercise price of $5.00 per share and a term of 5-years. The Company estimated the fair value of the warrants to be $38,000, using the Black-Scholes option pricing model. The fair value of the warrant was estimated as of the date of grant using the following assumptions: (1) expected volatility of 22.2%, (2) risk-free interest rate of 0.39% and (3) expected life of 2.5 years. The Company accounted for the fair value of the warrants as a cost of the offering resulting in a charge directly to stockholders’ equity.

On October 4, 2013, the Company issued to Adam Dweck (“AD”), an Executive Vice President of Earthbound, LLC (“Earthbound”) and the son of Jack Dweck, who is a principal of Earthbound and was on the Company’s board of directors through June 26, 2014 (see Note 13, Related Party Transactions), warrants to purchase 25,000 shares of Common Stock at an exercise price of $5.00 per share. The warrants were issued in connection with performance targets under a licensing agent agreement with AD and expire on August 2, 2016. On October 4, 2013, 12,500 warrants vested and, on October 4, 2014, the remaining 12,500 warrants vested upon achieving the second performance target. The Company estimated the fair value of the warrants to be $2,500, using the Black-Scholes option pricing model. The fair value of the warrant was estimated as of the date of grant using the following assumptions: (1) expected volatility of 22.2%, (2) risk-free interest rate of 0.39% and (3) expected life of 2.5 years. Compensation expense related to warrants in connection with the licensing agreement is amortized over the expected period in which the royalty targets will be met and is recorded as a royalty commission expense and netted with licensing revenues. The stock-based commission expense for the Current Year and Prior Year was $1,000 and $1,500, respectively.

On December 22, 2014, in connection with the acquisition of the H Halston Brands, the Company issued five year warrants to purchase up to an aggregate of 750,000 shares of the Company’s Common Stock at an exercise price of $12.00 per share. The warrants had a fair value of $611,000 using the Black-Scholes option pricing model with the following assumptions:

Expected Volatility	29	%
Expected Dividend Yield	0	%
Expected Life (Term)	2.5 years
Risk-Free Interest Rate	0.70	%

A summary of the changes in the Company’s unvested warrants for the year ended December 31, 2014 is as follows:

	Number of Warrants			Weighted Average Grant Date Fair Value
Unvested balance at January 1, 2014		12,500		$	0.10
Granted		750,000			0.82
Vested		(762,500	)		(0.80	)
Forfeited or Canceled		—			—
Unvested balance at December 31, 2014		—		$	—

Restricted Stock

A summary of the Company’s restricted stock for the year ended December 31, 2014 is as follows:

	Number of Restricted Shares			Weighted Average Grant Date Fair value
Outstanding at January 1, 2014		2,026,554		$	3.59
Granted		1,472,475			5.43
Canceled		—			—
Vested		(286,494	)		3.33
Expired/Forfeited		(4,125	)		4.30
Outstanding and expected to vest at December 31, 2014		3,208,410		$	4.46

Compensation expense related to restricted stock grants for the Current Year and Prior Year was $5,100,000 and $4,741,000, respectively. Total unrecognized compensation expense related to unvested restricted stock grants at December 31, 2014 amounts to $3,785,000 and is expected to be recognized over a weighted average period of 1.6 years.

The following table provides information with respect to purchases by the Company of restricted stock during the Current Year and Prior Year.

Date	Total Number of Shares Purchased^(a)		Actual Price Paid per Share		Number of Shares Purchased as Part of Publically Announced Plan		Fair value of Re-Purchased Shares
November 15, 2013		153,896	$	3.86		—	$	594,000
December 1, 2013		7,272		3.86		—		28,000
Total 2013		161,168	$	3.86		—	$	622,000
March 28, 2014		15,750	$	4.00		—	$	63,000
September 30, 2014		26,250		7.83		—		205,000
December 1, 2014		88,725		8.00		—		710,000
Total 2014		130,725	$	7.49		—	$	978,000

(a)

All of the shares of restricted stock in the preceding table were originally granted to employees and directors as restricted stock pursuant to the Plan. The shares reflected above as repurchased shares were relinquished by employees and directors in exchange for the Company’s agreement to pay federal and state and local withholding obligations on behalf of such employees and directors upon the vesting of restricted stock.

Shares Available Under the Company’s 2011 Equity Incentive Plan

At December 31, 2014, there were 3,693,258 shares of Common Stock available for issuance under the Plan.

Shares Reserved for Issuance

At December 31, 2014, there were 6,317,377 shares of Common Stock reserved for issuance pursuant to unexercised warrants and stock options, or available for issuance under the Plan.

Dividends

The Company has not paid any dividends to date.

Earnings Per Share [Text Block]

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

+ References

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+ Details

Earnings Per Share

3 Months Ended

12 Months Ended

Mar. 31, 2015

Dec. 31, 2014

Earnings Per Share [Abstract]

6. Earnings Per Share

Basic earnings per share (“EPS”) is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding during the period. Diluted EPS gives effect to all potentially dilutive common shares outstanding during the period, including stock options and warrants, using the treasury stock method, and convertible debt, using the if-converted method. Diluted EPS excludes all potentially dilutive shares of common stock if their effect is anti-dilutive.

Shares used in calculating basic and diluted loss per share are as follows:

	Three Months Ended March 31,
	2015		2014
Basic		14,069,419		10,830,312
Effect of exercise of warrants		—		—
Effect of exercise of stock options		—		—
Diluted		14,069,419		10,830,312

The computation of basic and diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:

	Three Months Ended March 31,
	2015		2014
Stock options and warrants		750,000		1,201,925

9. Earnings Per Share

Shares used in calculating basic and diluted net income (loss) per share are as follows:

	Year Ended December 31,
	2014		2013
Basic		11,698,880		9,193,101
Effect of exercise of warrants		971,873		582,273
Effect of exercise of stock options		145,921		16,119
Diluted		12,816,674		9,791,493

The computation of basic and diluted EPS excludes the Common Stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:

	Year Ended December 31,
	2014		2013
Stock options and warrants		20,548		1,126,925

Commitments and Contingencies

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies Disclosure [Text Block]

10. Commitments and Contingencies

Leases

The Company leases office space under an operating lease agreement related to the Company’s main headquarters located in New York City, which lease expires in February 2022. Future minimum lease payments under the terms of the Company’s noncancelable operating lease agreements are as follows:

Year Ending December 31,	Lease Payments
2015	$	827,000
2016		809,000
2017		880,000
2018		906,000
2019		989,000
Thereafter		2,248,000
Total future noncancelable minimum lease payments	$	6,659,000

The lease for our corporate headquarters requires the Company to pay additional rents by way of increases in the base taxes and other costs on the property. Total rent expense was $753,000 and $708,000 for the years ended December 31, 2014 and 2013, respectively. In addition, the Company recorded $121,000 of sublease income during the year ended December 31, 2014.

Employment Agreements

The Company has contracts with certain executives and key employees. The future minimum payments under these contracts are:

Year Ending December 31,	Employment Contract Payments
2015	$	4,210,000
2016		3,950,000
Thereafter		3,242,000
Total future minimum employment contract payments	$	11,402,000

In addition to the employment contract payments stated above, the Company’s employment contracts with certain executives and key employees contain performance based bonus provisions. These provisions include bonuses based on the Company achieving revenues in excess of established targets and/or on operating results.

Certain of the employment agreements contain severance and/or change in control provisions. Aggregate potential severance compensation amounted to approximately $10.0 million at December 31, 2014.

Income Tax

3 Months Ended

12 Months Ended

Mar. 31, 2015

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Income Tax Disclosure [Text Block]

7. Income Tax

The effective income tax rate for the Current Quarter and the Prior Year Quarter was approximately (47%) and (37%), respectively, resulting in an income tax benefit of $106,000 and $494,000, respectively.

11. Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740. Deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. In determining the need for a valuation allowance, management reviews both positive and negative evidence pursuant to the requirements of ASC Topic 740, including current and historical results of operations, future income projections and the overall prospects of the Company’s business.

The income tax provision (benefit) for Federal and state and local income taxes in the consolidated statements of operations consists of the following:

	Year Ended December 31,
	2014			2013
Current:
Federal	$	1,108,000		$	(101,000	)
State and local		333,000			(33,000	)
Total current		1,441,000			(134,000	)
Deferred:
Federal		(1,343,000	)		(1,102,000	)
State and local		(195,000	)		(86,000	)
Total deferred		(1,538,000	)		(1,188,000	)
Total benefit	$	(97,000	)	$	(1,322,000	)

The reconciliation of income tax computed at the Federal and state statutory rates to the Company’s income before taxes are as follows:

	Year Ended December 31,
	2014			2013
U.S. statutory federal rate		34.00	%		34.00	%
State and local rate, net of federal tax		(81.71	)		(23.02	)
Gain on reduction of contingent obligation		385.97			(444.51	)
Excess compensation deduction		(100.46	)		39.98
Deferred tax adjustment		0.00			34.27
Foreign tax credits		99.26			0.00
Life insurance		(101.67	)		0.86
Other permanent differences		(51.87	)		(2.78	)
Income tax benefit		183.52	%		(361.20	)%

The significant components of net deferred tax liabilities of the Company consist of the following:

	December 31,
	2014			2013
Deferred tax assets
Property and equipment	$	204,000		$	117,000
Stock-based compensation		4,625,000			2,738,000
Accrued compensation and other accrued expenses		548,000			280,000
Allowance for doubtful accounts		17,000			16,000
Royalty advances		68,000			156,000
Other		—			18,000
Total deferred tax assets	$	5,462,000		$	3,325,000
Deferred tax liabilities
Basis difference arising from discounted note payable		(648,000	)		(339,000	)
Basis difference arising from intangible assets of acquisition		(12,263,000	)		(11,974,000	)
Total deferred tax liabilities		(12,911,000	)		(12,313,000	)
Net deferred tax liabilities	$	(7,449,000	)	$	(8,988,000	)

	December 31,
		2014			2013
Net current deferred tax asset		$	633,000		$	49,000
Net non-current deferred tax liabilities			(8,082,000	)		(9,037,000	)
Net deferred tax liabilities		$	(7,449,000	)	$	(8,988,000	)

The Company has available at December 31, 2014 and 2013, approximately $0 and $207,000, respectively, of unused U.S. Federal and state and local net operating loss carryforwards that may be applied against future taxable income.

During the Current Year and Prior Year, the Company recorded a $0.6 million and $5.1 million gain on the reduction of contingent obligations related to the acquisition of IM Ready. This gain is not subject to U.S. Federal income tax (see Note 7).

As of December 31, 2014 and 2013, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its consolidated financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its consolidated financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year.

Discontinued Operations

3 Months Ended

12 Months Ended

Mar. 31, 2015

Dec. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Disposal Groups, Including Discontinued Operations, Disclosure [Text Block]

8. Discontinued Operations

Discontinued operations represents the net sales and expenses related to the Company’s retail operations. The Company will continue to operate e-commerce, which was previously reported as a component of retail operations, as a component of its licensing business.

A summary of the Company’s results of discontinued operations of its retail business for the Current Quarter and Prior Year Quarter and the Company’s assets and liabilities from discontinued operations of its retail business as of March 31, 2015 and December 31, 2014 are as follows:

Results of discontinued operations:

	March 31,
	2015			2014
Net sales	$	106,000		$	26,000
Cost of sales		(120,000	)		(33,000	)
Operating expenses		(175,000	)		(191,000	)
Depreciation and amortization		—			(11,000	)
Loss from disposal of discontinued operations		(164,000	)		—
Income tax benefit		140,000			78,000
Loss from discontinued operations, net	$	(213,000	)	$	(131,000	)
Loss per share from discontinued operations, net:
Basic and Diluted	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding:
Basic and Diluted		14,069,419			10,830,312

Assets and liabilities of discontinued operations:

	March 31, 2015		December 31, 2014
Inventory	$	141,000	$	214,000
Prepaid expenses and other current assets		58,000		63,000
Deferred tax asset		226,000		226,000
Total current assets	$	425,000	$	503,000
Property and equipment, net	$	—	$	112,000
Other long-term assets		—		11,000
Total long-term assets	$	—	$	123,000
Accounts payable and accrued expenses	$	180,000	$	157,000
Other current liabilities		81,000		61,000
Total liabilities	$	261,000	$	218,000

12. Discontinued Operations

Discontinued operations as of December 31, 2014 and 2013 represent the net sales and expenses related to the Company’s retail operations. The Company will continue to operate e-commerce, which was previously reported as a component of retail operations, as a component of our licensing business.

A summary of the Company’s results of discontinued operations of its retail business for the Current Year and Prior Year and the Company’s assets and liabilities from discontinued operations of its retail business as of December 31, 2014 and 2013 are as follows:

Results of discontinued operations:

	December 31,
	2014			2013
Net sales	$	560,000		$	203,000
Cost of sales		(470,000	)		(93,000	)
Operating expenses		(1,046,000	)		(326,000	)
Depreciation and amortization		(85,000	)		(20,000	)
Loss from disposal of discontinued operations		(739,000	)		—
Income tax benefit		704,000			80,000
Loss from discontinued operations, net	$	(1,076,000	)	$	(156,000	)
Loss per share from discontinued operations, net:
Basic	$	(0.09	)	$	(0.02	)
Diluted	$	(0.08	)	$	(0.02	)
Weighted average shares outstanding:
Basic		11,698,880			9,193,101
Diluted		12,816,674			9,791,493

Assets and liabilities of discontinued operations:

	December 31,
	2014		2013
Inventory	$	214,000	$	70,000
Prepaid expenses and other current assets		63,000		33,000
Deferred tax asset		226,000		70,000
Total current assets	$	503,000	$	173,000
Property and equipment, net	$	112,000	$	174,000
Other long-term assets		11,000		10,000
Total long-term assets	$	123,000	$	184,000
Accounts payable and accrued expenses	$	157,000	$	51,000
Other current liabilities		61,000		—
Total liabilities	$	218,000	$	51,000

The entire disclosure for the facts and circumstances leading to the completed or expected disposal, manner and timing of disposal, the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the segment in which the disposal group was reported, and the classification (whether sold or classified as held for sale) and carrying value of the assets and liabilities comprising the disposal group. Includes all disposal groups, including those classified as components of the entity (discontinued operations).

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
-Paragraph 2
-URI http://asc.fasb.org/extlink&oid=6360339&loc=d3e1436-107760

Reference 2: http://www.xbrl.org/2003/role/presentationRef
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-Name Accounting Standards Codification
-Topic 205
-SubTopic 20
-Section 50
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Reference 3: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-Paragraph 3
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Reference 4: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 50
-Paragraph 5
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Reference 5: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 45
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-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e957-107759

Reference 6: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 205
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-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1020-107759

Reference 7: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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-SubTopic 20
-Section 45
-Paragraph 4
-URI http://asc.fasb.org/extlink&oid=6892542&loc=d3e1012-107759

Reference 8: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
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Reference 9: http://www.xbrl.org/2003/role/presentationRef
-Publisher FASB
-Name Accounting Standards Codification
-Topic 360
-SubTopic 10
-Section 50
-Paragraph 3
-URI http://asc.fasb.org/extlink&oid=6391110&loc=d3e2941-110230

+ Details

Related Party Transactions

3 Months Ended

12 Months Ended

Mar. 31, 2015

Dec. 31, 2014

9. Related Party Transactions

Todd Slater

On September 29, 2011, the Company entered into an agreement, which was amended on October 4, 2011, with Todd Slater, who was appointed as a director of the Company commencing on October 17, 2011, for services related to the Company’s licensing strategy and introduction to potential licensees. During the term of the agreement or during the year following the expiration of the term of the agreement, if the Company enters into a license or distribution agreement with a licensee introduced by Mr. Slater, Mr. Slater was entitled to receive a commission equal to 15% of all net royalties received by the Company during the first term of such agreement, payable within thirty days of receipt of the net royalties.

On July 10, 2012, the Company and Mr. Slater entered into an amendment (the “Amendment”) to the agreement. Pursuant to the Amendment, the Company paid to Mr. Slater $163,000 as payment in full for (i) the cancellation of all amounts which are or may otherwise become due or payable to Mr. Slater under the terms of the agreement for licensees already introduced to the Company by Mr. Slater and which Mr. Slater was entitled to 15% of the revenues from such licensees under the agreement, and (ii) the assignment to the Company of all such amounts payable directly to Mr. Slater pursuant to such license agreements. The Company has capitalized this payment and amortizes the expense in accordance with the revenue earned from the respective licensing agreements on which this payment was based.

The Company incurred direct licensing costs with Mr. Slater from amortization of the one-time payment stated above for the Current Quarter and the Prior Year Quarter of $8,000 and $21,000, respectively.

Licensing Agent Agreement

On August 2, 2011, the Company entered into a licensing agent agreement with Adam Dweck (“AD”), son of Jack Dweck, a former director of the Company, pursuant to which he is entitled to a five percent commission on any royalties the Company receives under any new license agreements that he procures for the Company for the initial term of such license agreements. AD earned $7,000 and $6,000 in fees for the Current Quarter and Prior Year Quarter, respectively.

13. Related Party Transactions

Todd Slater

The Company incurred direct licensing costs with Mr. Slater from amortization of the one-time payment stated above and fees paid for the Current Year and the Prior Year of $85,000 and $46,000, respectively.

On June 5, 2013, the Company paid Threadstone Advisors, LLC (“Threadstone”) a fee of $280,000 for the placement of $4,000,000 of proceeds from the Offering (see Note 8). This placement fee was recorded as a reduction in paid-in capital and reflected in the stockholders’ equity section of the consolidated balance sheet. Mr. Slater is an officer and a 5% owner of Threadstone.

On December 22, 2014, the Company entered into an agreement with Young America, pursuant to which the Company agreed to pay Young America a cash payment of 7% of the gross proceeds from a private offering of the Company’s equity securities, except with respect to $3,000,000 of common stock sold in the 2014 Private Offering. The Company paid Young America a placement fee of $474,600 in connection with the 2014 Private Offering. Todd Slater is a director of the Company and a registered representative and independent contractor to Young America, and he received $439,005 of the consideration paid to Young America.

Licensing Agent Agreement

On August 2, 2011, the Company entered into a licensing agent agreement with AD, pursuant to which he is entitled to a five percent commission on any royalties the Company receives under any new license agreements that he procures for the Company for the initial term of such license agreements. AD earned $25,000 and $13,000 in fees for the Current Year and Prior Year, respectively.

The Company issued AD warrants to purchase 12,500 shares of Common Stock at an exercise price of $5.00 per share, subject to AD generating $0.5 million of accumulated royalties, and additional warrants to purchase 12,500 shares of Common Stock at an exercise price of $5.00 per share, subject to AD generating $1.0 million of accumulated royalties. Additionally, AD shall be entitled to receive warrants to purchase 25,000 shares of Common Stock priced at an exercise price per share equal to the fair market value at the time of issuance, subject to AD generating $2.0 million of accumulated royalties. These warrants all expire on August 2, 2016. AD reached the first milestone of $0.5 million sourced royalties, as well as the second milestone of $1.0 million of sourced royalties as of December 31, 2014. Accordingly, the Company issued warrants to AD to purchase 25,000 shares of Common Stock, of which 12,500 vested in 2013 and 12,500 vested in 2014. The fair value of these warrants was estimated at $2,500 on the grant date using the Black-Scholes option pricing model, of which half has been recorded as a royalty commission expense in the Current Year and half has been recorded as a royalty commission expense in the Prior Year. The expense was recorded as a reduction of net licensing revenues in the consolidated statements of operations.

IM Ready-Made, LLC

The Company and IM Ready had balances owed between the companies relating to the transition of the Isaac Mizrahi Business and certain payments assigned to IM Ready by QVC under the QVC Agreement. As of December 31, 2014 and 2013, the Company owed IM Ready $0 and $459,000, respectively. The Company did not earn any revenue or incur any expenses with IM Ready since the closing of the acquisition of the Mizrahi business.

Mark DiSanto

On June 5, 2013, Mark X. DiSanto Investment Trust (the “DiSanto Trust”) purchased 285,715 shares of the Company’s Common Stock and warrants to purchase an aggregate of 62,500 shares of the Company’s Common Stock for aggregate gross proceeds of $1 million in the Offering (see Note 8). Mark DiSanto, a director of the Company, is the trustee and has sole voting and dispositive power for the DiSanto Trust.

Subsequent Events [Text Block]

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References + Details

Subsequent Events

3 Months Ended

12 Months Ended

Mar. 31, 2015

Dec. 31, 2014

Subsequent Events [Abstract]

10. Subsequent Events

On April 21, 2015, the Company satisfied $3 million principal amount of the Ripka Seller Notes by issuing 333,334 shares of the Company’s common stock. The original maturity date of the Ripka Seller Notes was March 31, 2019. The carrying value, net of the discount at the time of the redemption of the $3 million Ripka Seller Notes was $2.24 million and as a result, the Company will record a loss on the early extinguishment of debt of $0.76 million in the three and six months ending June 30, 2015.

On May 14, 2015, the Company entered into a consulting agreement with Jones Texas, Inc., (“JT Inc.”) whose controlling shareholder is Edward Jones, a Director of the Company. The agreement expires on July 31, 2015 and provides for fees payable to JT Inc. up to $25,000.

14. Subsequent Events

Amendment of Term Debt Agreements

On February 19, 2015, the Company amended its IM and JR Term Loans. The amendment to the IM and JR Term Loans amends the definition of Cash Flow Recapture (as defined in the IM and JR Term Loans) to reflect that such calculation applies to any fiscal year commencing with the fiscal year ending December 31, 2015.

Amendment of Ripka Seller Notes

On February 20, 2015, the Company agreed to cancel Ripka Seller Notes in the principal amount of $3.0 million and execute in its place: (i) a $2.4 million principal amount promissory note issued in the name of Ms. Ripka (the “$2,400,000 Seller Note”) and (ii) a $600,000 principal amount promissory note issued in the name of Ms. Ripka (the “$600,000 Seller Note”), each pursuant to substantially the same terms as the Ripka Seller Notes; provided, however, that the Company and Ms. Ripka have agreed that, upon Ms. Ripka’s assignment of the $600,000 Seller Note to a permitted assignee, the principal payments under the $600,000 Seller Note shall accelerate to be payable in eight equal quarterly installments of $75,000 with the first payment due on March 31, 2015 and with the final principal payment payable on December 31, 2016. The $2,400,000 Seller Note was assigned by Ms. Ripka to Judith Ripka Creations, Inc. and then assigned by Judith Ripka Creations, Inc. to Thai Jewelry Manufacturer Co. LTD. (“Thai Jewelry”). Simultaneously with the assigned $2,400,000 Seller Note, Thai Jewelry entered into a release of the Company and its affiliates from any and all claims which exist or may have existed between Thai Jewelry, as well as, Judith Ripka, Judith Ripka Creations, Inc. or any of their affiliates or successors.

Satisfaction $2,400,000 Seller Note

Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Consolidation, Policy [Policy Text Block]

Principles of Consolidation

Use of Estimates, Policy [Policy Text Block]

Use of Estimates

Discontinued Operations, Policy [Policy Text Block]

Discontinued Operations

Cash and Cash Equivalents, Policy [Policy Text Block]

Cash and Cash Equivalents

The Company considers all highly-liquid investments with original maturities of three months or less to be cash equivalents.

Receivables, Policy [Policy Text Block]

Accounts Receivable

Property, Plant and Equipment, Policy [Policy Text Block]

Property and Equipment

Goodwill and Intangible Assets, Intangible Assets, Policy [Policy Text Block]

Trademarks, Goodwill and Other Intangible Assets

Deferred Finance Costs [Policy Text Block]

Deferred Finance Costs

Contingent Obligation, Policy [Policy Text Block]

Contingent Obligations

Revenue Recognition, Policy [Policy Text Block]

Revenue Recognition

Advertising Costs, Policy [Policy Text Block]

Advertising Costs

Lease, Policy [Policy Text Block]

Operating Leases

Share-based Compensation, Option and Incentive Plans Policy [Policy Text Block]

Stock-Based Compensation

Income Tax, Policy [Policy Text Block]

Income Taxes

Fair Value of Financial Instruments, Policy [Policy Text Block]

Fair Value of Financial Instruments

Fair Value Measurement, Policy [Policy Text Block]

Fair Value

The following table reflects the change in fair value of the Company’s earn-out obligation for the years ended December 31, 2014 and 2013:

	December 31,
	2014			2013
Balance at beginning of year	$	6,366,000		$	11,466,000
Gain on reduction of contingent obligation		(600,000	)		(5,100,000	)
Balance at end of year	$	5,766,000		$	6,366,000

Concentration Risk, Credit Risk, Policy [Policy Text Block]

Concentrations of Credit Risk

Earnings Per Share, Policy [Policy Text Block]

Earnings Per Share

New Accounting Pronouncements, Policy [Policy Text Block]

Recent Accounting Pronouncements

Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2014

Accounting Policies [Abstract]

Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]

The following table reflects the change in fair value of the Company’s earn-out obligation for the years ended December 31, 2014 and 2013:

	December 31,
	2014			2013
Balance at beginning of year	$	6,366,000		$	11,466,000
Gain on reduction of contingent obligation		(600,000	)		(5,100,000	)
Balance at end of year	$	5,766,000		$	6,366,000

Acquisition of H Halston Trademarks (Tables)

12 Months Ended

Dec. 31, 2014

Acquisition of H Halston Trademarks [Member]

Schedule Of Asset Acquisition [Table Text Block]

Allocated to:
Trademarks	$	27,562,000
Non-compete agreement		562,000
Total acquisition price	$	28,124,000

The following represents the aggregate purchase price of $28.1 million, including legal and other fees of $0.49 million:

Cash paid	$	18,023,000
Fair value of Common Stock issued (1,000,000 shares)		9,000,000
Fair value of warrants to purchase 750,000 shares of Common Stock (see Note 8)		611,000
Direct transaction expenses		490,000
Total consideration	$	28,124,000

Acquisition of Judith Ripka Trademarks (Tables)

12 Months Ended

Dec. 31, 2014

Judith Ripka Trademarks [Member]

Schedule Of Asset Acquisition [Table Text Block]

The aggregate purchase price was allocated to the following assets based on the fair market value of the assets on the date of acquisition:

Allocated to:
Trademarks	$	24,600,000
Copyrights and other intellectual property		190,000
Total acquisition price	$	24,790,000

The following represents the aggregate purchase price of $24.8 million, including legal and other fees of $0.39 million:

Cash paid	$	11,975,000
Installment payment due February 23, 2015		1,000,000
Installment payment due April 1, 2015		1,190,000
Ripka Seller Notes (at fair value, see Note 7)		4,165,000
Fair value of Common Stock issued (571,429 shares)		2,286,000
Ripka Earn-Out obligation (at fair value, see Note 7)		3,784,000
Direct transaction expenses		390,000
Total consideration	$	24,790,000

Trademarks, Goodwill and Other Intangibles (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2015

Dec. 31, 2014

Goodwill and Intangible Assets Disclosure [Abstract]

Schedule of Intangible Assets and Goodwill [Table Text Block]

Trademarks and other intangibles, net consist of the following:

	March 31, 2015			December 31, 2014
Trademarks	$	96,676,000		$	96,662,000
Licensing agreements		2,000,000			2,000,000
Non-compete agreement		562,000			562,000
Copyrights and other intellectual property		190,000			190,000
Accumulated amortization		(1,892,000	)		(1,735,000	)
Net carrying amount	$	97,536,000		$	97,679,000

Trademarks, and other intangibles, net consist of the following:

	December 31,
	2014			2013
Trademarks	$	96,662,000		$	44,500,000
Licensing agreements		2,000,000			2,000,000
Non-compete agreement		562,000			—
Copyrights and other intellectual property		190,000			—
Accumulated amortization, licensing and non-compete agreements		(1,735,000	)		(1,192,000	)
Net carrying amount	$	97,679,000		$	45,308,000

Schedule of Finite-Lived Intangible Assets, Future Amortization Expense [Table Text Block]

The following table presents amortization expense over the remaining useful lives of the definite lived intangible assets:


Year Ending December 31,	Amortization Expense
2015	$	378,000
2016		99,000
2017		99,000
2018		99,000
2019		99,000
Thereafter		243,000
Total	$	1,017,000

Debt (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2015

Dec. 31, 2014

Schedule of Debt [Table Text Block]

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

	March 31, 2015		December 31, 2014
IM Term Loan	$	12,500,000	$	12,750,000
JR Term Loan		9,000,000		9,000,000
H Term Loan		10,000,000		10,000,000
IM Seller Note		4,692,000		5,366,000
Ripka Seller Notes^(*)		2,683,000		4,398,000
Contingent obligation – IM Seller^(*)		5,766,000		5,766,000
Contingent obligation – JR Seller		3,784,000		3,784,000
Total		48,425,000		51,064,000
Current portion^(*)		12,381,000		11,416,000
Total long-term debt	$	36,044,000	$	39,648,000

(*)

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

	December 31,
	2014		2013
IM Term Loan	$	12,750,000	$	13,000,000
JR Term Loan		9,000,000		—
H Term Loan		10,000,000		—
IM Seller Note		5,366,000		5,045,000
Ripka Seller Notes		4,398,000		—
Contingent obligation – IM Seller^(*)		5,766,000		6,681,000
Contingent obligation – JR Seller		3,784,000		—
Total		51,064,000		24,726,000
Current portion^(*)		11,416,000		565,000
Total long-term debt	$	39,648,000	$	24,161,000

(*)

$5.766 million of the current portion of long-term debt is the contingent obligation — IM Seller, that is payable in common stock or cash, at the Company’s option.

Debt Instrument Principal Payments [Table Text Block]

The remaining scheduled principal payments (including amortization of imputed interest) are as follows:

Payment Date	Payment Amount
January 31, 2016⁽ⁱ⁾	$	750,000
September 30, 2016⁽ⁱⁱ⁾	$	4,377,432

(i)

Payable in cash subject to BHI approving the cash payment. If BHI does not approve the cash payment, the amount shall be payable in shares of Common Stock subject to the provisions described above.

(ii)

Payable in stock or cash at the Company’s sole discretion. Amounts paid in cash require BHI’s approval. Amounts payable in shares of Common Stock are subject to the provisions described above.

Scheduled principal payments (including amortization of imputed interest) are as follows:

Payment Date	Payment Amount		Amounts Payable in Cash		Amount Payable in Cash with Restrictions⁽ⁱ⁾		Amount Payable in Stock⁽ⁱⁱ⁾
January 31, 2015⁽ⁱⁱⁱ⁾	$	750,000	$	750,000	$	—	$	—
January 31, 2016	$	750,000	$	—	$	750,000	$	—
September 30, 2016	$	4,377,432	$	—	$	—	$	4,377,432

(i)

(ii)

(iii)

Paid prior to January 31, 2015.

Schedule Of Royalty Targets and Percentage Of Potential Earn Out Value [Table Text Block]

The royalty targets and percentage of the potential earn-out value are as follows:

Royalty Target Period		Royalty Target				Earn-Out Value
Royalty Target Period (October 1, 2014 to September 30, 2015)		$	24,000,000			$	7,500,000

IM Ready will receive a percentage of the IM Earn-Out Value based upon the percentage of the actual net royalty income of the Isaac Mizrahi Business to the royalty target as set forth below.

Applicable Percentage	% of Earn-Out 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	%

The royalty targets and percentage of the potential earn-out value are as follows:

Royalty Target Period		Royalty Target				Earn-Out Value
Royalty Target Period (October 1, 2014 to September 30, 2015)		$	24,000,000			$	7,500,000

IM Ready will receive a percentage of the “IM Earn-Out Value based upon the percentage of the actual net royalty income of the Isaac Mizrahi Business to the royalty target as set forth below:

Applicable Percentage	% of Earn-Out 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	%

IM Term Loan [Member]

Schedule of Maturities of Long-term Debt [Table Text Block]

Scheduled principal payments are as follows:

Year Ending December 31,	Amount of Principal Payment
2015 (April 1 through December 31)	$	1,125,000
2016		2,625,000
2017		3,125,000
2018		5,625,000
Total	$	12,500,000

Scheduled principal payments are as follows:

Year Ending December 31,	Amount of Principal Payment
2015	$	1,375,000
2016		2,625,000
2017		3,125,000
2018		5,625,000
Total	$	12,750,000

JR Term Loan [Member]

Schedule of Maturities of Long-term Debt [Table Text Block]

Scheduled principal payments, which begin April 1, 2015, are as follows:

Year Ending December 31,	Amount of Principal Payment
2015 (April 1 through December 31)	$	1,125,000
2016		2,250,000
2017		2,875,000
2018		2,250,000
2019		500,000
Total	$	9,000,000

Scheduled principal payments, which begin April 1, 2015, are as follows:

Year Ending December 31,	Amount of Principal Payment
2015	$	1,125,000
2016		2,250,000
2017		2,875,000
2018		2,250,000
2019		500,000
Total	$	9,000,000

H Term Loan [Member]

Schedule of Maturities of Long-term Debt [Table Text Block]

Scheduled principal payments of the H Loan are as follows:

Year Ending December 31,	Amount of Principal Payment
2016	$	1,500,000
2017		2,500,000
2018		3,000,000
2019		3,000,000
Total	$	10,000,000

Scheduled principal payments of the H Loan are as follows:

Year Ending December 31,	Amount of Principal Payment
2015	$	—
2016		1,500,000
2017		2,500,000
2018		3,000,000
2019		3,000,000
Total	$	10,000,000

Stockholders' Equity (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2015

Dec. 31, 2014

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Schedule of Share-based Compensation, Stock Options, Activity [Table Text Block]

A summary of the Company’s stock options for the Current Quarter is as follows:

	Number of Options			Weighted Average Exercise Price			Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2015		404,000		$	6.67			2.89	$	1,472,000
Granted		—			—
Canceled		—			—
Exercised		—			—
Expired/Forfeited		(1,250	)		(4.00	)
Outstanding and expected to vest at March 31, 2015		402,750		$	5.36			2.64	$	1,465,000
Exercisable at March 31, 2015		307,750		$	4.69			2.10	$	1,327,000

A summary of the Company’s stock options for the year ended December 31, 2014 is as follows:

	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2014		343,125		$	4.55		3.60	$	—
Granted		145,000			6.67		—		—
Canceled		—			—		—		—
Exercised		(19,000	)		3.58		—		—
Expired/Forfeited		(65,125	)		4.55		—		—
Outstanding and expected to vest at December 31, 2014		404,000		$	6.67		2.89	$	1,472,000
Exercisable at December 31, 2014		309,000		$	4.70		2.36	$	1,334,000

Schedule of Share-based Compensation, Stock Warrant Activity [Table Text Block]

A summary of the Company’s warrants for the Current Quarter is as follows:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2015		2,219,543	$	6.07		4.23	$	6,497,413
Granted		—		—
Canceled		—		—
Exercised		—		—
Expired/Forfeited		—		—
Outstanding at March 31, 2015		2,219,543	$	6.07		3.98	$	6,497,413
Exercisable at March 31, 2015		2,219,543	$	6.07		3.98	$	6,497,413

A summary of the Company’s warrants for the year ended December 31, 2014 is as follows:

	Number of Warrants		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (in Years)		Aggregate Intrinsic Value
Outstanding at January 1, 2014		1,469,543	$	3.05		—	$	—
Granted		750,000		4.05		—		—
Canceled		—		—		—		—
Exercised		—		—		—		—
Expired/Forfeited		—		—		—		—
Outstanding at December 31, 2014		2,219,543	$	6.07		4.23	$	6,497,413
Exercisable at December 31, 2014		2,219,543	$	6.07		4.23	$	6,497,413

Schedule of Share-based Compensation, Restricted Stock and Restricted Stock Units Activity [Table Text Block]

A summary of the Company’s restricted stock for the Current Quarter is as follows:

	Number of Restricted Shares			Weighted Average Grant Date Fair Value
Outstanding at January 1, 2015		3,208,410		$	4.46
Granted		43,167			9.00
Canceled		—			—
Vested		(45,667	)		6.94
Expired/Forfeited		(5,375	)		6.23
Outstanding at March 31, 2015		3,200,535		$	4.48

A summary of the Company’s restricted stock for the year ended December 31, 2014 is as follows:

	Number of Restricted Shares			Weighted Average Grant Date Fair value
Outstanding at January 1, 2014		2,026,554		$	3.59
Granted		1,472,475			5.43
Canceled		—			—
Vested		(286,494	)		3.33
Expired/Forfeited		(4,125	)		4.30
Outstanding and expected to vest at December 31, 2014		3,208,410		$	4.46

Schedule of Common Stock Repurchased [Table Text Block]

The following table provides information with respect to purchases by the Company of restricted stock during the Current Year and Prior Year.

Date	Total Number of Shares Purchased^(a)		Actual Price Paid per Share		Number of Shares Purchased as Part of Publically Announced Plan		Fair value of Re-Purchased Shares
November 15, 2013		153,896	$	3.86		—	$	594,000
December 1, 2013		7,272		3.86		—		28,000
Total 2013		161,168	$	3.86		—	$	622,000
March 28, 2014		15,750	$	4.00		—	$	63,000
September 30, 2014		26,250		7.83		—		205,000
December 1, 2014		88,725		8.00		—		710,000
Total 2014		130,725	$	7.49		—	$	978,000

(a)

Warrant [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation, Performance Shares Award Unvested Activity [Table Text Block]

A summary of the changes in the Company’s unvested warrants for the year ended December 31, 2014 is as follows:

	Number of Warrants			Weighted Average Grant Date Fair Value
Unvested balance at January 1, 2014		12,500		$	0.10
Granted		750,000			0.82
Vested		(762,500	)		(0.80	)
Forfeited or Canceled		—			—
Unvested balance at December 31, 2014		—		$	—

Warrant [Member] | H Halston Brands [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block]

The warrants had a fair value of $611,000 using the Black-Scholes option pricing model with the following assumptions:

Expected Volatility	29	%
Expected Dividend Yield	0	%
Expected Life (Term)	2.5 years
Risk-Free Interest Rate	0.70	%

Employee Stock Option [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation, Performance Shares Award Unvested Activity [Table Text Block]

The following table summarizes the Company’s stock option activity for non-vested options for the Current Quarter:

	Number of Options		Weighted Average Grant Date Fair Value
Balance at January 1, 2015		95,000	$	1.43
Granted		—		—
Vested		—		—
Forfeited or Canceled		—		—
Balance at March 31, 2015		95,000	$	1.43

The following table summarizes the Company’s stock option activity for non-vested options for the year ended December 31, 2014:

	Number of Options			Weighted Average Grant Date Fair Value
Balance at January 1, 2014		38,625		$	0.99
Granted		145,000			1.05
Vested		(24,500	)		(0.99	)
Forfeited or Canceled		(64,125	)		(0.47	)
Balance at December 31, 2014		95,000		$	1.43

Two Thousand Thirteen Private Offering of Equity Securities [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block]

The fair value for the warrants was estimated to be $.12 for each warrant to purchase one share of Common Stock using the Black-Scholes option pricing model with the following assumptions:

Expected Volatility	22.5	%
Expected Dividend Yield	0	%
Expected Life Term	2.5
Risk-Free Interest Rate	0.39	%

Two Thousand Eleven Equity Incentive Plan [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value [Table Text Block]

The fair value for the options was estimated at the date of grant using the Black-Scholes option pricing model with the following assumptions:

	Year Ended December 31,
	2014		2013
Expected Volatility		24 – 29%		21 – 22%
Expected Dividend Yield		0%		0%
Expected Life (Term)		2.5 years		1 – 3 years
Risk-Free Interest Rate		0.58 – 0.70%		0.21 – 0.39%

Earnings Per Share (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2015

Dec. 31, 2014

Earnings Per Share [Abstract]

Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]

Shares used in calculating basic and diluted loss per share are as follows:

	Three Months Ended March 31,
	2015		2014
Basic		14,069,419		10,830,312
Effect of exercise of warrants		—		—
Effect of exercise of stock options		—		—
Diluted		14,069,419		10,830,312

Shares used in calculating basic and diluted net income (loss) per share are as follows:

	Year Ended December 31,
	2014		2013
Basic		11,698,880		9,193,101
Effect of exercise of warrants		971,873		582,273
Effect of exercise of stock options		145,921		16,119
Diluted		12,816,674		9,791,493

Schedule of Antidilutive Securities Excluded from Computation of Earnings Per Share [Table Text Block]

The computation of basic and diluted EPS excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:

	Three Months Ended March 31,
	2015		2014
Stock options and warrants		750,000		1,201,925

The computation of basic and diluted EPS excludes the Common Stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive:

	Year Ended December 31,
	2014		2013
Stock options and warrants		20,548		1,126,925

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2014

Commitments and Contingencies Disclosure [Abstract]

Schedule Of Future Minimum Lease Payments For Non Capital Leases [Table Text Block]

Year Ending December 31,	Lease Payments
2015	$	827,000
2016		809,000
2017		880,000
2018		906,000
2019		989,000
Thereafter		2,248,000
Total future noncancelable minimum lease payments	$	6,659,000

Schedule of Future Minimum Lease Payments for Capital Leases [Table Text Block]

The Company has contracts with certain executives and key employees. The future minimum payments under these contracts are:

Year Ending December 31,	Employment Contract Payments
2015	$	4,210,000
2016		3,950,000
Thereafter		3,242,000
Total future minimum employment contract payments	$	11,402,000

Income Tax (Tables)

12 Months Ended

Dec. 31, 2014

Income Tax Disclosure [Abstract]

Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]

The income tax provision (benefit) for Federal and state and local income taxes in the consolidated statements of operations consists of the following:

	Year Ended December 31,
	2014			2013
Current:
Federal	$	1,108,000		$	(101,000	)
State and local		333,000			(33,000	)
Total current		1,441,000			(134,000	)
Deferred:
Federal		(1,343,000	)		(1,102,000	)
State and local		(195,000	)		(86,000	)
Total deferred		(1,538,000	)		(1,188,000	)
Total benefit	$	(97,000	)	$	(1,322,000	)

Schedule of Income before Income Tax, Domestic and Foreign [Table Text Block]

The reconciliation of income tax computed at the Federal and state statutory rates to the Company’s income before taxes are as follows:

	Year Ended December 31,
	2014			2013
U.S. statutory federal rate		34.00	%		34.00	%
State and local rate, net of federal tax		(81.71	)		(23.02	)
Gain on reduction of contingent obligation		385.97			(444.51	)
Excess compensation deduction		(100.46	)		39.98
Deferred tax adjustment		0.00			34.27
Foreign tax credits		99.26			0.00
Life insurance		(101.67	)		0.86
Other permanent differences		(51.87	)		(2.78	)
Income tax benefit		183.52	%		(361.20	)%

Schedule of Deferred Tax Assets and Liabilities [Table Text Block]

The significant components of net deferred tax liabilities of the Company consist of the following:

	December 31,
	2014			2013
Deferred tax assets
Property and equipment	$	204,000		$	117,000
Stock-based compensation		4,625,000			2,738,000
Accrued compensation and other accrued expenses		548,000			280,000
Allowance for doubtful accounts		17,000			16,000
Royalty advances		68,000			156,000
Other		—			18,000
Total deferred tax assets	$	5,462,000		$	3,325,000
Deferred tax liabilities
Basis difference arising from discounted note payable		(648,000	)		(339,000	)
Basis difference arising from intangible assets of acquisition		(12,263,000	)		(11,974,000	)
Total deferred tax liabilities		(12,911,000	)		(12,313,000	)
Net deferred tax liabilities	$	(7,449,000	)	$	(8,988,000	)

	December 31,
		2014			2013
Net current deferred tax asset		$	633,000		$	49,000
Net non-current deferred tax liabilities			(8,082,000	)		(9,037,000	)
Net deferred tax liabilities		$	(7,449,000	)	$	(8,988,000	)

Discontinued Operations (Tables)

3 Months Ended

12 Months Ended

Mar. 31, 2015

Dec. 31, 2014

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Disposal Groups, Including Discontinued Operations, Income Statement, Balance Sheet and Additional Disclosures [Table Text Block]

Results of discontinued operations:

	March 31,
	2015			2014
Net sales	$	106,000		$	26,000
Cost of sales		(120,000	)		(33,000	)
Operating expenses		(175,000	)		(191,000	)
Depreciation and amortization		—			(11,000	)
Loss from disposal of discontinued operations		(164,000	)		—
Income tax benefit		140,000			78,000
Loss from discontinued operations, net	$	(213,000	)	$	(131,000	)
Loss per share from discontinued operations, net:
Basic and Diluted	$	(0.01	)	$	(0.01	)
Weighted average shares outstanding:
Basic and Diluted		14,069,419			10,830,312

Assets and liabilities of discontinued operations:

	March 31, 2015		December 31, 2014
Inventory	$	141,000	$	214,000
Prepaid expenses and other current assets		58,000		63,000
Deferred tax asset		226,000		226,000
Total current assets	$	425,000	$	503,000
Property and equipment, net	$	—	$	112,000
Other long-term assets		—		11,000
Total long-term assets	$	—	$	123,000
Accounts payable and accrued expenses	$	180,000	$	157,000
Other current liabilities		81,000		61,000
Total liabilities	$	261,000	$	218,000

Results of discontinued operations:

	December 31,
	2014			2013
Net sales	$	560,000		$	203,000
Cost of sales		(470,000	)		(93,000	)
Operating expenses		(1,046,000	)		(326,000	)
Depreciation and amortization		(85,000	)		(20,000	)
Loss from disposal of discontinued operations		(739,000	)		—
Income tax benefit		704,000			80,000
Loss from discontinued operations, net	$	(1,076,000	)	$	(156,000	)
Loss per share from discontinued operations, net:
Basic	$	(0.09	)	$	(0.02	)
Diluted	$	(0.08	)	$	(0.02	)
Weighted average shares outstanding:
Basic		11,698,880			9,193,101
Diluted		12,816,674			9,791,493

Assets and liabilities of discontinued operations:

	December 31,
	2014		2013
Inventory	$	214,000	$	70,000
Prepaid expenses and other current assets		63,000		33,000
Deferred tax asset		226,000		70,000
Total current assets	$	503,000	$	173,000
Property and equipment, net	$	112,000	$	174,000
Other long-term assets		11,000		10,000
Total long-term assets	$	123,000	$	184,000
Accounts payable and accrued expenses	$	157,000	$	51,000
Other current liabilities		61,000		—
Total liabilities	$	218,000	$	51,000

Tabular disclosure of disposal groups, which may include the gain (loss) recognized in the income statement and the income statement caption that includes that gain (loss), amounts of revenues and pretax profit or loss reported in discontinued operations, the classification and carrying value of the assets and liabilities comprising the disposal group, and the segment in which the disposal group was reported. Also may include the amount of adjustments to amounts previously reported in discontinued operations such as resolution of contingencies arising from the disposal transaction or the operations of the component prior to disposal.

+ References + Details

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Balance at beginning of year	$ 6,366,000	$ 11,466,000
Gain on reduction of contingent obligations	(600,000)	(5,100,000)
Balance at end of year	$ 5,766,000	$ 6,366,000

Summary of Significant Accounting Policies (Details Textual) - USD ($)	12 Months Ended
	Dec. 31, 2014	Dec. 31, 2013	Mar. 31, 2015
Summary Of Significant Accounting Policies [Line Items]
Accounts receivable, net	$ 3,641,000	$ 3,541,000	$ 4,883,000
Allowance for Doubtful Accounts Receivable	41,000	39,000
Gain Loss On Reduction of Contingent Obligations	600,000	5,122,000
Accrued Fees and Other Revenue Receivable	$ 110,000	$ 174,000
Minimum [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Estimated Useful Lives (in years)	3 years
Finite-Lived Intangible Asset, Useful Life	4 years
Maximum [Member]
Summary Of Significant Accounting Policies [Line Items]
Property, Plant and Equipment, Estimated Useful Lives (in years)	7 years
Finite-Lived Intangible Asset, Useful Life	10 years

Acquisition of H Halston Trademarks (Details) - H Halston brands [Member]	12 Months Ended
	Dec. 31, 2014 USD ($)
Total acquisition price	$ 28,124,000
Non-compete agreement [Member]
Total acquisition price	562,000
Trademarks [Member]
Total acquisition price	$ 27,562,000

Acquisition of H Halston Trademarks (Details 1) - H Halston Trademarks [Member]	12 Months Ended
	Dec. 31, 2014 USD ($)
Cash paid	$ 18,023,000
Direct transaction expenses	490,000
Total acquisition price	28,124,000
Common Stock [Member]
Fair value	9,000,000
Warrant [Member]
Fair value	$ 611,000

Acquisition of H Halston Trademarks (Details Textual)	12 Months Ended
Acquisition of H Halston Trademarks (Details Textual)	Dec. 31, 2014 USD ($) $ / shares shares
H Halston Trademark [Member]
Payments to Acquire Intangible Assets	$ 18,023,090
Class of Warrant or Right, Exercise Price of Warrants or Rights \| $ / shares	$ 12.00
Assets Acquisition Purchase Price Allocation	$ 28,124,000
Assets Acquisition Direct Transaction Expenses	490,000
H Term Loan [Member]
Secured Debt	$ 10,000,000
Debt Instrument, Term	5 years
H Term Loan [Member] \| H Halston Trademark [Member]
Secured Debt	$ 10,000,000
Licensing Agreements [Member] \| H Halston Trademark [Member]
Royalties Future Minimum Payment Year One	600,000
Royalties Future Minimum Payment Year Two	600,000
Royalties Future Minimum Payment Year Three	600,000
Royalties Future Minimum Payment Year Four	600,000
Royalties Future Minimum Payment Year Five	600,000
Royalties Future Minimum Payment Year Six	600,000
Royalties Future Minimum Payment Year Seven	600,000
Royalties Future Minimum Payment Year Eight	600,000
Royalties Future Minimum Payment Year Nine	600,000
Royalties Future Minimum Payment Year Nine After	$ 1,200,000
Trademark License Agreement Termination Description	In the event HIP exercises the early termination right, H Licensing shall pay HIP a participation fee for each of the three following years in an amount not to exceed $4,000,000 ($5,000,000 if H Licensing distributes, or otherwise enters into any agreements for the distribution of, products being the H Halston trademark in China).
Trademark License Agreement Expiration Date	Dec. 31, 2019
Share-based Compensation Arrangement by Share-based Payment Award, Per Share Weighted Average Price of Shares Purchased \| $ / shares	$ 8.00
Noncompete Agreements [Member] \| H Halston Trademark [Member]
Assets Acquisition Purchase Price Allocation	$ 562,000
Acquired Finite-lived Intangible Assets, Weighted Average Useful Life	7 years
Common Stock [Member] \| H Halston Trademark [Member]
Stock Issued During Period, Shares, Purchase of Assets \| shares	1,000,000
Warrant [Member] \| H Halston Trademark [Member]
Stock Issued During Period, Shares, Purchase of Assets \| shares	750,000

Acquisition of Judith Ripka Trademarks (Details) - Judith Ripka Trademarks [Member]	12 Months Ended
	Dec. 31, 2014 USD ($)
Assets Acquisition [Line Items]
Cash paid	$ 11,975,000
Ripka Seller Notes (at fair value, see Note 7)	4,165,000
Fair value of Common Stock issued (571,429 shares)	2,286,000
Ripka Earn-Out obligation (at fair value, see Note 7)	3,784,000
Direct transaction expenses	390,000
Total consideration	24,790,000
Total acquisition price	24,790,000
Installment One [Member]
Assets Acquisition [Line Items]
Asset Acquisition Installment Payment	1,000,000
Installment Two [Member]
Assets Acquisition [Line Items]
Asset Acquisition Installment Payment	1,190,000
Copyrights and other intellectual property [Member]
Assets Acquisition [Line Items]
Total acquisition price	190,000
Trademarks [Member]
Assets Acquisition [Line Items]
Total acquisition price	$ 24,600,000

Acquisition of Judith Ripka Trademarks (Details Textual) - USD ($)		1 Months Ended			3 Months Ended		12 Months Ended
	Apr. 03, 2014	Apr. 01, 2015	Oct. 01, 2014	Apr. 02, 2014	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014	Dec. 31, 2013
Assets Acquisition [Line Items]
Payments to Acquire Productive Assets					$ 14,000	$ 0	$ 30,878,000	$ 0
Proceeds from Issuance of Long-term Debt, Total							19,000,000	$ 13,000,000
Installment One [Member] \| Scenario, Forecast [Member]
Assets Acquisition [Line Items]
Payments to Acquire Productive Assets			$ 1,000,000
Installment Two [Member] \| Scenario, Forecast [Member]
Assets Acquisition [Line Items]
Payments to Acquire Productive Assets		$ 1,200,000
Judith Ripka Trademarks [Member]
Assets Acquisition [Line Items]
Payments to Acquire Productive Assets	$ 12,000,000
Stock Issued During Period, Shares, Purchase of Assets	571,429
Class of Warrant or Right, Exercise Price of Warrants or Rights	$ 001
Assets Acquisition Purchase Price Allocation							24,790,000
Maximum Earn-Outs Payable							$ 5,000,000
Debt Instrument, Maturity Date, Description							five year term
Assets Acquisition Direct Transaction Expenses							$ 390,000
Judith Ripka Trademarks [Member] \| Chief Design Officer [Member]
Assets Acquisition [Line Items]
Base Salary				$ 750,000
Non Accountable Expenses				114,000
Payments for Rent, Monthly				$ 1,000
Annual Cash Bonus Percentage							10.00%
Royalty Revenue, Total							$ 6,000,000
Judith Ripka Trademarks [Member] \| Installment One [Member]
Assets Acquisition [Line Items]
Proceeds from Issuance of Long-term Debt, Total							900,000
Judith Ripka Trademarks [Member] \| Installment Two [Member]
Assets Acquisition [Line Items]
Proceeds from Issuance of Long-term Debt, Total							1,300,000
Ripka Seller Notes [Member]
Assets Acquisition [Line Items]
Debt Instrument, Face Amount	$ 6,000,000
Royalty Revenue, Total							$ 6,000,000
Parent Company [Member] \| Judith Ripka Trademarks [Member]
Assets Acquisition [Line Items]
Percentage of Common Stock Issued and Outstanding	0.00%

Trademarks, Goodwill and Other Intangibles (Details) - USD ($)	Mar. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Finite-Lived Intangible Assets [Line Items]
Trademarks	$ 96,676,000	$ 96,662,000	$ 44,500,000
Licensing agreements	2,000,000	2,000,000	2,000,000
Non-compete agreement	562,000	562,000	0
Copyrights and other intellectual property	190,000	190,000	0
Accumulated amortization	(1,892,000)	(1,735,000)	(1,192,000)
Net carrying amount	$ 97,536,000	$ 97,679,000	$ 45,308,000

Trademarks, Goodwill and Other Intangibles (Details 1)	Dec. 31, 2014 USD ($)
Finite Lived Intangible Assets Future Amortization Expense [Line Items]
2015	$ 378,000
2016	99,000
2017	99,000
2018	99,000
2019	99,000
Thereafter	243,000
Total	$ 1,017,000

Trademarks, Goodwill and Other Intangibles (Details Textual) - USD ($)	3 Months Ended		12 Months Ended
	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014	Dec. 31, 2013
Research and Development Assets Acquired Other than Through Business Combination [Line Items]
Amortization of Intangible Assets	$ 157,000	$ 132,000	$ 543,000	$ 527,000
Goodwill	$ 12,371,000		$ 12,371,000	$ 12,371,000

Significant Contracts (Details Textual) - USD ($)	3 Months Ended		12 Months Ended
Significant Contracts (Details Textual) - USD ($)	Mar. 31, 2015	Mar. 31, 2014	Dec. 31, 2014	Dec. 31, 2013
Royalty Agreement With QVC [Member]
Business Acquisition [Line Items]
Royalty Revenue	$ 5,150,000	$ 2,290,000	$ 14,980,000	$ 8,130,000
Revenue from Royalty, Percentage	79.00%	65.00%	72.00%	62.00%
Accounts Receivable, Gross	$ 3,580,000		$ 2,360,000	$ 2,060,000
Accounts Receivables, Percentage	73.00%		65.00%	58.00%
Accrued Fees and Other Revenue Receivable	$ 500,000			$ 152,000
Royalty Agreement With LCNY [Member]
Business Acquisition [Line Items]
Royalty Revenue			$ 1,450,000	$ 1,560,000
Revenue from Royalty, Percentage			7.00%	12.00%
Accounts Receivable, Gross			$ 190,000	$ 610,000
Accounts Receivables, Percentage			5.00%	18.00%

Debt (Details) - USD ($)

Mar. 31, 2015

Dec. 31, 2014

Dec. 31, 2013

$ 48,425,000

$ 51,064,000

$ 24,726,000

Current portion

12,381,000

^[1]

11,416,000

^[2]

565,000

^[2]

Total long term debt

36,044,000

39,648,000

24,161,000

IM Term Loan [Member]

Contingent obligation - due to seller

Term Note

12,500,000

12,750,000

13,000,000

Seller Note

4,692,000

5,366,000

5,045,000

5,766,000

^[1]

5,766,000

^[2]

6,681,000

^[2]

12,500,000

12,750,000

JR Term Loan [Member]

Contingent obligation - due to seller

Term Note

9,000,000

Seller Note

2,683,000

^[1]

4,398,000

^[1]

3,784,000

9,000,000

H Term Loan [Member]

Term Note

10,000,000

$ 0

January 31, 2015 [Member]

$ 10,000,000

[1]

[2]

$5.766 million of the current portion of long-term debt is the contingent obligation - IM Seller, that is payable in common stock or cash, at the Company’s option.

Debt (Details 1) - USD ($)	Mar. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Debt Instrument [Line Items]
Total	$ 48,425,000	$ 51,064,000	$ 24,726,000
IM Term Loan [Member]
Debt Instrument [Line Items]
2015	1,125,000	1,375,000
2016	2,625,000	2,625,000
2017	3,125,000	3,125,000
2018	5,625,000	5,625,000
Total	12,500,000	12,750,000
JR Term Loan [Member]
Debt Instrument [Line Items]
2015	1,125,000	1,125,000
2016	2,250,000	2,250,000
2017	2,875,000	2,875,000
2018	2,250,000	2,250,000
2019	500,000	500,000
Total	9,000,000	9,000,000
H Term Loan [Member]
Debt Instrument [Line Items]
2015		0
2016	1,500,000	1,500,000
2017	2,500,000	2,500,000
2018	3,000,000	3,000,000
2019	3,000,000	3,000,000
Total	$ 10,000,000	$ 10,000,000

Debt (Details 2) - USD ($)

Mar. 31, 2015

Dec. 31, 2014

Debt Instrument, Payment Amount

^[1]

$ 750,000

Debt Instrument, Amount Payable in Cash

^[1]

750,000

Debt Instrument, Amount Payable in Cash with Restrictions

^[1],[2]

$ 0

Debt Instrument, Amount Payable in Stock

^[1],[3]

January 31, 2016 [Member]

Debt Instrument, Payment Amount

$ 750,000

^[4]

$ 750,000

Debt Instrument, Amount Payable in Cash

Debt Instrument, Amount Payable in Cash with Restrictions

^[2]

$ 750,000

Debt Instrument, Amount Payable in Stock

^[3]

September 30, 2016 [Member]

Debt Instrument, Payment Amount

$ 4,377,432

^[5]

$ 4,377,432

Debt Instrument, Amount Payable in Cash

Debt Instrument, Amount Payable in Cash with Restrictions

^[2]

$ 0

Debt Instrument, Amount Payable in Stock

^[3]

4,377,432

[1]	Paid prior to January 31, 2015.
[2]	Amounts payable in cash with restrictions are subject to BHI approving the cash payment. If BHI does not approve the cash payment, the amount shall be payable in shares of Common Stock subject to the provisions described above.
[3]	This includes the last payment on the Amended Maturity Date and may include amounts payable in cash with restrictions whereby BHI provides approval and the amount would be paid with the Company’s Common Stock. Amounts payable with the Company’s Common Stock shall be subject to the provisions described above.
[4]	Payable in cash subject to BHI approving the cash payment. If BHI does not approve the cash payment, the amount shall be payable in shares of Common Stock subject to the provisions described above.
[5]	Payable in stock or cash at the Company’s sole discretion. Amounts paid in cash require BHI’s approval. Amounts payable in shares of Common Stock are subject to the provisions described above.

Debt (Details 3) - USD ($)	3 Months Ended	12 Months Ended
Debt (Details 3) - USD ($)	Mar. 31, 2015	Dec. 31, 2014
First Royalty Target Period [Member]
Debt Instrument [Line Items]
ROYALTY TARGET	$ 24,000,000
EARN-OUT VALUE	$ 7,500,000
Fourth Royalty Target Period [Member]
Debt Instrument [Line Items]
ROYALTY TARGET		$ 24,000,000
EARN-OUT VALUE		$ 7,500,000
Applicable Less than 76% [Member] \| First Royalty Target Period [Member]
Debt Instrument [Line Items]
% OF EARN-OUT VALUE EARNED		0.00%
Applicable Less than 76% [Member] \| Fourth Royalty Target Period [Member]
Debt Instrument [Line Items]
% OF EARN-OUT VALUE EARNED	0.00%
Applicable 76% up to 80% [Member] \| First Royalty Target Period [Member]
Debt Instrument [Line Items]
% OF EARN-OUT VALUE EARNED		40.00%
Applicable 76% up to 80% [Member] \| Fourth Royalty Target Period [Member]
Debt Instrument [Line Items]
% OF EARN-OUT VALUE EARNED	40.00%
Applicable 80% up to 90% [Member] \| First Royalty Target Period [Member]
Debt Instrument [Line Items]
% OF EARN-OUT VALUE EARNED		70.00%
Applicable 80% up to 90% [Member] \| Fourth Royalty Target Period [Member]
Debt Instrument [Line Items]
% OF EARN-OUT VALUE EARNED	70.00%
Applicable 90% up to 95% [Member] \| First Royalty Target Period [Member]
Debt Instrument [Line Items]
% OF EARN-OUT VALUE EARNED		80.00%
Applicable 90% up to 95% [Member] \| Fourth Royalty Target Period [Member]
Debt Instrument [Line Items]
% OF EARN-OUT VALUE EARNED	80.00%
Applicable 95% up to 100% [Member] \| First Royalty Target Period [Member]
Debt Instrument [Line Items]
% OF EARN-OUT VALUE EARNED		90.00%
Applicable 95% up to 100% [Member] \| Fourth Royalty Target Period [Member]
Debt Instrument [Line Items]
% OF EARN-OUT VALUE EARNED	90.00%
Applicable 100% or Greater [Member] \| First Royalty Target Period [Member]
Debt Instrument [Line Items]
% OF EARN-OUT VALUE EARNED		100.00%
Applicable 100% or Greater [Member] \| Fourth Royalty Target Period [Member]
Debt Instrument [Line Items]
% OF EARN-OUT VALUE EARNED	100.00%

Debt (Details Textual)

1 Months Ended

3 Months Ended

12 Months Ended

Apr. 03, 2014

USD ($)

$ / shares

Aug. 01, 2013

USD ($)

Feb. 20, 2015

USD ($)

Dec. 22, 2014

USD ($)

Apr. 03, 2014

USD ($)

$ / shares

Aug. 01, 2013

USD ($)

Sep. 29, 2011

USD ($)

$ / shares

Mar. 31, 2015

USD ($)

$ / shares

Mar. 31, 2014

USD ($)

Dec. 31, 2017

USD ($)

Dec. 31, 2016

USD ($)

Dec. 31, 2015

USD ($)

Dec. 31, 2014

USD ($)

$ / shares

Dec. 31, 2013

USD ($)

$ 19,000,000

$ 13,000,000

Gains (Losses) on Extinguishment of Debt

$ (611,000)

$ 0

(1,351,000)

Interest Expense, Debt

312,000

144,000

834,000

882,000

Gain on Reduction of Contingent Obligations

600,000

Restructure Of Seller Note

337,000

Repayments of Long-term Debt, Total

48,425,000

51,064,000

24,726,000

$ 1,000,000

$ 250,000

13,500,000

IM Term Loan [Member]

Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate

4.44%

$ 13,000,000

Debt Instrument, Maturity Date, Description

five year term loan

Initial Outstanding Value of Long-term Debt or Borrowing

$ 5,770,000

Maximum Capital Expenditures of Guarantor and its Subsidiaries

4,692,000

$ 5,366,000

5,045,000

$ 1,300,000

Minimum Fixed Charge Ratio, Start Range

1.20

Minimum Fixed Charge Ratio, End Range

1.00

Minimum Liquidity Covenants

$ 4,500,000

Minimum Net Worth Required for Compliance

40,000,000

Minimum Earnings Before Interest Taxes Depreciation And Amortization

5,500,000

Interest Expense, Long-term Debt

312,000

144,000

576,000

241,000

IM Term Loan [Member] | Scenario, Forecast [Member]

$ 12,500,000

$ 12,750,000

Maximum Capital Expenditures of Guarantor and its Subsidiaries

$ 500,000

Minimum Earnings Before Interest Taxes Depreciation And Amortization

$ 17,000,000

15,500,000

7,500,000

JR Term Loan [Member]

$ 9,000,000

Debt Instrument, Maturity Date, Description

JR Licensing shall prepay the outstanding amount of the JR Term Loan from excess cash flow (the JR Cash Flow Recapture) for each fiscal year commencing with the year ending December 31, 2015 in arrears in an amount equal to fifty percent (50%) of such JR Cash Flow Recapture.

five year term loan

Maximum Capital Expenditures of Guarantor and its Subsidiaries

$ 2,683,000

^[1]

$ 4,398,000

^[1]

$ 1,300,000

Minimum Fixed Charge Ratio, Start Range

1.20

Minimum Fixed Charge Ratio, End Range

1.00

Minimum Liquidity Covenants

$ 4,500,000

Minimum Net Worth Required for Compliance

40,000,000

Minimum Earnings Before Interest Taxes Depreciation And Amortization

5,500,000

Interest Expense, Long-term Debt

$ 249,000

Debt Instrument, Description of Variable Rate Basis

LIBOR plus 3.5% or Prime plus 0.50%

JR Term Loan [Member] | Scenario, Forecast [Member]

$ 9,000,000

Maximum Capital Expenditures of Guarantor and its Subsidiaries

500,000

Minimum Earnings Before Interest Taxes Depreciation And Amortization

17,000,000

15,500,000

7,500,000

H Term Loan [Member]

$ 10,000,000

Debt Instrument, Maturity Date, Description

five year term loan

Maximum Capital Expenditures of Guarantor and its Subsidiaries

$ 1,300,000

Minimum Fixed Charge Ratio, Start Range

1.20

Minimum Fixed Charge Ratio, End Range

1.00

Minimum Liquidity Covenants

$ 4,500,000

Minimum Net Worth Required for Compliance

40,000,000

Minimum Earnings Before Interest Taxes Depreciation And Amortization

5,500,000

Interest Expense, Long-term Debt

9,000

Secured Debt

$ 10,000,000

Debt Instrument, Description of Variable Rate Basis

LIBOR plus 3.50% or Prime rate plus 0.50%

LIBOR plus 3.50% or Prime rate plus .50%

H Term Loan [Member] | Scenario, Forecast [Member]

$ 10,000,000

Maximum Capital Expenditures of Guarantor and its Subsidiaries

500,000

Minimum Earnings Before Interest Taxes Depreciation And Amortization

17,000,000

15,500,000

7,500,000

Ripka Seller Notes [Member]

Long-term Debt, Percentage Bearing Fixed Interest, Percentage Rate

7.33%

Gains (Losses) on Extinguishment of Debt

611,000

Debt Instrument, Face Amount

$ 6,000,000

Debt Instrument, Unamortized Discount

$ 1,835,000

Imputed Annual Interest Rate

7.33%

Initial Outstanding Value of Long-term Debt or Borrowing

$ 4,165,000

Floor Price Per Share for Conversion of Debt | $ / shares

2,683,000

4,398,000

Interest Expense, Debt

79,000

233,000

$ 7.00

Repayments of Long-term Debt, Total

$ 3,000,000

Debt Conversion, Converted Instrument, Shares Issued | shares

266,667

Debt Conversion, Original Debt, Amount

2,400,000

Debt Instrument, Periodic Payment

$ 75,000

Prepayment Of Long Term Debt Fair Value

$ 1,790,000

IM Brands [Member]

Minimum Earnings Before Interest Taxes Depreciation And Amortization

6,000,000

IM Brands [Member] | Scenario, Forecast [Member]

Minimum Earnings Before Interest Taxes Depreciation And Amortization

12,500,000

11,000,000

9,000,000

JR Licensing [Member]

Minimum Earnings Before Interest Taxes Depreciation And Amortization

3,000,000

JR Licensing [Member] | Scenario, Forecast [Member]

Minimum Earnings Before Interest Taxes Depreciation And Amortization

5,000,000

4,000,000

H Licensing [Member] | Scenario, Forecast [Member]

Minimum Earnings Before Interest Taxes Depreciation And Amortization

Royalty Revenue, Total

6,000,000

$ 5,000,000

$ 4,500,000

$ 500,000

Ms. Ripka Seller Note One [Member]

Ms. Ripka Seller Note Two [Member]

2,400,000

IM Ready Made LLC [Member]

$ 600,000

Repayment Of Contingent Obligation

315,000

IM Ready Made LLC [Member] | QVC Earn-Out [Member]

Earn-Out Obligation [Member]

Earn Out Payments

$ 2,760,000

Exercise Price of Common Stock | $ / shares

$ 4.50

Royalty Earn Out Value

$ 7,500,000

Gain on Reduction of Contingent Obligations

3,000,000

300,000

3,000,000

3,600,000

QVC Inc [Member]

Business Acquisitions, Net Royalty Income

2,760,000

2,500,000

Royalty Revenue, Total

2,500,000

Ripka Earn-Out [Member]

Royalty Earn Out Value

5,000,000

Earn Out Payments

9,550,000

9,600,000

$ 6,700,000

Royalty Revenue, Total

1,000,000

Floor Price Per Share for Conversion of Debt | $ / shares

$ 3,780,000

$ 3,800,000

$ 7.00

IM Seller Notes [Member]

Debt Instrument, Face Amount

$ 7,377,000

Stated Interest Rate on Note Payable

0.25%

Subordinated Borrowing, Interest Rate

9.25%

6.44%

Debt Instrument, Unamortized Discount

$ 1,740,000

Unamortization of Debt Discount (Premium)

$ 76,000

79,000

$ 321,000

$ 576,000

Imputed Annual Interest Rate

9.00%

Initial Outstanding Value of Long-term Debt or Borrowing

$ 5,637,000

Initial Prepaid Interest

$ 123,000

Exercise Price of Common Stock | $ / shares

4,692,000

5,366,000

5,045,000

$ 4.50

Interest Expense, Debt

$ 81,000

$ 83,000

$ 342,000

617,000

Restructure Of Seller Note

$ 337,000

[1]

Stockholders' Equity (Details)		12 Months Ended
Stockholders' Equity (Details)	Jun. 05, 2013	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected Volatility	22.20%	22.50%
Expected Dividend Yield		0.00%
Expected Life (Term)	2 years 6 months	2 years 6 months
Risk-Free Interest Rate	0.39%	0.39%
Equity Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected Volatility Rate, Minimum		24.00%	21.00%
Expected Volatility Rate, Maximum		29.00%	22.00%
Expected Dividend Yield		0.00%	0.00%
Expected Life (Term)		2 years 6 months
Risk-Free Interest Rate, Minimum		0.58%	0.21%
Risk-Free Interest Rate, Maximum		0.70%	0.39%
Warrant [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected Volatility		29.00%
Expected Dividend Yield		0.00%
Expected Life (Term)		2 years 6 months
Risk-Free Interest Rate		0.70%
Minimum [Member] \| Equity Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected Life (Term)			1 year
Maximum [Member] \| Equity Option [Member]
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected Life (Term)			3 years

Stockholders' Equity (Details 1) - USD ($)	3 Months Ended	12 Months Ended
Stockholders' Equity (Details 1) - USD ($)	Mar. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Options, Outstanding, Beginning Balance	404,000	343,125
Options, Granted	0	145,000
Options, Canceled	0	0
Options, Exercised	0	(19,000)
Options, Expired/Forfeited	(1,250)	(65,125)
Options, Outstanding, Ending Balance	402,750	404,000	343,125
Options, Exercisable	307,750	309,000
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 6.67	$ 4.55
Weighted Average Exercise Price, Granted	0	6.67
Weighted Average Exercise Price Canceled	0	0
Weighted Average Exercise Price, Exercised	0	3.58
Weighted Average Exercise Price, Expired/Forfeited	(4.00)	4.55
Weighted Average Exercise Price, Outstanding, Ending Balance	5.36	6.67	$ 4.55
Weighted Average Exercise Price, Exercisable	$ 4.69	$ 4.70
Weighted Average Remaining Contractual Life (in years)	2 years 7 months 20 days	2 years 10 months 20 days	3 years 7 months 6 days
Exercisable Weighted Average Remaining Contractual Life (in years)	2 years 1 month 6 days	2 years 4 months 10 days
Aggregate Intrinsic Value, Outstanding	$ 1,465,000	$ 1,472,000
Exercisable, Aggregate Intrinsic Value	$ 1,327,000	$ 1,334,000

Stockholders' Equity (Details 2) - $ / shares	3 Months Ended	12 Months Ended
Stockholders' Equity (Details 2) - $ / shares	Mar. 31, 2015	Dec. 31, 2014
Number of Options
Options, Granted	0	145,000
Employee Stock Option [Member]
Number of Options
Beginning Balance	95,000	38,625
Options, Granted	0	145,000
Options, Vested	0	(24,500)
Options, Forfeited or Canceled	0	(64,125)
Ending Balance	95,000	95,000
Weighted Average Grant Date Fair Value
Weighted Average Grant Date Fair Value, Beginning Balance	$ 1.43	$ 0.99
Weighted Average Grant Date Fair Value, Granted	0	1.05
Weighted Average Grant Date Fair Value, Vested	0	(0.99)
Weighted Average Grant Date Fair Value, Forfeited or Canceled	0	(0.47)
Weighted Average Grant Date Fair Value, Ending Balance	$ 1.43	$ 1.43

Stockholders' Equity (Details 3) - Warrant [Member] - USD ($)	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014	Dec. 31, 2013
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants, Outstanding, Beginning Balance	2,219,543	1,469,543
Warrants, Granted	0	750,000
Warrants, Canceled	0	0
Warrants, Exercised	0	0
Warrants, Expired/Forfeited	0	0
Warrants, Outstanding, Ending Balance	2,219,543	2,219,543	1,469,543
Warrants, Exercisable	2,219,543	2,219,543
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 6.07	$ 3.05
Weighted Average Exercise Price, Granted	0	4.05
Weighted Average Exercise Price, Canceled	0	0
Weighted Average Exercise Price, Exercised	0	0
Weighted Average Exercise Price, Expired/Forfeited	0	0
Weighted Average Exercise Price, Outstanding, Ending Balance	6.07	6.07	$ 3.05
Weighted Average Exercise Price, Exercisable	$ 6.07	$ 6.07
Weighted Average Remaining Contractual Life (in Years)	3 years 11 months 23 days	4 years 2 months 23 days	0 years
Weighted Average Remaining Contractual Life (in Years), Exercisable	3 years 11 months 23 days	4 years 2 months 23 days
Aggregate Intrinsic Value, Outstanding	$ 6,497,413	$ 6,497,413
Aggregate Intrinsic Value, Exercisable	$ 6,497,413	$ 6,497,413

Stockholders' Equity (Details 4) - Warrant [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Warrants, Unvested balance at January 1, 2014	0	12,500
Warrants, Granted	0	750,000
Warrants, Vested		(762,500)
Warrants, Forfeited or Canceled	0	0
Warrants, Unvested balance at December 31, 2014		0
Weighted Average Grant Date Fair Value, Unvested balance at January 1, 2014	$ 0	$ 0.10
Weighted Average Grant Date Fair Value, Granted		0.82
Weighted Average Grant Date Fair Value, Vested		(0.80)
Weighted Average Grant Date Fair Value, Forfeited or Canceled		0
Weighted Average Grant Date Fair Value, Unvested balance at December 31, 2014		$ 0

Stockholders' Equity (Details 5) - Restricted Stock [Member] - $ / shares	3 Months Ended	12 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Restricted Shares, Outstanding, Beginning Balance	3,208,410	2,026,554
Restricted Shares, Granted	43,167	1,472,475
Restricted Shares, Canceled	0	0
Restricted Shares, Vested	(45,667)	(286,494)
Restricted Shares, Expired/Forfeited	(5,375)	(4,125)
Restricted Shares, Outstanding, Ending Balance	3,200,535	3,208,410
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 4.46	$ 3.59
Weighted Average Grant Date Fair Value, Granted	9.00	5.43
Weighted Average Grant Date Fair Value, Canceled	0	0
Weighted Average Grant Date Fair Value, Vested	6.94	3.33
Weighted Average Grant Date Fair Value, Expired/Forfeited	6.23	4.3
Weighted Average Exercise Price, Outstanding, Ending Balance	$ 4.48	$ 4.46

Stockholders' Equity (Details 6) - Restricted Stock [Member] - USD ($)

1 Months Ended

12 Months Ended

Dec. 31, 2014

Sep. 30, 2014

Mar. 28, 2014

Dec. 31, 2013

Nov. 15, 2013

Dec. 31, 2014

Dec. 31, 2013

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Total Number of Shares Purchased

^[1]

88,725

26,250

15,750

7,272

153,896

130,725

161,168

Actual Price Paid per Share (in dollars per share)

$ 8.00

$ 7.83

$ 4.00

$ 3.86

$ 7.49

$ 3.86

Number of Shares Purchased as Part of Publically Announced Plan

Fair value of re-purchased shares

$ 710,000

$ 205,000

$ 63,000

$ 28,000

$ 594,000

$ 978,000

$ 622,000

[1]

Stockholders' Equity (Details Textual) - USD ($)

1 Months Ended

3 Months Ended

12 Months Ended

Jan. 06, 2015

Jul. 15, 2014

May 15, 2014

Oct. 04, 2013

Jun. 05, 2013

May 01, 2013

Apr. 01, 2013

Dec. 31, 2014

Dec. 22, 2014

Oct. 01, 2014

Sep. 30, 2014

Jul. 31, 2014

Apr. 30, 2014

Mar. 28, 2014

Jan. 31, 2014

Dec. 31, 2013

Nov. 15, 2013

Mar. 31, 2015

Mar. 31, 2014

Dec. 31, 2014

Dec. 31, 2013

Nov. 06, 2014

Oct. 04, 2014

Dec. 31, 2011

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Common Stock, Shares, Issued

14,011,896

10,005,510

14,316,355

14,011,896

10,005,510

Proceeds from Issuance of Common Stock

$ 6,000

$ 0

Common Stock, Capital Shares Reserved for Future Issuance

$ 1,000

$ 1,500

Term Of Warrants

5 years

6,317,377

Share-based Compensation Arrangement by Share-based Payment Award, Discount from Market Price, Offering Date

10.00%

Shares Issued, Price Per Share

$ 3.86

Sale of Stock, Price Per Share

3.499

Exercise Price of Warrants

12.00

Common Stock, Par or Stated Value Per Share

$ 0.001

Share-based Compensation Arrangement by Share-based Payment Award, Options, Expirations in Period

2,500

Stock Issued During Period, Value, New Issues

$ 9,294,000

$ 5,000,000

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate

22.20%

22.50%

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate

0.39%

Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Term

2 years 6 months

Class of Warrant or Right, Number of Securities Called by Warrants or Rights

750,000

Warrants and Rights Outstanding

$ 611,000

Common Stock, Shares Authorized

35,000,000

25,000,000

35,000,000

25,000,000

Preferred Stock, Shares Authorized

1,000,000

Capital Stock, Authorized

36,000,000

26,000,000

36,000,000

Fair Value Adjustment of Warrants

$ 38,000

Equity Option [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Term

$ 17,000

$ 11,000

$ 51,000

$ 69,000

2 years 6 months

Maximum [Member] | Equity Option [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Term

3 years

Adam Dweck [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Warrants Issued To Purchase Common Stock Two

25,000

12,500

2,500

Warrants Exercise Price Two

$ 5.00

Class Of Warrant Or Rights Expired

Aug. 02, 2016

Warrant Vested During First Milestone

12,500

Warrant Vested During Second Milestone

12,500

Non Executive Employees [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Shares Issued in Period

$ 18,167

50,000

35,000

50,000

10,000

Investment Options, Exercise Price

$ 7.50

$ 5.00

$ 8.00

Share-based Compensation Arrangement by Share-based Payment Award, Award Vesting Rights, Percentage

50.00%

Warrant [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Equity Instruments Other than Options, Vested in Period

762,500

Warrants Issued for the Purchase of Common Stock

$ 0

$ 33,000

312,500

Exercise Price of Warrants

$ 5.00

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Expected Volatility Rate

29.00%

Share-based Compensation Arrangement by Share-based Payment Award, Fair Value Assumptions, Risk Free Interest Rate

0.70%

Share-Based Compensation Arrangement By Share-Based Payment Award, Fair Value Assumptions, Expected Term

2 years 6 months

Warrant [Member] | Maximum [Member] | Equity Option [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Share-based Compensation Arrangement by Share-based Payment Award, Options, Grants in Period, Weighted Average Grant Date Fair Value

$ 0.12

Licensee Warrants [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Discount On Licensing Revenue

$ 13,000

$ 5,000

Employee Stock Option [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock Options Issued Shares Former Equity Plan

576

Stock Options Issued Value Per Share Former Equity Plan

$ 728

Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized

$ 112,000

$ 83,000

$ 112,000

Employee Service Share-based Compensation, Nonvested Awards, Compensation Cost Not yet Recognized, Period for Recognition

1 year 3 months 7 days

1 year 7 months 6 days

Restricted Stock [Member]

Share-based Compensation Arrangement by Share-based Payment Award [Line Items]

Stock Issued During Period, Shares, Restricted Stock Award, Net of Forfeitures

25,000

825,000

Share-based Compensation Arrangement by Share-based Payment Award, Options, Vested and Expected to Vest, Outstanding, Number

275,000

Stock Repurchased During Period, Shares

^[1]

88,725

26,250

15,750

7,272

153,896

130,725

161,168