[10-Q] XCEL BRANDS INC. Quarterly Earnings Report
Xcel Brands, Inc. reported details in its Form 10-Q including a 1-for-10 reverse stock split, consolidation of certain joint ventures, brand licensing activity, and debt refinancings. The company described owned and co-branded labels (Halston, Judith Ripka, C Wonder) and several collaborations launching in 2025–2026. It consolidated a 50% entity (Longaberger Licensing, LLC) as a variable interest entity and accounts for a noncontrolling interest. The filing discloses multiple term loans and a delayed draw facility used to repay prior debt, issuance and allocation of warrants related to these financings, and associated debt extinguishment costs. It also discloses certain collateral and lease terms, option and warrant reserves, and limited stock-based compensation activity.
Xcel Brands, Inc. ha riportato nel suo Modulo 10-Q dettagli tra cui un raggruppamento azionario 1-per-10, la consolidazione di alcune joint venture, attività di licensing dei marchi e rifinanziamenti del debito. La società ha descritto i marchi di proprietà e co-branded (Halston, Judith Ripka, C Wonder) e diverse collaborazioni in avvio nel periodo 2025–2026. Ha consolidato come entità a interesse variabile una partecipazione del 50% (Longaberger Licensing, LLC) e contabilizza una partecipazione non controllante. Il deposito rivela più prestiti a termine e una linea delayed draw utilizzata per rimborsare debiti precedenti, l’emissione e l’assegnazione di warrant collegati a questi finanziamenti e i costi associati di estinzione del debito. Vengono inoltre dichiarate garanzie e termini di leasing, riserve per opzioni e warrant e attività limitata di compensi basati su azioni.
Xcel Brands, Inc. informó en su Formulario 10-Q detalles que incluyen una consolidación inversa de acciones 1 por 10, la consolidación de ciertas joint ventures, actividad de licencias de marcas y refinanciaciones de deuda. La compañía describió marcas propias y co-marcadas (Halston, Judith Ripka, C Wonder) y varias colaboraciones que se lanzarán en 2025–2026. Consolidó una entidad al 50% (Longaberger Licensing, LLC) como entidad con interés variable y reconoce una participación no controladora. La presentación revela múltiples préstamos a plazo y una facilidad de atrasado (delayed draw) usada para pagar deuda previa, la emisión y asignación de warrants relacionados con estos financiamientos y los costos asociados por extinción de deuda. También se divulgan ciertas garantías y términos de arrendamiento, reservas para opciones y warrants, y actividad limitada de compensación basada en acciones.
Xcel Brands, Inc.는 1대10 액면병합(리버스 스플릿), 일부 합작법인의 통합, 브랜드 라이선스 활동 및 부채 리파이낸싱 등을 포함한 내용을 Form 10-Q에 보고했습니다. 회사는 자사 및 공동브랜드(할스턴, 주디스 립카, C Wonder)와 2025–2026년에 출시 예정인 여러 협업을 설명했습니다. 회사는 50% 지분의 엔티티(Longaberger Licensing, LLC)를 변동이익실체(VIE)로 통합하고 비지배지분을 계상합니다. 제출서류에는 이전 부채 상환에 사용된 다수의 기한부 대출과 지연인출(delayed draw) 시설, 이러한 자금조달과 관련된 워런트의 발행 및 배분, 그리고 부채 소멸 비용이 공개되어 있습니다. 또한 일부 담보 및 임대 조건, 옵션·워런트 준비금, 제한적인 주식기반 보상 활동도 공시했습니다.
Xcel Brands, Inc. a indiqué dans son Form 10-Q des éléments tels qu'une translation d'actions 1 pour 10, la consolidation de certaines coentreprises, des activités de licence de marques et des refinancements de dettes. La société a décrit des marques détenues et co-brandées (Halston, Judith Ripka, C Wonder) ainsi que plusieurs collaborations prévues pour 2025–2026. Elle a consolidé une entité détenue à 50 % (Longaberger Licensing, LLC) en tant qu'entité à intérêt variable et comptabilise une participation ne conférant pas le contrôle. Le dépôt révèle plusieurs prêts à terme et une facilité de tirage différé utilisée pour rembourser des dettes antérieures, l'émission et l'attribution de warrants liés à ces financements et les coûts associés à l'extinction de dette. Sont également divulgués certains collatéraux et conditions de bail, des provisions pour options et warrants, ainsi qu'une activité limitée de rémunération en actions.
Xcel Brands, Inc. berichtete in seinem Formular 10-Q über Details wie einen 1-zu-10 Reverse-Split, die Konsolidierung bestimmter Joint Ventures, Markenlizenzaktivitäten und Refinanzierungen von Verbindlichkeiten. Das Unternehmen beschrieb eigene und Co-Brand-Labels (Halston, Judith Ripka, C Wonder) sowie mehrere Kooperationen, die 2025–2026 starten sollen. Es konsolidierte eine 50%-Beteiligung (Longaberger Licensing, LLC) als Variable-Interest-Entity und weist einen nicht beherrschenden Anteil aus. Die Einreichung offenbart mehrere Terminkredite und eine Delayed-Draw-Fazilität, die zur Rückzahlung früherer Schulden verwendet wurden, die Ausgabe und Zuteilung von Warrants im Zusammenhang mit diesen Finanzierungen sowie damit verbundene Kosten zur Schuldtilgung. Außerdem werden bestimmte Sicherheiten- und Leasingbedingungen, Rückstellungen für Optionen und Warrants sowie begrenzte aktienbasierte Vergütungsaktivitäten offengelegt.
- Completed debt refinancing that repaid prior term loans and provided a delayed draw facility for liquidity and working capital purposes
- Consolidation of Longaberger Licensing, LLC provides control over operations and recognition of related revenues and assets
- Multiple brand launches and collaborations planned (Cesar Millan, GemmaMade, Mesa Mia, Coco Rocha) which expand product pipeline and licensing opportunities
- Reverse 1-for-10 stock split substantially reduced share count and may affect liquidity and market float
- Warrant issuances and large reserved share pool (over 1.1 million shares reserved for warrants) create potential future dilution
- Write-off of unamortized deferred financing costs recognized as loss on extinguishment, increasing near-term expense
- $0.7 million cash collateral for a standby letter of credit reduces available cash liquidity
Insights
TL;DR: Financing and corporate actions materially changed capital structure; reverse split reduced float and warrants increase potential dilution.
The company completed a 1-for-10 reverse stock split reducing outstanding shares from 23,796,200 to 2,379,508 and paid cash for fractional shares (aggregate cash <$1,000). Multiple term loans (Term Loan A, Term Loan B, Delayed Draw) and a March 2025 Term Loan were used to refinance prior indebtedness; proceeds were allocated between debt and warrants under GAAP, increasing equity by recorded warrant value while reducing carrying debt. The filing shows consolidation of a 50% LLC as a VIE with noncontrolling interest and describes brand licensing and several upcoming co-branded launches. These items affect capitalization, potential dilution from warrants, and the company’s operating mix.
TL;DR: Debt refinancing and warrant issuances restructure liquidity but create deferred costs and possible future dilution.
The April 2025 refinancing included allocation of $13.62 million proceeds between debt and warrants with equity recognized for the warrants and reductions to debt carryings; prior unamortized debt-related costs were written off upon refinancing. The company recorded PIK interest and deferred portions of financing costs as reductions to loan carrying amounts that amortized to interest expense until extinguishment. A standby letter of credit required $0.7 million cash collateral. These financing mechanics alter interest expense profile and balance-sheet presentation and introduce multi-year warrant exercise windows that could dilute equity if exercised.
Xcel Brands, Inc. ha riportato nel suo Modulo 10-Q dettagli tra cui un raggruppamento azionario 1-per-10, la consolidazione di alcune joint venture, attività di licensing dei marchi e rifinanziamenti del debito. La società ha descritto i marchi di proprietà e co-branded (Halston, Judith Ripka, C Wonder) e diverse collaborazioni in avvio nel periodo 2025–2026. Ha consolidato come entità a interesse variabile una partecipazione del 50% (Longaberger Licensing, LLC) e contabilizza una partecipazione non controllante. Il deposito rivela più prestiti a termine e una linea delayed draw utilizzata per rimborsare debiti precedenti, l’emissione e l’assegnazione di warrant collegati a questi finanziamenti e i costi associati di estinzione del debito. Vengono inoltre dichiarate garanzie e termini di leasing, riserve per opzioni e warrant e attività limitata di compensi basati su azioni.
Xcel Brands, Inc. informó en su Formulario 10-Q detalles que incluyen una consolidación inversa de acciones 1 por 10, la consolidación de ciertas joint ventures, actividad de licencias de marcas y refinanciaciones de deuda. La compañía describió marcas propias y co-marcadas (Halston, Judith Ripka, C Wonder) y varias colaboraciones que se lanzarán en 2025–2026. Consolidó una entidad al 50% (Longaberger Licensing, LLC) como entidad con interés variable y reconoce una participación no controladora. La presentación revela múltiples préstamos a plazo y una facilidad de atrasado (delayed draw) usada para pagar deuda previa, la emisión y asignación de warrants relacionados con estos financiamientos y los costos asociados por extinción de deuda. También se divulgan ciertas garantías y términos de arrendamiento, reservas para opciones y warrants, y actividad limitada de compensación basada en acciones.
Xcel Brands, Inc.는 1대10 액면병합(리버스 스플릿), 일부 합작법인의 통합, 브랜드 라이선스 활동 및 부채 리파이낸싱 등을 포함한 내용을 Form 10-Q에 보고했습니다. 회사는 자사 및 공동브랜드(할스턴, 주디스 립카, C Wonder)와 2025–2026년에 출시 예정인 여러 협업을 설명했습니다. 회사는 50% 지분의 엔티티(Longaberger Licensing, LLC)를 변동이익실체(VIE)로 통합하고 비지배지분을 계상합니다. 제출서류에는 이전 부채 상환에 사용된 다수의 기한부 대출과 지연인출(delayed draw) 시설, 이러한 자금조달과 관련된 워런트의 발행 및 배분, 그리고 부채 소멸 비용이 공개되어 있습니다. 또한 일부 담보 및 임대 조건, 옵션·워런트 준비금, 제한적인 주식기반 보상 활동도 공시했습니다.
Xcel Brands, Inc. a indiqué dans son Form 10-Q des éléments tels qu'une translation d'actions 1 pour 10, la consolidation de certaines coentreprises, des activités de licence de marques et des refinancements de dettes. La société a décrit des marques détenues et co-brandées (Halston, Judith Ripka, C Wonder) ainsi que plusieurs collaborations prévues pour 2025–2026. Elle a consolidé une entité détenue à 50 % (Longaberger Licensing, LLC) en tant qu'entité à intérêt variable et comptabilise une participation ne conférant pas le contrôle. Le dépôt révèle plusieurs prêts à terme et une facilité de tirage différé utilisée pour rembourser des dettes antérieures, l'émission et l'attribution de warrants liés à ces financements et les coûts associés à l'extinction de dette. Sont également divulgués certains collatéraux et conditions de bail, des provisions pour options et warrants, ainsi qu'une activité limitée de rémunération en actions.
Xcel Brands, Inc. berichtete in seinem Formular 10-Q über Details wie einen 1-zu-10 Reverse-Split, die Konsolidierung bestimmter Joint Ventures, Markenlizenzaktivitäten und Refinanzierungen von Verbindlichkeiten. Das Unternehmen beschrieb eigene und Co-Brand-Labels (Halston, Judith Ripka, C Wonder) sowie mehrere Kooperationen, die 2025–2026 starten sollen. Es konsolidierte eine 50%-Beteiligung (Longaberger Licensing, LLC) als Variable-Interest-Entity und weist einen nicht beherrschenden Anteil aus. Die Einreichung offenbart mehrere Terminkredite und eine Delayed-Draw-Fazilität, die zur Rückzahlung früherer Schulden verwendet wurden, die Ausgabe und Zuteilung von Warrants im Zusammenhang mit diesen Finanzierungen sowie damit verbundene Kosten zur Schuldtilgung. Außerdem werden bestimmte Sicherheiten- und Leasingbedingungen, Rückstellungen für Optionen und Warrants sowie begrenzte aktienbasierte Vergütungsaktivitäten offengelegt.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
For the quarterly period ended
or
ACT OF 1934
For the transition period from ___ to ___
Commission File Number:
(Exact name of registrant as specified in its charter)
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(State or Other Jurisdiction of |
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Incorporation or Organization) |
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(Issuer’s Telephone Number, Including Area Code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class |
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Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
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Large accelerated filer ☐ | Accelerated filer ☐ |
Smaller reporting company | |
| Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by a check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes
As of August 7, 2025, there were
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XCEL BRANDS, INC.
INDEX
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PART I - FINANCIAL INFORMATION | 3 | |
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Item 1. | Financial Statements | 3 |
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| Unaudited Condensed Consolidated Balance Sheets | 3 |
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| Unaudited Condensed Consolidated Statements of Operations | 4 |
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| Unaudited Condensed Consolidated Statements of Stockholders’ Equity | 5 |
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| Unaudited Condensed Consolidated Statements of Cash Flows | 6 |
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| Notes to Unaudited Condensed Consolidated Financial Statements | 7 |
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Item 2. | Management’s Discussion and Analysis of Financial Condition and Results of Operations | 26 |
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Item 3. | Quantitative and Qualitative Disclosures About Market Risk | 36 |
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Item 4. | Controls and Procedures | 37 |
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PART II - OTHER INFORMATION | 38 | |
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Item 1. | Legal Proceedings | 38 |
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Item 1A. | Risk Factors | 38 |
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Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 38 |
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Item 3. | Defaults Upon Senior Securities | 38 |
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Item 4. | Mine Safety Disclosures | 38 |
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Item 5. | Other Information | 38 |
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Item 6. | Exhibits | 38 |
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| Signatures | 39 |
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
Xcel Brands, Inc. and Subsidiaries
Unaudited Condensed Consolidated Balance Sheets
(in thousands, except share and per share data)
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| June 30, 2025 |
| December 31, 2024 | ||
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Assets |
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Current Assets: |
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Cash and cash equivalents | | $ | | | $ | |
Accounts receivable, net of allowances for credit losses of $ | |
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Prepaid expenses and other current assets | |
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Total current assets | |
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Non-current Assets: | | | | | | |
Property and equipment, net | |
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Operating lease right-of-use assets | | | | | | |
Trademarks and other intangibles, net | |
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Investments in unconsolidated affiliates | | | | | | |
Other assets | |
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Total non-current assets | |
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Total Assets | | $ | | | $ | |
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Liabilities and Stockholders' Equity | |
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Current Liabilities: | |
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Accounts payable, accrued expenses and other current liabilities | | $ | | | $ | |
Deferred revenue | |
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Accrued income taxes payable | | | | | | |
Current portion of operating lease obligations | | | | | | |
Current portion of long-term debt | |
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Contingent obligation | |
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Total current liabilities | |
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Long-Term Liabilities: | |
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Deferred revenue | | | | | | |
Long-term portion of operating lease obligations | | | | | | |
Long-term debt, net, less current portion | |
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Other long-term liabilities | |
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Total long-term liabilities | |
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Total Liabilities | |
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Commitments and Contingencies | |
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Stockholders' Equity: | |
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Preferred stock, $ | |
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Common stock, $ | |
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Paid-in capital | |
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Accumulated deficit | |
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Total Xcel Brands, Inc. stockholders' equity | |
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Noncontrolling interest | | | ( | | | ( |
Total Stockholders' Equity | |
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Total Liabilities and Stockholders' Equity | | $ | | | $ | |
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
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Xcel Brands, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)
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| | For the Three Months Ended | | For the Six Months Ended | | ||||||||
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Revenues |
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Net licensing revenue | | $ | | | $ | | | $ | | | $ | | |
Net sales | |
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Net revenue | |
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Cost of goods sold | |
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Gross profit | |
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Direct operating costs and expenses | |
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Salaries, benefits and employment taxes | |
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Other selling, general and administrative expenses | |
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Total direct operating costs and expenses | |
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Operating loss before other operating costs and expenses (income) | | | ( | | | ( | | | ( | | | ( | |
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Other operating costs and expenses (income) | | | | | | | | | | | | | |
Depreciation and amortization | |
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Asset impairment charges | | | — | | | | | | — | | | | |
Loss from equity method investments | | | | | | | | | | | | | |
Gain on divestiture of Lori Goldstein Brand | | | — | | | ( | | | — | | | ( | |
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Operating (loss) income | |
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Interest and finance expense (income) | |
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Interest expense | |
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Other interest and finance charges (income), net | |
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Loss on early extinguishment of debt | | | | | | — | | | | | | — | |
Interest and finance expense (income), net | |
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(Loss) income before income taxes | |
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Income tax provision (benefit) | |
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Net (loss) income | | | ( | | | | | | ( | | | ( | |
Net loss attributable to noncontrolling interest | | | ( | | | ( | | | ( | | | ( | |
Net (loss) income attributable to Xcel Brands, Inc. stockholders | | $ | ( | | $ | | | $ | ( | | $ | ( | |
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(Loss) earnings per common share attributable to Xcel Brands, Inc. stockholders: | |
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Basic (loss) earnings per share (1) | | $ | ( | | $ | | | $ | ( | | $ | ( | |
Diluted (loss) earnings per share (1) | | $ | ( | | $ | | | $ | ( | | $ | ( | |
Weighted average number of common shares outstanding: | |
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Basic weighted average common shares outstanding (1) | |
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Diluted weighted average common shares outstanding (1) | |
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(1) | Amounts presented for 2024, including the weighted average number of shares outstanding and the resulting loss per share information have been retroactively adjusted in order to give effect to the Company’s March 24, 2025 1-for-10 reverse stock split. See Note 1 and Note 7. |
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
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Xcel Brands, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Stockholders’ Equity
(in thousands, except share data)
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| | Xcel Brands, Inc. Stockholders | | | | | | | | |||||||||
| | Common Stock | | | | | | | | | | | | |||||
| | Number of | | | | | Paid-In | | Accumulated | | Noncontrolling | | | | ||||
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| Shares |
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| Capital |
| Deficit |
| Interest | | | Total | |||||
Balance as of December 31, 2023 |
| | | $ | | | $ | | | $ | ( | | $ | ( | | | $ | |
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Compensation expense related to stock options and restricted stock | | — | | | — | | | | | | — | | | — | | | | |
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Contra-revenue related to warrants held by licensee | | — | | | — | | | | | | — | | | — | | | | |
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Shares issued to consultant in connection with stock grant |
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Shares issued in connection with public offering and private placement transactions, net of transaction costs | | | | | — | | | | | | — | | | — | | | | |
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Net loss |
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Balance as of March 31, 2024 |
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Compensation expense related to stock options and restricted stock | | — | | | — | | | | | | — | | | — | | | | |
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Contra-revenue related to warrants held by licensee | | — | | | — | | | | | | — | |
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Shares issued to directors in connection with restricted stock grants | | | | | — | | | — | | | — | | | — | | | | — |
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Net income (loss) |
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| ( | | |
| |
| | | | | | | | | | | | | | | | | | |
Balance as of June 30, 2024 |
| | | $ | | | $ | | | $ | ( | | $ | ( | | | $ | |
| | | | | | | | | | | | | | | | | | |
Balance as of December 31, 2024 |
| | | $ | | | $ | | | $ | ( | | $ | ( | | | $ | |
| | | | | | | | | | | | | | | | | | |
Additional impact related to fractional shares from reverse stock split | | ( | | | — | | | — | | | — | | | — | | | | — |
| | | | | | | | | | | | | | | | | | |
Compensation expense related to stock options and restricted stock | | — | | | — | | | | | | — | | | — | | | | |
| | | | | | | | | | | | | | | | | | |
Contra-revenue related to warrants held by licensee | | — | | | — | | | | | | — | | | — | | | | |
| | | | | | | | | | | | | | | | | | |
Shares issued to executives for pro rata portion of base salaries, net of withholding taxes | | | | | — | | | | | | — | | | — | | | | |
| | | | | | | | | | | | | | | | | | |
Net loss |
| — | |
| — | |
| — | |
| ( | | | — | | |
| ( |
| | | | | | | | | | | | | | | | | | |
Balance as of March 31, 2025 |
| | | | | | | | | | ( | | | ( | | | | |
| | | | | | | | | | | | | | | | | | |
Compensation expense related to stock options and restricted stock | | — | | | — | | | | | | — | | | — | | | | |
| | | | | | | | | | | | | | | | | | |
Contra-revenue related to warrants held by licensee |
| — | |
| — | |
| | |
| — | |
| — | | |
| |
| | | | | | | | | | | | | | | | | | |
Warrants issued and amended in connection with refinancing of term loan debt | | — | | | — | | | | | | — | | | — | | | | |
| | | | | | | | | | | | | | | | | | |
Shares issued to management and directors in connection with restricted stock grants | | | | | — | | | — | | | — | | | — | | | | — |
| | | | | | | | | | | | | | | | | | |
Shares issued to executives for pro rata portion of base salaries, net of withholding taxes | | | | | — | | | | | | — | | | — | | | | |
| | | | | | | | | | | | | | | | | | |
Net loss |
| — | |
| — | |
| — | |
| ( | |
| ( | | |
| ( |
| | | | | | | | | | | | | | | | | | |
Balance as of June 30, 2025 |
| | | $ | | | $ | | | $ | ( | | $ | ( | | | $ | |
| | | | | | | | | | | | | | | | | | |
The values of Common stock and Paid-in capital, as well as the number of shares issued and outstanding, have been retroactively adjusted in order to give effect to the Company’s March 24, 2025 1-for-10 reverse stock split. See Note 1 and Note 7.
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
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Xcel Brands, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)
| | | | | | |
| | For the Six Months Ended June 30, | ||||
|
| 2025 |
| 2024 | ||
Cash flows from operating activities |
| |
|
| |
|
Net loss | | $ | ( | | $ | ( |
Adjustments to reconcile net loss to net cash used in operating activities: | |
| | |
|
|
Depreciation and amortization expense | |
| | |
| |
Asset impairment charges | |
| — | |
| |
Paid in-kind interest expense | | | | | | — |
Amortization of deferred finance costs and other non-cash interest expense | |
| | |
| |
Stock-based compensation and cost of licensee warrants | |
| | |
| |
Provision for (recovery of) credit losses | | | — | | | ( |
Loss from equity method investments | | | | | | |
Loss on early extinguishment of debt | | | | | | — |
Gain on divestiture of Lori Goldstein brand | | | — | | | ( |
Changes in operating assets and liabilities: | |
| | |
| |
Accounts receivable | |
| | |
| |
Inventory | |
| — | |
| |
Prepaid expenses and other current and non-current assets | |
| | |
| ( |
Deferred revenue | | | ( | | | ( |
Accounts payable, accrued expenses, accrued income taxes payable, and other current liabilities | |
| ( | |
| ( |
Lease-related assets and liabilities | | | ( | | | ( |
Other long-term liabilities | |
| | |
| |
Net cash used in operating activities | |
| ( | |
| ( |
| | | | | | |
Cash flows from investing activities | |
|
| |
|
|
Purchase of property and equipment | |
| ( | |
| ( |
Net cash used in investing activities | |
| ( | |
| ( |
| | | | | | |
Cash flows from financing activities | |
|
| |
|
|
Proceeds from public offering and private placement transactions, net of transaction costs | | | — | | | |
Proceeds from long-term debt | | | | | | — |
Payment of deferred finance costs | |
| ( | |
| — |
Shares repurchased including vested restricted stock in exchange for withholding taxes | | | ( | |
| — |
Payment of long-term debt | |
| ( | |
| ( |
Net cash provided by financing activities | |
| | |
| |
| | | | | | |
Net increase (decrease) in cash, cash equivalents, and restricted cash | |
| | |
| ( |
| | | | | | |
Cash, cash equivalents, and restricted cash at beginning of period | | | | | | |
| | | | | | |
Cash, cash equivalents, and restricted cash at end of period | | $ | | | $ | |
| | | | | | |
Reconciliation to amounts on consolidated balance sheets: | |
|
| |
|
|
Cash and cash equivalents | | $ | | | $ | |
Restricted cash (reported in other non-current assets) | |
| | |
| |
Total cash, cash equivalents, and restricted cash | | $ | | | $ | |
| | | | | | |
| | | | | | |
Supplemental disclosure of cash flow information: | |
|
| |
|
|
Cash paid during the period for interest | | $ | | | $ | |
Cash paid during the period for income taxes | | $ | — | | $ | — |
See accompanying Notes to Unaudited Condensed Consolidated Financial Statements.
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
1. Nature of Operations, Background, and Basis of Presentation
The accompanying condensed consolidated balance sheet as of December 31, 2024 (which has been derived from audited financial statements) and the unaudited interim condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X promulgated by the United States Securities and Exchange Commission (“SEC”). Certain information or footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a comprehensive presentation of financial position, results of operations, or cash flows.
In the opinion of management, the accompanying unaudited condensed consolidated financial statements were prepared following the same policies and procedures used in the preparation of the audited consolidated financial statements and reflect all adjustments (consisting of normal recurring adjustments) necessary to present fairly the results of operations, financial position, and cash flows of Xcel Brands, Inc. and its subsidiaries (the “Company” or "Xcel"). The results of operations for the interim periods presented herein are not necessarily indicative of the results for the entire fiscal year or for any future interim periods. These unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, as filed with the SEC on May 28, 2025.
The Company is a media and consumer products company engaged in the design, licensing, marketing, live streaming, and social commerce sales of branded apparel, footwear, accessories, fine jewelry, home goods and other consumer products, and the acquisition of dynamic consumer lifestyle brands.
As of June 30, 2025, the Company’s brand portfolio consists of the following:
● | the Halston, Judith Ripka, and C Wonder brands, which are wholly owned by Xcel; |
● | the TowerHill by Christie Brinkley brand, which is a new co-branded collaboration between Xcel and Christie Brinkley that launched in May 2024; |
● | the LB70 by Lloyd Boston brand, which is a new co-branded collaboration between Xcel and Lloyd Boston that launched in August 2024; |
● | the Trust, Respect, Love by Cesar Millan brand, which is a new co-branded collaboration between Xcel and Cesar Millan that is planned to launch in Fall 2025; |
● | the Longaberger brand, which Xcel manages through its |
● | the Isaac Mizrahi brand, in which Xcel holds a noncontrolling interest through IM Topco, LLC (see Note 2 and Note 12 for additional details); |
● | a new brand which will be a co-branded collaboration between Xcel and Coco Rocha, that is planned to launch in Fall 2026; |
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
● | GemmaMade, which is a co-branded collaboration between Xcel and baking influencer Gemma Stafford which is planned to launch in Fall 2025; and |
● | Mesa Mia, which is a brand owned by Mexican home influencer Jenny Martinez, and for which Xcel holds the television rights through a long-term license agreement and expects to launch in Fall 2025. |
The Company holds a
The Company primarily generates revenue through the licensing of its brands through contractual arrangements with manufacturers and retailers. The Company, through its licensees, distributes through a true modern consumer products sales strategy, which includes the promotion and sale of products under its brands through interactive television, digital live-stream shopping, social commerce, brick-and-mortar retailers, and e-commerce channels, to be everywhere its customers shop.
Change in Capital Structure
As described more fully in Note 7, effective March 24, 2025, the Company effected a 1-for-10 reverse stock split for all of its issued and outstanding common stock. All share and per share amounts presented in these condensed consolidated financial statements and accompanying notes, including but not limited to shares issued and outstanding, earnings/(loss) per share, and warrants and options, as well as the dollar amounts of common stock and paid-in capital, have been retroactively adjusted for all periods presented in order to reflect this change in capital structure. There were no changes to the total number of authorized common shares or par value per common share as a result of this reverse stock split.
Segment Reporting Information
The Company has a single reportable segment, which generates revenue from the design and licensing of branded apparel, jewelry, and similar consumer products. The Company derives revenue in North America and manages its business activities on a consolidated basis. The accounting policies of the Company’s single reportable segment are the same as those for the Company as a whole.
The Company’s chief operating decision maker, as such term is defined under GAAP, is its Chief Executive Officer. The chief operating decision maker assesses performance for the single reportable segment and decides how to allocate resources based on net income that also is reported on the income statement as consolidated net income. The chief operating decision maker analyzes and reviews business performance based on available sales data from key licensees and quarterly sales and royalty reports provided by its licensees in addition to assessing the overall operating results on a monthly basis. The measure of segment assets is reported on the balance sheet as total consolidated assets, and, as the Company has a single reportable segment, the Company’s resources are applicable to the business as a whole. The Company does not have intra-entity sales or transfers.
Restricted Cash
Restricted cash is reflected within other non-current assets in the condensed consolidated balance sheets.
Restricted cash at June 30, 2025 consisted of $
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
Going Concern
The unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As of June 30, 2025, the Company has incurred recurring losses, a history of cash flows used in operating activities, and an accumulated deficit. While the Company has undertaken significant restructuring efforts during 2023 and 2024, and implemented additional measures during 2025 to further optimize its cost structure, management has determined that, absent additional funding, there is substantial doubt about the Company’s ability to meet its financial obligations as they become due within twelve months from the date these financial statements are issued.
In April 2025, the Company restructured its outstanding debt and received net proceeds from financing activities. In August 2025, the Company closed on a public offering and private placement of its common stock, which provided the Company with additional net proceeds. While these transactions have significantly improved the Company’s liquidity position, the proceeds received may still be insufficient to fully address the Company’s liquidity needs.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to continue exploring strategic financing alternatives and operational efficiencies to improve liquidity. The unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Recently Issued Accounting Pronouncements
In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2023-09, “Income Taxes (Topic 740): Improvements to Income Tax Disclosures.” This ASU requires disclosure of additional categories of information about federal, state, and foreign income taxes in the rate reconciliation table and requires entities to provide more details about the reconciling items in some categories if items meet a quantitative threshold. The ASU also requires entities to disclose income taxes paid, net of refunds, disaggregated by federal (national), state, and foreign taxes for annual periods and to disaggregate the information by jurisdiction based on a quantitative threshold. The guidance makes several other changes to the disclosure requirements. The ASU is required to be applied prospectively, with the option to apply it retrospectively, and is effective for fiscal years beginning after December 15, 2024. The required disclosures will be included in the Company’s Form 10-K for the year ending December 31, 2025. As the requirements of this ASU relate to disclosure only, the Company does not anticipate that the adoption of this ASU will have a significant impact on its consolidated financial statements.
In November 2024, the FASB issued ASU No. 2024-03, “Income Statement – Reporting Comprehensive Income – Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses.” This ASU requires public business entities to disclose specified information about certain costs and expenses, including but not limited to purchases of inventory, employee compensation, depreciation, and intangible asset amortization, in a tabular format within the notes to their financial statements, as well as provide additional disclosures related to certain other specified expenses. The ASU may be applied on either a prospective or retrospective basis, and is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. The Company is currently evaluating the ASU to determine its impact on the Company's disclosures.
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
2. Investments in Unconsolidated Affiliates and Variable Interest Entities
Investment in IM Topco, LLC
On May 31, 2022, Xcel sold
On and effective April 15, 2025, pursuant to certain provisions contained in the May 31, 2022 membership interest purchase agreement between Xcel and WHP (as amended), the Company and
Accordingly, as of and effective April 15, 2025, the Company concluded that as it no longer holds significant influence over IM Topco, and discontinued the application of the equity method of accounting. In accordance with relevant GAAP guidance, the Company remeasured its retained investment in IM Topco as of the date of discontinuance of the equity method, which was not significantly different from the value reflected on the Company’s condensed consolidated balance sheet at March 31, 2025. From April 15, 2025, as the equity securities of IM Topco are not publicly traded and do not have readily determinable fair values, the Company has elected to measure its investment in IM Topco in accordance with ASC 321-10-35-2: at adjusted cost, less impairment, plus or minus observable price changes of an identical or similar investment of the same issuer.
Thus, for the three months ended June 30, 2025, the Company recognized a $
For the six months ended June 30, 2025, the Company recognized a $
For the three and six months ended June 30, 2024, the Company recognized equity method losses related to its investment in IM Topco of $
Longaberger Licensing, LLC Variable Interest Entity
Since 2019, Xcel has been party to a limited liability company agreement with a subsidiary of Hilco Global related to Longaberger Licensing, LLC (“LL”). Hilco Global is the sole Class A Member of LL, and Xcel is the sole Class B Member of LL (each individually a “Member”). Each Member holds a
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
3. Trademarks and Other Intangibles
Trademarks and other intangibles, net consist of the following:
| | | | | | | | | | | |
|
| Weighted |
| | |
| | |
| | |
|
| Average |
| June 30, 2025 | |||||||
|
| Amortization | | Gross Carrying | | Accumulated | | Net Carrying | |||
($ in thousands) | | Period | | Amount | | Amortization | | Amount | |||
Trademarks (finite-lived) |
| |
| | |
| | |
| | |
Copyrights and other intellectual property |
| |
| | |
| | |
| | |
Total | | | | $ | | | $ | | | $ | |
| | | | | | | | | | | |
|
| Weighted |
| | |
| | |
| | |
|
| Average |
| December 31, 2024 | |||||||
|
| Amortization |
| Gross Carrying | | Accumulated | | Net Carrying | |||
($ in thousands) | | Period | | Amount | | Amortization | | Amount | |||
Trademarks (finite-lived) |
| |
| | |
| | |
| | |
Copyrights and other intellectual property |
| |
| | |
| | |
| | |
Total |
|
| | $ | | | $ | | | $ | |
Amortization expense for intangible assets was approximately $
Amortization expense intangible assets was approximately $
4. Significant Contracts and Concentrations
Qurate Agreements
Under the Company’s agreements with Qurate Retail Group (“Qurate”), collectively referred to as the Qurate Agreements, Qurate is obligated to make payments to the Company on a quarterly basis, based primarily upon a percentage of net retail sales of certain specified branded merchandise. Net retail sales are defined as the aggregate amount of all revenue generated through the sale of the specified branded products by Qurate and its subsidiaries under the Qurate Agreements, net of customer returns, and excluding freight, shipping and handling charges, and sales, use, or other taxes. Net licensing revenue from the Qurate Agreements represents a significant portion of the Company’s total net revenue.
Net licensing revenue from the Qurate Agreements totaled $
Net licensing revenue from the Qurate Agreements totaled $
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
As of June 30, 2025 and December 31, 2024, the Company had receivables from Qurate of $
Halston Master License
On May 15, 2023, the Company, through its wholly owned subsidiaries, H Halston, LLC and H Heritage Licensing, LLC (collectively, the “Licensor”), entered into a master license agreement relating to the Halston brand (the “Halston Master License”) with G-III Apparel Group (“G-III”), an industry-leading wholesale apparel company, for men’s and women’s apparel, men’s and women’s fashion accessories, children’s apparel and accessories, home, airline amenity and amenity kits, and such other product categories as mutually agreed upon. The Halston Master License provided for an upfront cash payment and royalties payable to the Company, including certain guaranteed minimum royalties, includes annual minimum net sales requirements, and has a
As a result of the upfront cash payment and guaranteed minimum royalties discussed above, the Company has recognized $
Net licensing revenue recognized from the Halston Master License was $
JTV / America’s Collectibles Network, Inc.
The Company has a license agreement with America’s Collectibles Network, Inc. (d/b/a JTV) (“JTV”) that obligates JTV to pay the Company royalties based on product sales of Judith Ripka Brand merchandise. In addition, the Company has outstanding receivables from prior product sales of fine jewelry made to JTV. As of June 30, 2025 and December 31, 2024, the Company had receivables from JTV of $
5. Leases
The Company is party to operating leases for real estate, and for certain equipment and storage space with a term of 12 months or less. The Company is currently not a party to any finance leases.
As of June 30, 2025, the Company’s real estate leases have a weighted-average remaining lease term of approximately
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
Total lease expense (net of sublease income) included in selling, general and administrative expenses on the Company’s unaudited condensed consolidated statements of operations was approximately $
Cash paid for amounts included in the measurement of operating lease liabilities was approximately $
During the prior year, as a result of entering into an agreement (as sublessor) in January 2024 for the sublease of offices located at 1333 Broadway to a third-party subtenant, the Company recognized non-cash impairment charges related to the right-of-use asset for this location and associated leasehold improvement assets at this location. These impairment charges amounted to approximately $
Future Lease Obligations
As of June 30, 2025, the maturities of future lease obligations were as follows:
| | | |
| | Amount | |
Year |
| (in thousands) | |
2025 (July 1 through December 31) | | $ | |
2026 | | | |
2027 | |
| |
2028 | |
| |
2029 | |
| |
Thereafter | |
| |
Total lease payments | | | |
Less: Discount | | | |
Present value of lease liabilities | | | |
Current portion of lease liabilities | | | |
Non-current portion of lease liabilities | | $ | |
6. Debt
The Company’s net carrying amount of debt is comprised of the following:
| | | | | | |
| | June 30, | | December 31, | ||
($ in thousands) |
| 2025 |
| 2024 | ||
Term loan debt | | $ | | | $ | |
Unamortized deferred finance costs and other reductions to carrying value | |
| ( | |
| ( |
Total | |
| | |
| |
Current portion of debt | |
| | |
| — |
Long-term debt | | $ | | | $ | |
General
On December 12, 2024, the Company and certain of its subsidiaries entered into a loan and security agreement with FEAC Agent, LLC (“FEAC”), as administrative agent and collateral agent, FEF Distributors, LLC, as lead arranger, and Restore Capital, LLC (“Restore”), as agent for certain lenders, pursuant to which the lenders made term loans to the Company and
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
agreed to make additional term loans to the Company upon the satisfaction of a condition precedent described in the loan agreement. The term loans under the loan agreement are as follows: (1) a term loan in the amount of $
On April 21, 2025, the Company and certain of its subsidiaries and its lenders and FEAC Agent, LLC entered into an amendment of the December 12, 2024 loan and security agreement, which provided for $
In connection with the April 21, 2025 amendment and refinancing transaction, UTG Capital, Inc., a Delaware corporation (UTG”), purchased a
On May 15, 2025, the Company repaid $
The Term Loans are guaranteed by certain direct and indirect subsidiaries of the Company, and are secured by all of the assets of the Company and such subsidiaries. The loan agreement contains various customary financial covenants and reporting requirements, as specified and defined therein. The Company was in compliance with all applicable covenants under the loan agreement as of and for all periods presented in the condensed consolidated financial statements.
Principal
Principal on Term Loan A is payable on a pro rata basis in quarterly installments of $
The aggregate future principal payments under the Term Loans are as follows:
| | | |
| | Amount of | |
($ in thousands) |
| Principal | |
Year Ending December 31, |
| Payment | |
2025 | | $ | — |
2026 | |
| |
2027 | | | |
2028 | | | |
Total | | $ | |
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
Interest and Exit Fees
From December 12, 2024 through April 20, 2025, interest on Term Loans accrued at an annual rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York for an interest period equal to three months, subject to a
Interest on amounts outstanding under the Term Loans accrues daily and is payable at the end of each calendar month, except that from April 21, 2025 through March 31, 2027, interest on the Term Loan B will be paid in-kind (“PIK”) by being capitalized and added to the principal amount of the Term Loan B at the end of each calendar month. For the current quarter and current six months, the Company recognized approximately $
For the current quarter and current six months, the Company incurred total interest expense (including interest paid in cash, PIK, and the amortization of deferred finance costs) related to term loan debt of approximately $
For the prior year quarter and prior year six months, the Company incurred total interest expense (including both interest paid in cash and the amortization of deferred finance costs) related to term loan debt of approximately $
The amended loan agreement also requires that the Company pay an exit fee of $
Deferred Finance Costs and Other Reductions to Carrying Value of Debt
In connection with entering into the Term Loans in December 2024, the Company incurred loan origination fees, plus various legal and other fees; these fees and costs totaling $
In connection of the debt refinancing transaction on April 21, 2025 as described above, the Company incurred certain legal costs and other fees; these fees and costs totaling $
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
the net carrying value of the term loan debt. These reductions to the carrying value of the term loan debt totaling $
Loss on Early Extinguishment of Debt
As a result of the April 21, 2025 debt refinancing transaction as described above, the Company recognized a loss on extinguishment of debt of approximately $
7. Stockholders’ Equity
Reverse Stock Split
At a special meeting of the Company’s stockholders on March 12, 2025, the stockholders approved a proposal granting the Company’s Board of Directors the discretion to effect a reverse stock split of the Company’s issued and outstanding common stock at a ratio in the range of 1-for-2 to 1-for-10, with such ratio to be determined by the Chairman of the Company’s Board of Directors. Following the special meeting, the Chairman of the Company’s Board of Directors approved a final split ratio of 1-for-10 (the “Reverse Stock Split”).
Subsequently, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Company’s Amended and Restated Certificate of Incorporation, which became effective at 5:00 p.m. on March 24, 2025, to effect such Reverse Stock Split. As a result of the Reverse Stock Split, every ten (10) shares (the “Reverse Stock Split Number”) of issued and outstanding Common Stock was automatically combined into one (1) issued and outstanding share of common stock, without any change in the par value per share. No fractional shares were issued as a result of the Reverse Stock Split. Instead, stockholders who otherwise would have been entitled to receive fractional shares were entitled to receive a cash payment (without interest and subject to applicable withholding taxes) in lieu of such fractional shares equal to the fraction of a share of common stock to which such stockholder would otherwise be entitled multiplied by (i) the closing price per share of the common stock on the Nasdaq Capital Market at the close of business on the trading day preceding the date of the Certificate of Amendment, multiplied by (ii) the Reverse Stock Split Number. The aggregate number of fractional shares resulting from the Reverse Stock Split was
The shares of common stock underlying the Company’s outstanding stock options and warrants were also proportionately adjusted along with corresponding adjustments to their exercise prices.
All share and per share amounts presented in these condensed consolidated financial statements and accompanying notes, including but not limited to shares issued and outstanding, earnings/(loss) per share, and warrants and options, as well as the dollar amounts of common stock and paid-in capital, have been retroactively adjusted for all periods presented in order to reflect this change in capital structure.
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
2024 Public Offering and Private Placement Transactions
On March 15, 2024, the Company entered into an underwriting agreement with Craig-Hallum Capital Group LLC (the “Representative”), as the representative of the underwriters, relating to a firm commitment underwritten public offering (the “2024 Offering”) of
The closing of the 2024 Offering occurred on March 19, 2024. The net proceeds to the Company from the sale of the shares, after deducting the underwriting discounts and commissions and other estimated offering expenses payable by the Company, were approximately $
Upon closing of the 2024 Offering, the Company issued the Representative certain warrants to purchase up to
In connection with the 2024 Offering, on March 14, 2024, the Company entered into subscription agreements with each of Robert W. D’Loren, Chairman and Chief Executive Officer of the Company; an affiliate of Mark DiSanto, a director of the Company; and Seth Burroughs, Executive Vice President of Business Development and Treasury of the Company to purchase
The aggregate number of shares of common stock issued from the 2024 Public Offering and Private Placement Transactions was
Equity Incentive Plans
A total of
In addition, stock-based awards (including options, warrants, and restricted stock) previously granted under the Company’s 2011 Equity Incentive Plan (the “2011 Plan”) remain outstanding and shares of common stock may be issued to satisfy options or warrants previously granted under the 2011 Plan, although
Stock-based Compensation
Total expense recognized for all forms of stock-based compensation was approximately $
Total expense recognized for all forms of stock-based compensation was approximately $
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
Stock Options
A summary of the Company’s stock options activity for the current six months is as follows:
| | | | | | | | | | |
| | | | | | | Weighted | | | |
| | | | | | | Average | | | |
| | | | Weighted | | Remaining | | | | |
| | | | Average | | Contractual | | Aggregate | ||
| | Number of | | Exercise | | Life | | Intrinsic | ||
|
| Options |
| Price |
| (in Years) |
| Value | ||
Outstanding at January 1, 2025 |
| | | $ | |
| | $ | — | |
Granted |
| | |
| |
|
| |
|
|
Exercised |
| — | |
| — |
|
| |
|
|
Expired/Forfeited |
| ( | |
| |
|
| |
|
|
Outstanding at June 30, 2025, and expected to vest |
| | | $ | |
| | $ | — | |
Exercisable at June 30, 2025 |
| | | $ | |
| | $ | — |
On April 7, 2025, the Company granted options to purchase an aggregate of
On May 28, 2025, the Company granted options to purchase an aggregate of
On May 28, 2025, the Company granted options to purchase an aggregate of
Compensation expense related to stock options for the current quarter and the prior year quarter was approximately $
A summary of the Company’s non-vested stock options activity for the current six months is as follows:
| | | | | |
|
| |
| Weighted | |
| | | | Average | |
| | Number of | | Grant Date | |
|
| Options |
| Fair Value | |
Balance at January 1, 2025 |
| | | $ | |
Granted |
| | |
| |
Vested |
| ( | | | |
Forfeited or Canceled |
| — | |
| — |
Balance at June 30, 2025 |
| | | $ | |
Of the total stock options outstanding at June 30, 2025, the vesting of
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
certain revenue targets.
Stock Awards
A summary of the Company’s restricted stock activity for the current six months is as follows:
| | | | | |
| | | | Weighted | |
| | Number of | | Average | |
| | Restricted | | Grant Date | |
|
| Shares |
| Fair Value | |
Outstanding at January 1, 2025 |
| | | $ | |
Granted |
| | |
| |
Vested |
| ( | |
| |
Expired/Forfeited |
| — | |
| — |
Outstanding at June 30, 2025 |
| | | $ | |
On May 28, 2025, the Company issued an aggregate of
On May 28, 2025, the Company issued an aggregate of
In accordance with the amended employment agreements with each of Mr. D’Loren and Mr. Burroughs, effective July 16, 2024 and through December 31, 2025, the Company is paying
Compensation expense related to stock awards was approximately $
Restricted Stock Units
There were
Shares Available Under the Company’s Equity Incentive Plans
At June 30, 2025, there were
Shares Reserved for Issuance
As of June 30, 2025, there were
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
under the 2011 Plan,
As of June 30, 2025, there were also
Warrants
A summary of the Company’s warrants activity for the current six months is as follows:
| | | | | | | | | | |
| | | | | | | Weighted | | | |
| | | | | | | Average | | | |
| | | | Weighted | | Remaining | | | | |
| | |
| Average |
| Contractual | | Aggregate | ||
| | Number of | | Exercise |
| Life | | Intrinsic | ||
|
| Warrants |
| Price |
| (in Years) |
| Value | ||
Outstanding and exercisable at January 1, 2025 |
| | | $ | |
| | $ | | |
Issued |
| | |
| |
| | |
|
|
Amended | | ( | | | | | | | | |
Exercised |
| — | |
| — |
| | |
|
|
Expired/Forfeited |
| — | |
| — |
| | |
|
|
Outstanding at June 30, 2025 |
| | | $ | |
| | $ | | |
Exercisable at June 30, 2025 |
| | | $ | |
| | $ | |
In connection with the April 21, 2025 refinancing of the Company’s term loan debt (see Note 6), the Company issued an aggregate of
Also in connection with the April 21, 2025 refinancing, the Company and certain holders amended certain warrants that had been previously issued on December 12, 2024: (i) the exercise price of previously outstanding warrants to purchase
In connection with the entrance into the Halston Master License in 2023 (see Note 4), the Company issued to G-III a
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
8. Earnings (Loss) Per Share
Basic earnings (loss) 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, excluding the effects of any potentially dilutive securities. Diluted EPS reflects, in periods in which they have a dilutive effect, the effect of common shares issuable upon the exercise of stock options and warrants, using the treasury stock method. Diluted EPS excludes all potentially dilutive shares of common stock if their effect is anti-dilutive.
The following table is a reconciliation of the numerator and denominator of the basic and diluted earnings (loss) per share computations for the three and six months ended June 30, 2025 and 2024:
| | | | | | | | | | | | |
| | Three Months Ended | | Six Months Ended | ||||||||
| | June 30, | | June 30, | ||||||||
|
| 2025 |
| 2024 |
| 2025 |
| 2024 | ||||
Numerator: | | | | | | | | | | | | |
Net (loss) income attributable to Xcel Brands, Inc. stockholders (in thousands) | | $ | ( | | $ | | | $ | ( | | $ | ( |
| | | | | | | | | | | | |
Denominator: | | | | | | | | | | | | |
Basic weighted average number of shares outstanding |
| | |
| | | | | |
| | |
Add: Effect of warrants |
| | — |
| | | | | — |
| | — |
Add: Effect of stock options | | | — | | | | | | — | | | — |
Diluted weighted average number of shares outstanding |
| | |
| | | | | |
| | |
| | | | | | | | | | | | |
Basic net (loss) earnings per share | | $ | ( | | $ | | | $ | ( | | $ | ( |
Diluted net (loss) earnings per share | | $ | ( | | $ | | | $ | ( | | $ | ( |
As a result of the net loss for the current quarter, the current six months, and the prior year six months, the Company calculated diluted EPS using basic weighted average shares outstanding for such periods, as utilizing diluted shares would be anti-dilutive to loss per share.
The computation of diluted EPS excludes the following potentially dilutive securities because their inclusion would be anti-dilutive:
| | | | | | | | |
|
| Three Months Ended | | Six Months Ended | ||||
|
| June 30, | | June 30, | ||||
|
| 2025 |
| 2024 |
| 2025 |
| 2024 |
Stock options | | | | | | | | |
Warrants | | | | | | | | |
Total | | |
| | | |
| |
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
9. Income Taxes
The estimated annual effective income tax rate was approximately
The estimated annual effective income tax rate for the current six months and the prior year six months was approximately -
For all periods presented, the federal statutory rate differed from the effective tax rate due to the recording of a valuation allowance against the benefit that would have otherwise been recognized, as it was considered not more likely than not that the net operating losses generated during each period will be utilized in future periods.
10. Related Party Transactions
IM Topco, LLC
As described in Note 2, the Company holds a noncontrolling interest in IM Topco.
Service Agreement
On May 31, 2022, the Company entered into a services agreement with IM Topco, pursuant to which the Company agreed to provide certain design and support services (including assistance with the operations of the interactive television business and related talent support) to IM Topco in exchange for payments of $
In accordance with the terms of this services agreement (as amended), the Company recognized service fee income of $
License Agreement
On May 31, 2022, the Company entered into a license agreement with IM Topco, pursuant to which IM Topco granted the Company a license to use certain Isaac Mizrahi trademarks on and in connection with the design, manufacture, distribution, sale, and promotion of women’s sportswear products in the United States and Canada during the term of the agreement, in exchange for the payment of royalties in connection therewith. The initial term of this agreement was set to end on December 31, 2026, and provided guaranteed minimum royalties to IM Topco of $
Effective December 16, 2022, the license agreement between IM Topco and Xcel was terminated in favor of a new similar license agreement between IM Topco and an unrelated third party. However, as part of the termination of the May 31, 2022 license agreement, Xcel provided a guarantee to IM Topco for the payment of any difference between (i) the royalties received by IM Topco from the unrelated third party under the new agreement and (ii) the amount of guaranteed royalties that IM Topco would have received from Xcel under the May 31, 2022 agreement. However, for all periods presented in these condensed consolidated financial statements, royalties received by IM Topco from the third-party agreement were
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
expected to exceed the guaranteed royalties that IM Topco would have received under the May 31, 2022 agreement, and thus no royalty expense for any shortfall was recognized for such periods.
In November 2023, the Company, WHP, and IM Topco entered into an amendment of the May 2022 membership purchase agreement, under which Xcel agreed to make additional royalty payments to IM Topco totaling $
Financing Transactions
2024 Public Offering and Private Placement Transactions
In connection with the 2024 Offering of
In connection with the 2024 Offering, on March 14, 2024, the Company entered into subscription agreements with each of Mr. D’Loren, Mr. DiSanto, and Mr. Burroughs to purchase
Debt Financing
In connection with the December 12, 2024 term loan debt transaction (see Note 6 for additional details), IPX Capital, LLC (“IPX”), a company controlled by Mr. D’Loren, made a $
Additionally, IPX purchased a
Guarantee
Since October 2024, in connection with a required standby letter of credit associated with the Company’s real estate lease for offices located at 1333 Broadway (see Note 5), Mr. D’Loren has provided and continues to provide a personal guarantee to the financial institution providing such letter of credit, in order to satisfy a portion of the associated collateral requirements for the letter of credit.
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
11. Commitments and Contingencies
Contingent Obligation – Isaac Mizrahi Transaction
In connection with the May 31, 2022 transaction related to the sale of a majority interest in the Isaac Mizrahi brand, the Company agreed with WHP that, in the event that IM Topco receives less than $
On April 12, 2024, this agreement was further amended such that the purchase price adjustment provision within the membership purchase agreement was waived until the measurement period ending September 30, 2025. This amendment also provided that if IM Topco royalties are less than $
During 2024, management concluded that, based on current trends in and projections of IM Topco’s royalty revenues as well as the Company’s decision to not make the remaining royalty payments to IM Topco, it was virtually certain that the Company would be required to make such transfer of equity interests to WHP in 2025. As such, the Company estimated and recorded a contingent obligation of approximately $
As of March 31, 2025, in accordance with the terms of the amended membership purchase agreement between Xcel and WHP, WHP became contractually entitled to receive from Xcel equity interests in IM Topco equal to
On and effective April 15, 2025, such equity interests were transferred to WHP in full satisfaction and settlement of this contractual obligation, and the previously recorded liability was de-recognized by reducing the value of the asset for the investment in IM Topco.
Legal Matters
From time to time, the Company becomes involved in legal claims and litigation in the ordinary course of business. The Company routinely assesses all its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable. In the opinion of management, based on consultations with legal counsel, the disposition of litigation currently pending against the Company is unlikely to have, individually or in the aggregate, a materially adverse effect on the Company’s business, financial position, results of operations, or cash flows.
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XCEL BRANDS, INC. AND SUBSIDIARIES
Notes to Unaudited Condensed Consolidated Financial Statements
June 30, 2025
(Unaudited)
12. Subsequent Events
2025 Public Offering and Private Placement Transactions
On August 4, 2025, the Company completed a best-efforts public offering of
Simultaneously with completing such offering, the Company also sold
The aggregate net proceeds to the Company from the sale of the shares sold in the best-efforts public offering and the private placement (after deducting the placement agent fees and other estimated offering expenses) were approximately $
Upon closing of these transactions, the Company issued placement agent warrants to purchase up to
Tax Law Changes
On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into U.S. law. The OBBBA includes significant tax provisions, such as the permanent extension of certain expiring provisions of the 2017 Tax Cuts and Jobs Act, modifications to the international tax framework, and the restoration of favorable tax treatment for certain business provisions. The OBBBA has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. ASC Topic 740, "Income Taxes," requires the effects of changes in tax rates and laws to be recognized in the period in which the legislation is enacted. As the legislation was signed into law after June 30, 2025, it had no impact on the Company’s operating results for the three months and six months ended June 30, 2025. The Company is currently assessing the impact of the OBBBA on its consolidated financial statements.
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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. The statements that are not historical facts contained in this report are forward-looking statements that involve a number of known and unknown risks, uncertainties and other factors, all of which are difficult or impossible to predict and many of which are beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward-looking statements. These risks are detailed in the Risk Factors section of our Form 10-K for the fiscal year ended December 31, 2024, as filed with the SEC on May 28, 2025. The words “believe,” “anticipate,” “expect,” “continue,” “estimate,” “appear,” “suggest,” “goal,” “potential,” “predicts,” “seek,” “will,” “confident,” “project,” “provide,” “plan,” “likely,” “future,” “ongoing,” “intend,” “may,” “should,” “would,” “could,” “guidance,” and similar expressions identify forward-looking statements.
Overview
Xcel Brands, Inc. (“Xcel,” the “Company,” “we,” “us,” or “our”) is a media and consumer products company engaged in the design, licensing, marketing, live streaming, and social commerce sales of branded apparel, footwear, accessories, fine jewelry, home goods and other consumer products, and the acquisition of dynamic consumer lifestyle brands. Xcel was founded in 2011 with a vision to reimagine shopping, entertainment, and social media as social commerce.
Currently, our brand portfolio consists of the following:
● | the Halston, Judith Ripka, and C Wonder brands, which are wholly owned by Xcel; |
● | the TowerHill by Christie Brinkley brand, which is a new co-branded collaboration between Xcel and Christie Brinkley that launched in May 2024; |
● | the LB70 by Lloyd Boston brand, which is a new co-branded collaboration between Xcel and Lloyd Boston that launched in August 2024; |
● | the Trust, Respect, Love by Cesar Millan brand, which is a new co-branded collaboration between Xcel and Cesar Millan that is planned to launch in Fall 2025; |
● | the Longaberger brand, which Xcel manages through its 50% ownership interest in Longaberger Licensing, LLC; |
● | the Isaac Mizrahi brand, in which Xcel holds a noncontrolling interest through IM Topco, LLC; |
● | a new brand which will be a co-branded collaboration between Xcel and Coco Rocha, that is planned to launch in Fall 2026; |
● | GemmaMade, which is a co-branded collaboration between Xcel and baking influencer Gemma Stafford which is planned to launch in Fall 2025; and |
● | Mesa Mia, which is a brand owned by Mexican home influencer Jenny Martinez, and for which Xcel holds the television rights through a long-term license agreement and expects to launch in Fall 2025. |
We also hold a 19% noncontrolling interest in ORME Live, Inc. (“ORME”), a short-form video and social commerce marketplace that launched in April 2024.
Xcel is pioneering a true omni-channel and social commerce sales strategy which includes the promotion and sale of products under its brands through interactive television, digital live-stream shopping, social commerce, brick-and-mortar retailers, and e-commerce channels. Our brands have generated over $5 billion in retail sales via live streaming in interactive television and digital channels alone, and our brands collectively reach over 5.0 million social media followers
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through Facebook, Instagram, and TikTok. All of the followers may not be unique followers, as many followers may follow multiple brands and follow our brands on multiple platforms.
Xcel currently operates in a working-capital light model, with our licensees and/or retail partners responsible for the procurement and sale of inventory. As such, our revenues primarily consist of royalty revenues, and we do not have risk of carrying aged inventory. As a result, fluctuations in product costs and tariffs do not have a direct impact on us, but do impact us indirectly as our royalty revenues are typically based on the net sales and success of our licensees.
Our objective is to build a diversified portfolio of lifestyle consumer products brands through organic growth and the strategic acquisition of new brands. To grow our brands, we are focused on the following primary strategies:
● | licensing of our brands for sale through interactive television (e.g., QVC, HSN, JTV, etc.); |
● | licensing of our brands to retailers that sell to the end consumer; |
● | licensing our brands to manufacturers and retailers for promotion and distribution through e-commerce, social commerce, live streaming, and traditional brick-and-mortar retail channels; and |
● | acquiring additional consumer brands and integrating them into our operating platform, and leveraging our operating infrastructure and distribution relationships. |
We believe that Xcel offers a unique value proposition to our retail and direct-to-consumer customers and our licensees for the following reasons:
● | our management team, including our officers’ and directors’ experience in, and relationships within the industry; |
● | our deep knowledge, expertise, and proprietary technology in live streaming and social commerce; |
● | our design, sales, marketing, and technology platform that enables us to design trend-right product; and |
● | our significant media and internet presence. |
Summary of Operating Results
Three months ended June 30, 2025 (the “current quarter”) compared with the three months ended June 30, 2024 (the “prior year quarter”)
Revenues
Current quarter net revenue decreased $1.63 million to $1.32 million from $2.95 million for the prior year quarter. This decrease was primarily attributable to the June 30, 2024 divestiture of the Lori Goldstein brand and the loss of the licensing revenues associated with that brand.
Direct Operating Costs and Expenses
Direct operating costs and expenses decreased approximately $1.22 million, from $3.12 million in the prior year quarter to $1.90 million in the current quarter. This decrease was primarily attributable to the combination of (i) the 2023 restructuring and transformation of our business operating model, along with additional cost reduction actions taken by management in 2024, which significantly reduced the Company’s payroll, operating, and overhead costs, and (ii) the impact of the employee retention tax credit recognized in the current quarter.
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Management has continued to implement additional cost cutting measures throughout 2025 to further optimize the Company’s cost structure. Currently, the Company has reduced its direct operating expenses to an expected run rate of less than $10 million per annum.
Other Operating Costs and Expenses (Income)
Depreciation and amortization expense decreased approximately $0.65 million, from $1.55 million in the prior year quarter to $0.90 million in the current quarter. This decrease is primarily attributable to the June 30, 2024 divestiture of the Lori Goldstein brand, which included trademarks related to that brand with a net book value of approximately $1.93 million at the time of the divestiture.
We recognized losses related to our equity investments in unconsolidated affiliates (IM Topco, LLC and ORME Live Inc.) of $0.18 million and $0.56 million for the current quarter and prior year quarter, respectively. The decline in losses is primarily due to the fact that effective January 1, 2025 and April 15, 2025, the Company no longer applies the equity method of accounting to its investments in ORME and IM Topco, respectively.
During the prior year quarter we recognized asset impairment charges of $1.19 million related to our exit from and sublease of our office space at 1333 Broadway; there were no similar asset impairment charges recognized during the current quarter.
Also during the prior year quarter, we recognized a $3.80 million gain on the divestiture of the Lori Goldstein Brand. The consideration received from this transaction was non-cash in nature, and consisted of approximately $6.08 million of relief from certain accrued earn-out payments and the release of contingent obligations under contractual agreements with the buyer. The net book value of the intangible assets sold was approximately $1.93 million, and we also incurred approximately $0.35 million of legal fees in connection with the sale.
Interest and Finance Expense
Interest and finance expense was approximately $2.34 million for the current quarter, compared with approximately $0.15 million for the prior year quarter. This increase was primarily attributable to the $1.85 million loss on early extinguishment of debt recognized during the current quarter as a result of the April 2025 refinancing of our term loan debt.
Income Taxes
The estimated annual effective income tax rate was approximately 0% for both the current quarter and the prior year quarter, resulting in an income tax provision (benefit) of $0 for both periods. The federal statutory rate differed from the effective tax rate due to the recording of a valuation allowance against the benefit that would have otherwise been recognized, as it was considered not more likely than not that the net operating losses generated during each period will be utilized in future periods.
Net Loss Attributable to Xcel Brands, Inc. Stockholders
We had a net loss of $3.99 million for the current quarter, compared with net income of $0.20 million for the prior year quarter, due to the combination of the factors outlined above.
Non-GAAP Net Income (Loss), Non-GAAP Diluted EPS, and Adjusted EBITDA
We had a non-GAAP net loss of approximately $0.90 million, or $(0.37) per diluted share (“non-GAAP diluted EPS”), for the current quarter and a non-GAAP net loss of $0.30 million, or $(0.13) per diluted share, for the prior year quarter. Non-GAAP net income (loss) is a non-GAAP unaudited term, which we define as net income (loss) attributable to Xcel Brands, Inc. stockholders, exclusive of amortization of trademarks, income (loss) from equity method investments, stock-based compensation and cost of licensee warrants, loss on early extinguishment of debt (if any), gains on sales of assets and investments (if any), asset impairment charges (if any), and income taxes (if any). Non-GAAP net income (loss) and
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non-GAAP diluted EPS measures do not include the tax effect of the aforementioned adjusting items, due to the nature of these items and the Company’s tax strategy.
We had Adjusted EBITDA of approximately $(0.30) million for the current quarter, compared with approximately $(0.04) million for the prior year quarter. Adjusted EBITDA is a non-GAAP unaudited measure, which we define as net income (loss) attributable to Xcel Brands, Inc. stockholders before interest and finance expenses (including loss on extinguishment of debt, if any), accretion of lease liability for exited leases, income taxes, other state and local franchise taxes, depreciation and amortization, income (loss) from equity method investments, asset impairment charges, stock-based compensation and cost of licensee warrants, gains on sales of assets and investments, and costs associated with restructuring of operations.
Management uses non-GAAP net income (loss), non-GAAP diluted EPS, and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to identify business trends relating to the Company’s results of operations. Management believes non-GAAP net income (loss), non-GAAP diluted EPS, and Adjusted EBITDA are also useful because these measures adjust for certain costs and other events that management believes are not representative of our core business operating results, and thus, these non-GAAP measures provide supplemental information to assist investors in evaluating the Company’s financial results.
Non-GAAP net income (loss), non-GAAP diluted EPS, and Adjusted EBITDA should not be considered in isolation or as alternatives to net income, earnings per share, or any other measure of financial performance calculated and presented in accordance with GAAP. Given that non-GAAP net income (loss), non-GAAP diluted EPS, and Adjusted EBITDA are financial measures not deemed to be in accordance with GAAP and are susceptible to varying calculations, our non-GAAP net income (loss), non-GAAP diluted EPS, and Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including companies in our industry, because other companies may calculate non-GAAP net income (loss), non-GAAP diluted EPS, and Adjusted EBITDA in a different manner than we calculate these measures.
In evaluating non-GAAP net income (loss), non-GAAP diluted EPS, and Adjusted EBITDA, you should be aware that in the future we may or may not incur expenses similar to some of the adjustments in this report. Our presentation of non-GAAP net income (loss), non-GAAP diluted EPS, and Adjusted EBITDA does not imply that our future results will be unaffected by these expenses or any other unusual or non-recurring items. When evaluating our performance, you should consider non-GAAP net income (loss), non-GAAP diluted EPS, and Adjusted EBITDA alongside other financial performance measures, including our net income and other GAAP results, and not rely on any single financial measure.
The following table is a reconciliation of net (loss) income attributable to Xcel Brands, Inc. stockholders (our most directly comparable financial measure presented in accordance with GAAP) to non-GAAP net loss:
| | | | | | |
|
| Three Months Ended | ||||
| | June 30, | ||||
($ in thousands) |
| 2025 |
| 2024 | ||
Net (loss) income attributable to Xcel Brands, Inc. stockholders | | $ | (3,988) | | $ | 195 |
Amortization of trademarks | |
| 876 | |
| 1,520 |
Loss from equity method investments | | | 180 | | | 557 |
Stock-based compensation and cost of licensee warrants | |
| 186 | |
| 42 |
Loss on early extinguishment of debt | | | 1,850 | | | — |
Gains on sales of assets and investments | | | — | | | (3,801) |
Asset impairment charges | | | — | | | 1,188 |
Non-GAAP net loss | | $ | (896) | | $ | (299) |
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The following table is a reconciliation of diluted (loss) earnings per share (our most directly comparable financial measure presented in accordance with GAAP) to non-GAAP diluted EPS:
| | | | | | |
| | Three Months Ended | ||||
| | June 30, | ||||
|
| 2025 |
| 2024 | ||
Diluted (loss) earnings per share | | $ | (1.66) | | $ | 0.08 |
Amortization of trademarks | |
| 0.36 | |
| 0.65 |
Loss from equity method investments | | | 0.08 | | | 0.24 |
Stock-based compensation and cost of licensee warrants | |
| 0.08 | |
| 0.02 |
Loss on early extinguishment of debt | | | 0.77 | | | — |
Gains on sales of assets and investments | | | — | | | (1.62) |
Asset impairment charges | | | — | | | 0.50 |
Non-GAAP diluted EPS | | $ | (0.37) | | $ | (0.13) |
Non-GAAP weighted average diluted shares | |
| 2,403,639 | |
| 2,349,014 |
The following table is a reconciliation of net (loss) income attributable to Xcel Brands, Inc. stockholders (our most directly comparable financial measure presented in accordance with GAAP) to Adjusted EBITDA:
| | | | | | |
| | Three Months Ended | ||||
| | June 30, | ||||
($ in thousands) |
| 2025 |
| 2024 | ||
Net (loss) income attributable to Xcel Brands, Inc. stockholders | | $ | (3,988) | | $ | 195 |
Interest and finance expense | | | 2,337 | | | 146 |
Accretion of lease liability for exited lease | | | 59 | | | 76 |
Income tax provision (benefit) | | | — | | | — |
State and local franchise taxes | | | 6 | | | 12 |
Depreciation and amortization | | | 899 | | | 1,545 |
Loss from equity method investments | | | 180 | | | 557 |
Asset impairment charges | |
| — | |
| 1,188 |
Stock-based compensation and cost of licensee warrants | |
| 186 | |
| 42 |
Gains on sales of assets and investments | | | — | | | (3,801) |
Costs associated with restructuring of operations | | | 22 | | | — |
Adjusted EBITDA | | $ | (299) | | $ | (40) |
Six months ended June 30, 2025 (the “current six months”) compared with the six months ended June 30, 2024 (the “prior year six months”)
Revenues
Current six months net revenue decreased $2.49 million to $2.65 million from $5.14 million for the prior year six months. This decrease was primarily attributable to the June 30, 2024 divestiture of the Lori Goldstein brand and the loss of the licensing revenues associated with that brand, partially offset by increased licensing revenues generated by our other brands, particularly for the C Wonder brand and the TowerHill by Christie Brinkley brand.
Direct Operating Costs and Expenses
Direct operating costs and expenses decreased approximately $2.90 million, from $7.08 million in the prior year six months to $4.18 million in the current six months. This decrease was primarily attributable to the combination of (i) the 2023 restructuring and transformation of our business operating model, along with additional cost reduction actions taken by management in 2024, which significantly reduced the Company’s payroll, operating, and overhead costs, and (ii) the impact of the employee retention tax credit recognized in the current six months.
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Management has continued to implement additional cost cutting measures throughout 2025 to further optimize the Company’s cost structure. Currently, the Company has reduced its direct operating expenses to an expected run rate of less than $10 million per annum.
Other Operating Costs and Expenses (Income)
Depreciation and amortization expense decreased approximately $1.33 million, from $3.13 million in the prior year six months to $1.80 million in the current six months. This decrease is primarily attributable to the June 30, 2024 divestiture of the Lori Goldstein brand, which included trademarks related to that brand with a net book value of approximately $1.93 million at the time of the divestiture.
We recognized losses related to our equity investments in unconsolidated affiliates (IM Topco, LLC and ORME Live Inc.) of $0.52 million and $1.09 million for the current six months and prior year six months, respectively. The decline in losses is primarily due to the fact that effective January 1, 2025 and April 15, 2025, the Company no longer applies the equity method of accounting to its investments in ORME and IM Topco, respectively.
During the prior year six months we recognized asset impairment charges of $3.48 million related to our exit from and sublease of our office space at 1333 Broadway, of which approximately $3.1 million related to the operating lease right-of-use asset and approximately $0.4 million related to leasehold improvements at that location. There were no similar asset impairment charges recognized during the current six months.
Also during the prior year six months, we recognized a $3.80 million gain on the divestiture of the Lori Goldstein Brand. The consideration received from this transaction was non-cash in nature, and consisted of approximately $6.08 million of relief from certain accrued earn-out payments and the release of contingent obligations under contractual agreements with the buyer. The net book value of the intangible assets sold was approximately $1.93 million, and we also incurred approximately $0.35 million of legal fees in connection with the sale.
Interest and Finance Expense
Interest and finance expense was approximately $2.90 million for the current six months, compared with approximately $0.30 million for the prior year six months. This increase was primarily attributable to the $1.85 million loss on early extinguishment of debt recognized during the current six months as a result of the April 2025 refinancing of our term loan debt.
Income Taxes
The estimated annual effective income tax rate for the current six months and the prior year six months was approximately -0.7% and 0% respectively, resulting in an income tax provision (benefit) of $0.05 million and $0, respectively. The federal statutory rate differed from the effective tax rate due to the recording of a valuation allowance against the benefit that would have otherwise been recognized, as it was considered not more likely than not that the net operating losses generated during each period will be utilized in future periods.
Net Loss Attributable to Xcel Brands, Inc. Stockholders
We had a net loss of $6.79 million for the current six months, compared with a net loss of $6.10 million for the prior year six months, due to the combination of the factors outlined above.
Non-GAAP Net Income (Loss), Non-GAAP Diluted EPS, and Adjusted EBITDA
We had a non-GAAP net loss of approximately $2.27 million, or $(0.95) per diluted share (“non-GAAP diluted EPS”), for the current six months and a non-GAAP net loss of approximately $2.10 million, or $(0.96) per diluted share, for the prior year six months.
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We had Adjusted EBITDA of approximately $(1.00) million for the current six months, compared with approximately $(1.61) million for the prior year six months.
The following table is a reconciliation of net loss attributable to Xcel Brands, Inc. stockholders (our most directly comparable financial measure presented in accordance with GAAP) to non-GAAP net loss:
| | | | | | |
|
| Six Months Ended | ||||
| | June 30, | ||||
($ in thousands) |
| 2025 |
| 2024 | ||
Net loss attributable to Xcel Brands, Inc. stockholders | | $ | (6,785) | | $ | (6,099) |
Amortization of trademarks | |
| 1,751 | |
| 3,039 |
Loss from equity method investments | | | 516 | | | 1,090 |
Stock-based compensation and cost of licensee warrants | |
| 352 | |
| 186 |
Loss on early extinguishment of debt | | | 1,850 | | | — |
Gains on sales of assets and investments | | | — | | | (3,801) |
Asset impairment charges | | | — | | | 3,483 |
Income tax provision | |
| 50 | |
| — |
Non-GAAP net loss | | $ | (2,266) | | $ | (2,102) |
The following table is a reconciliation of diluted loss per share (our most directly comparable financial measure presented in accordance with GAAP) to non-GAAP diluted EPS:
| | | | | | |
| | Six Months Ended | ||||
| | June 30, | ||||
|
| 2025 |
| 2024 | ||
Diluted loss per share | | $ | (2.84) | | $ | (2.78) |
Amortization of trademarks | |
| 0.73 | |
| 1.38 |
Loss from equity method investments | | | 0.22 | | | 0.50 |
Stock-based compensation and cost of licensee warrants | |
| 0.15 | |
| 0.08 |
Loss on early extinguishment of debt | | | 0.77 | | | — |
Gains on sales of assets and investments | | | — | | | (1.73) |
Asset impairment charges | | | — | | | 1.59 |
Income tax provision | | | 0.02 | | | — |
Non-GAAP diluted EPS | | $ | (0.95) | | $ | (0.96) |
Non-GAAP weighted average diluted shares | |
| 2,388,694 | |
| 2,193,206 |
The following table is a reconciliation of net loss attributable to Xcel Brands, Inc. stockholders (our most directly comparable financial measure presented in accordance with GAAP) to Adjusted EBITDA:
| | | | | | |
| | Six Months Ended | ||||
| | June 30, | ||||
($ in thousands) |
| 2025 |
| 2024 | ||
Net loss attributable to Xcel Brands, Inc. stockholders | | $ | (6,785) | | $ | (6,099) |
Interest and finance expense | |
| 2,897 | |
| 296 |
Accretion of lease liability for exited lease | | | 120 | | | 76 |
Income tax provision | |
| 50 | |
| — |
State and local franchise taxes | |
| 14 | |
| 24 |
Depreciation and amortization | |
| 1,799 | |
| 3,134 |
Loss from equity method investments | | | 516 | | | 1,090 |
Asset impairment charges | |
| — | |
| 3,483 |
Stock-based compensation and cost of licensee warrants | |
| 352 | |
| 186 |
Gains on sales of assets and investments | | | — | | | (3,801) |
Costs associated with restructuring of operations | | | 39 | | | — |
Adjusted EBITDA | | $ | (998) | | $ | (1,611) |
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Liquidity and Capital Resources
General
As of June 30, 2025 and December 31, 2024, our unrestricted cash and cash equivalents were approximately $1.0 million and $1.3 million, respectively.
Restricted cash at June 30, 2025 consisted of $0.7 million of cash deposited as collateral for a standby letter of credit associated with a real estate lease and $1.0 million of cash deposited in a bank account to satisfy a liquidity covenant in the Company’s term loan debt agreement. Restricted cash at December 31, 2024 consisted of $0.7 million of cash deposited as collateral for a standby letter of credit associated with a real estate lease.
Our principal capital requirements have generally been to fund working capital needs and acquire new brands. Our current “licensing plus” operating model is a working capital light business model, and generally does not require material capital expenditures. As of June 30, 2025, we have no significant commitments for future capital expenditures.
On August 4, 2025, the Company completed a best-efforts public offering of 2,181,818 shares of its common stock at a price to the public of $1.10 per share. Simultaneously with completing such offering, the Company sold to Robert W. D’Loren, Chairman and Chief Executive Officer of the Company, and Mark DiSanto, a Director of the Company, 82,159 and 60,883 shares of common stock, respectively, at a price of $1.38 per share pursuant to subscription agreements entered into on August 1, 2025. The aggregate net proceeds to the Company from the sale of the shares sold in the best-efforts public offering and the private placement (after deducting the placement agent fees and other estimated offering expenses) were approximately $2.0 million.
Working Capital
We had working capital (current assets less current liabilities, excluding the current portions of lease obligations, deferred revenue, and any contingent obligations payable in shares or via other non-cash means) of approximately $0.70 million as of June 30, 2025. We had working capital of approximately $0.76 million as of December 31, 2024.
Going Concern
The accompanying unaudited condensed consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As of June 30, 2025, we have incurred recurring losses, a history of cash flows used in operating activities, and an accumulated deficit. While we have undertaken significant restructuring efforts during 2023 and 2024, and have implemented additional measures during 2025 to further optimize its cost structure, management has determined that, absent additional funding, there is substantial doubt about the Company’s ability to meet its financial obligations as they become due within twelve months from the date these accompanying unaudited condensed consolidated financial statements are issued.
In April 2025, we restructured our outstanding debt and received net proceeds from financing activities. In August 2025, we closed on a public offering and private placement of our common stock, which provided us with additional net proceeds. While these transactions have significantly improved our liquidity position, the proceeds received may still be insufficient to fully address our liquidity needs.
These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management intends to continue exploring strategic financing alternatives and operational efficiencies to improve liquidity. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.
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Commentary on the components of our cash flows for the current six months as compared with the prior year six months is set forth below.
Operating Activities
Net cash used in operating activities was approximately $3.80 million in the current six months, compared with approximately $2.88 million in the prior year six months.
The current six months net cash used in operating activities was primarily attributable to the combination of the net loss of $(6.79) million plus non-cash items of approximately $4.77 million and the net change in operating assets and liabilities of approximately $(1.78) million. Non-cash items were primarily comprised of $0.52 million of losses related to our equity method investments, $1.85 million from the loss on early extinguishment of debt, $1.80 million of depreciation and amortization expense, and $0.37 million of various non-cash interest expenses. The net change in operating assets and liabilities was primarily comprised of (i) approximately $(1.56) million of payments of accounts payable, accrued expenses, accrued income taxes payable, and other current liabilities, plus (ii) a decrease in deferred revenue of $(0.50) million.
The prior year six months net cash used in operating activities was primarily attributable to the combination of the net loss of $(6.18) million plus non-cash items of approximately $4.10 million and the net change in operating assets and liabilities of approximately $(0.80) million. Non-cash items were primarily comprised of approximately $3.48 million of asset impairment charges, $3.13 million of depreciation and amortization, and our $1.09 million undistributed proportional share of net losses from equity method investees, partially offset by a $(3.80) million gain on the divestiture of the Lori Goldstein Brand. The net change in operating assets and liabilities was primarily comprised of (i) a decrease in various operating liabilities of $(0.56) million, (ii) a decrease in lease-related assets and liabilities of $(0.63) million, and (iii) an increase in other long-term liabilities of $0.39 million.
Investing Activities
Net cash used in investing activities in the current six months was comprised of purchases of equipment totaling approximately $0.01 million. Net cash used in investing activities in the prior year six months was comprised of purchases of furniture and fixtures totaling approximately $0.10 million
Financing Activities
Net cash provided by financing activities in the current quarter was primarily attributable to $2.05 million of proceeds received from the delayed draw portion of the Company’s December 2024 term loan agreement, and $3.62 million of proceeds received from the Company’s April 2025 refinancing of its term loan debt (as described in more detail below). This was partially offset by $0.53 million of deferred finance costs paid in connection with the April 2025 refinancing, and $0.50 million of principal payments made on the Company’s term loan debt.
Net cash provided by financing activities in the prior year six months was $1.90 million, attributable to the net proceeds received from the March 2024 public offering and private placement transactions in which the Company issued an aggregate of 357,889 shares of common stock along with warrants exercisable for an additional 18,293 shares of common stock. This was partially offset by $0.25 million of scheduled principal payments made on our term loan debt.
April 2025 Debt Refinancing
On April 21, 2025, the Company and its lenders and FEAC Agent, LLC entered into an amendment of the December 12, 2024 loan and security agreement, which provided for $1.5 million repayment of the $3.95 million Term Loan A and an additional Term Loan B in the amount of $5.12 million. The term loans outstanding after giving effect to the April 21, 2025 amendment and the application of the proceeds of the additional Term Loan B are as follows: (1) Term Loan A in the amount of $4.50 million, and (2) Term Loan B in the amount of $9.12 million. The proceeds from the additional Term Loan B were used to repay a portion of Term Loan A, as well as to pay fees, costs, and expenses incurred in connection with entering into the April 21, 2025 amendment, and the balance will be used for working capital purposes.
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In connection with the April 21, 2025 amendment and refinancing transaction, UTG Capital, Inc., a Delaware corporation (“UTG”), purchased a 100% undivided, participation interest in Term Loan B for a purchase price of $9.12 million. Also in connection with this refinancing transaction, IPX’s participation in Term Loan B was repaid and IPX purchased a $0.50 million undivided, last-out, subordinated participation interest in Term Loan A.
On May 15, 2025, the Company repaid $0.50 million of the outstanding principal amount of Term Loan A.
Principal on the Term Loan A is payable on a pro rata basis in quarterly installments of $250,000 on each of March 31, June 30, September 30, and December 31 of each year, commencing on March 31, 2026, with the unpaid balance due on the maturity date of December 12, 2028. Principal on the Term Loan B is payable on the maturity date of December 12, 2028.
From and after April 21, 2025, interest on each Term Loan A accrues at an annual rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York for an interest period equal to three months, subject to a 2.0% floor, plus 8.5%. From and after April 21, 2025, interest on each Term Loan B accrues at an annual rate equal to the secured overnight financing rate as administered by the Federal Reserve Bank of New York for an interest period equal to three months, subject to a 2.0% floor, plus 6.5%. From and after April 21, 2025 through March 31, 2027, interest on the Term Loan B will be paid in-kind by being capitalized and added to the principal amount of the Term Loan B at the end of each calendar month.
The Term Loans are guaranteed by certain direct and indirect subsidiaries of the Company, and are secured by all of the assets of the Company and such subsidiaries. The April 21, 2025 amendment contains various customary financial covenants and reporting requirements, as specified and defined therein; the Company is currently in compliance with all applicable covenants.
Other Factors
We continue to seek to expand and diversify the types of licensed products being produced under our brands. We plan to continue to diversify the distribution channels and product categories within which licensed products are sold, in an effort to reduce dependence on any particular retailer, consumer, or market sector within each of our brands. The Halston brand, C Wonder brand, TowerHill by Christie Brinkley brand, and the LB70 by Lloyd Boston brand, which together currently represent a majority of our revenues, have a core business in fashion apparel and accessories. Our other brands – including the Judith Ripka brand, which is a fine jewelry brand; the Longaberger brand, which focuses on home good products; GemmaMade and Mesa Mia, which focus on cooking and baking related products; and Trust, Respect, Love, which focuses on pet-related products – help to diversify our industry focus while at the same time complement our business operations and relationships.
While the 2022 sale of a majority interest in the Isaac Mizrahi brand and the 2024 divestiture of the LOGO by Lori Goldstein brand resulted in significant decreases in our licensing revenues, we have taken and continue to take actions to replace those revenues with new strategic business initiatives, as we concentrate our resources on growing our brands, launching new brands, and entering into new business partnerships. We continue to seek new opportunities, including expansion through interactive television, live streaming, and additional domestic and international licensing arrangements, and acquiring and collaborating with additional brands, including the TowerHill by Christie Brinkley brand and LB70 by Lloyd Boston brand, both of which launched in 2024. We plan to launch four new brands over the next 12 to 15 months, including Trust, Respect, Love by Cesar Millan, GemmaMade, and Mesa Mia in Fall 2025, and a new co-branded collaboration with Coco Rocha in Fall 2026.
During 2023 and throughout 2024, we have restructured our business operations into a leaner, more focused “licensing plus” business model. We have entered into structured contractual arrangements with best-in-class business partners in order to more efficiently operate our former wholesale and e-commerce businesses while reducing and better managing our exposure to operating risks, and taken additional actions to generate cost savings. Based on all of these actions taken to date, plus additional measures implemented during the current year to further optimize the Company’s cost structure, the Company’s direct operating costs on an annualized basis have been reduced from approximately $8 million per quarter
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under our previous operating model to less than $2.5 million per quarter on a going-forward basis. This represents more than $22 million of cost savings on an annualized basis compared to our cost structure in 2022.
In April 2025, we restructured our outstanding term debt and received additional net proceeds, which improved our liquidity position. The higher outstanding principal balance under our refinanced term loan debt will result in higher interest payments over the term of the debt, although a substantial portion of that interest will be paid in-kind through March 2027 by being capitalized and added to the principal amount of the debt.
Nonetheless, we continue to face a number of headwinds in the current macroeconomic environment. Poor economic and market conditions, including the impacts of inflation and rising consumer debt levels, may negatively impact market sentiment, decreasing the demand for apparel, footwear, accessories, fine jewelry, home goods, and other consumer products, which would adversely affect our operating income and results of operations. If we are unable to take effective measures in a timely manner to mitigate the impact of inflation and/or a potential recession, our business, financial condition, and results of operations could be adversely affected.
Our long-term success, however, will still remain largely dependent on our ability to build and maintain our brands’ awareness and continue to attract wholesale and direct-to-consumer customers, and contract with and retain key licensees and business partners, as well as our and our licensees’ ability to accurately predict upcoming fashion and design trends within their respective customer bases and fulfill the product requirements of the particular retail channels within the global marketplace. Unanticipated changes in consumer fashion preferences and purchasing patterns, slowdowns in the U.S. economy, changes in the prices of supplies, consolidation of retail establishments, and other factors noted in Item 1A of our most recent Annual Report on Form 10-K could adversely affect our licensees’ ability to meet and/or exceed their contractual commitments to us and thereby adversely affect our future operating results.
Off-Balance Sheet Arrangements
We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, results of operations, or liquidity.
Critical Accounting Policies and Estimates
The preparation of our unaudited condensed consolidated financial statements in conformity with GAAP requires management to exercise judgment. We exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of our assets and liabilities, our recognition of revenues and expenses, and disclosure of commitments and contingencies at the date of the financial statements. We evaluate our estimates and judgments on an on-going basis. We base our estimates and judgments on a variety of factors, including our historical experience, knowledge of our business and industry, and current and expected economic conditions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. We periodically re-evaluate our estimates and assumptions with respect to these judgments and modify our approach when circumstances indicate that modifications are necessary. While we believe that the factors we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Because the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates.
Please refer to our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on May 28, 2025, for a discussion of our critical accounting policies and estimates. During the three months ended June 30, 2025, there were no material changes to our critical accounting policies or estimates.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable to smaller reporting companies.
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ITEM 4. CONTROLS AND PROCEDURES
A. EVALUATION OF DISCLOSURE CONTROLS AND PROCEDURES:
Our management, under the supervision and with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) as of June 30, 2025, the end of the period covered by this report. Based on, and as of the date of such evaluation, the Chief Executive Officer and the Chief Financial Officer have concluded that our disclosure controls and procedures were not effective as of June 30, 2025, due to the material weakness described below.
The basis for the conclusion that such internal control was ineffective principally included consideration of the fact that the Company was unable to file its Annual Report on Form 10-K for the year ended December 31, 2024 and Quarterly Report on Form 10-Q for the quarter ended March 31, 2025 within the time specified in SEC rules and forms, as management did not maintain appropriately designed entity-level controls impacting Information and Communication and Monitoring, related to a material asset. The Company is dependent on a third party to report financial information related to an investment in an unconsolidated affiliate. The timing of the receipt of information from the third party did not permit adequate time to meet SEC deadlines for the Company’s required filings.
In response to the material weaknesses noted above, the Company’s management began to take actions to remediate the identified material weaknesses in internal control over financial reporting during the fiscal year ended December 31, 2025.
B. CHANGES IN INTERNAL CONTROL OVER FINANCIAL REPORTING:
There have not been any changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter ended June 30, 2025 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
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PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
From time to time, the Company becomes involved in legal claims and litigation in the ordinary course of business. The Company routinely assesses all its litigation and threatened litigation as to the probability of ultimately incurring a liability, and records its best estimate of the ultimate loss in situations where it assesses the likelihood of loss as probable. In the opinion of management, based on consultations with legal counsel, the disposition of litigation currently pending against the Company is unlikely to have, individually or in the aggregate, a materially adverse effect on the Company’s business, financial position, results of operations, or cash flows.
ITEM 1A. RISK FACTORS
We operate in a highly competitive industry that involves numerous known and unknown risks and uncertainties that could impact our operations. The risks described in Part I, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2024 are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our financial condition and/or operating results.
ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS |
None.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
ITEM 6. EXHIBITS
The following exhibits are filed herewith:
|
31.1 Rule 13a-14(a)/15d-14(a) Certification (CEO) |
31.2 Rule 13a-14(a)/15d-14(a) Certification (CFO) |
32.1 Section 1350 Certification (CEO) * |
32.2 Section 1350 Certification (CFO) * |
101.INS Inline XBRL Instance Document |
101.SCH Inline XBRL Taxonomy Extension Schema Document |
101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document |
101.DEF Inline XBRL Taxonomy Extension Definitions Linkbase Document |
101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document |
101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document |
104 Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101) |
* Furnished herewith.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: August 14, 2025 | By: | /s/ Robert W. D’Loren |
|
| Name: Robert W. D’Loren |
|
| Title: Chairman and Chief Executive Officer |
|
|
|
| By: | /s/ James F. Haran |
|
| Name: James F. Haran |
|
| Title: Chief Financial Officer and Vice President |
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