XCel Brands, Inc. 10-K

Item 8. Financial Statements and Supplementary Data ​ ​ ​ ​ Page ​ ​ ​ Report of Independent Registered Public Accounting Firm (PCAOB ID: 688 ) ​ 52 Consolidated Balance Sheets ​ 55 Consolidated Statements of Operations ​ 56 Consolidated Statements of Stockholders’ Equity ​ 57 Consolidated Statements of Cash Flows ​ 58 Notes to Consolidated Financial Statements ​ 59 ​ ​ 51 Table of Contents REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Xcel Brands, Inc. and Subsidiaries Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Xcel Brands, Inc. and Subsidiaries (collectively, the “Company”) as of December 31, 2023 and 2022, the related consolidated statements of operations, stockholders’ equity and cash flows for each of the two years in the period ended December 31, 2023, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2023 and 2022, and the results of its operations and its cash flows for each of the two years in the period ended December 31, 2023, in conformity with accounting principles generally accepted in the United States of America. ​ Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB") and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. ​ Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. ​ Liquidity and Management’s Plans Critical Audit Matter Description As described further in Note 1 to the financial statements, the Company has incurred recurring losses from operations, has used net cash in operating activities, and has an accumulated deficit. The ability of the Company to continue as a going concern is dependent on executing its business plans and meeting its obligations as they come due within the next twelve months from the filing date of this Annual Report on Form 10-K. Accordingly, the Company has determined that these factors raise uncertainty as to the Company’s ability to continue as a going concern. However, management has 52 Table of Contents implemented plans which are expected to mitigate these conditions or events, and therefore, has concluded that such conditions or events have been alleviated. How the Critical Audit Matter was Addressed in the Audit We determined the Company’s ability to continue as a going concern is a critical audit matter due to the estimation and uncertainty regarding the Company’s available capital and the risk of bias in management’s judgments and assumptions in their determination. Our audit procedures related to considering whether the results of our audit procedures, when considered in the aggregate, indicate that there could be uncertainty about the Company’s ability to continue as a going concern for a reasonable period of time, obtaining information about management’s plans that are intended to mitigate the effect of such conditions or events, and assessing the likelihood that such plans can be effectively implemented, included the following, among others: ● We reviewed the Company’s assessment and conclusions regarding their ability to generate cashflows for at least twelve months from the filing date of this Annual Report on Form 10-K. ● We inquired of Company management and reviewed Company records to assess whether there are additional factors that contribute to the uncertainties disclosed. ● We assessed whether the Company’s determination that there are factors that raise such uncertainties about its ability to continue as a going concern, were adequately disclosed in the financial statements. ● We reviewed and evaluated management's plans for alleviating such conditions and uncertainties and considered whether it is likely that these conditions and uncertainties would be mitigated for a reasonable period and that such plans can be effectively implemented. ● We performed testing procedures such as reviewing; prospective financial information for the twelve-month period beginning with the filing date of this Annual Report on Form 10-K, actual operating performance for periods after December 31, 2023, other events and transactions occurring after December 31, 2023, implemented reductions in operating expenses, plans for further reductions to support expected cashflows, and implemented changes in the business. ● We performed sensitivity analysis of management's forecasts and key assumptions used in developing their prospective financial information. Finite-Lived Trademarks and Other Intangible Assets Critical Audit Matter Description As described further in Note 4 to the financial statements, the carrying amount of finite-lived trademarks and other intangible assets was $41.5 million as of December 31, 2023. Under the applicable accounting guidance, these assets shall be tested for recoverability whenever events or changes in circumstances indicate that carrying amounts may not be recoverable. Management has concluded that these assets are not impaired as of December 31, 2023. ​ How the Critical Audit Matter was Addressed in the Audit We determined the Company’s ability to assess if their finite-lived trademarks and other intangible assets are impaired is a critical audit matter due to the estimation and uncertainty regarding the Company’s ability to generate sufficient undiscounted cash flows, to be in excess of the carrying amounts of these assets. ​ The Company evaluates its finite-lived trademarks and other intangible assets for impairment when events are triggered by economic conditions. These events require the Company to compare the carrying values to the undiscounted cash flows from the operation and eventual disposition of these assets over their estimated useful lives (“undiscounted cash flows”). 53 Table of Contents If the carrying value of any of these assets is considered to be impaired, as described above, the amount of the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. Auditing the Company’s finite-lived trademarks and other intangible assets for impairment is complex and subjective due to the significant estimation required to determine the forecasted undiscounted cash flows used in the Company’s evaluation. Specifically, the forecasted undiscounted cash flows are sensitive to significant assumptions such as revenue growth rates, including the terminal growth rates, margins, and expenses over the estimated useful lives of these assets, all of which are affected by expected future market or economic conditions, and other factors. ​ The primary procedures we performed to address this critical audit matter included the following, among others: ● We evaluated management’s assessment of events and changes in circumstances, which required a more detailed evaluation of undiscounted cash flows. ● We obtained management’s forecasts of undiscounted cash flows, and assumptions utilized in developing such forecasts. ● We evaluated management’s forecasts and key assumptions utilized to arrive at undiscounted cash flows. ● We performed sensitivity analysis of management’s forecasts and key assumptions used to arrive at undiscounted cash flows. ● We compared undiscounted cash flows to the carrying amounts of the respective assets and determined in all cases that undiscounted cash flows exceeded the carrying amounts. ​ ​ /s/ Marcum LLP Marcum LLP We have served as the Company’s auditor since 2021. New York, NY April 18, 2024 ​ 54 Table of Contents ​ Xcel Brands, Inc. and Subsidiaries Consolidated Balance Sheets (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, 2023 December 31, 2022 Assets ​ ​ Current Assets: ​ ​ Cash and cash equivalents ​ $ 2,998 ​ $ 4,608 Accounts receivable, net ​ 3,454 ​ 5,110 Inventory ​ 453 ​ 2,845 Prepaid expenses and other current assets ​ 398 ​ 1,457 Total current assets ​ 7,303 ​ 14,020 Non-current Assets: ​ ​ ​ ​ ​ ​ Property and equipment, net ​ 634 ​ 1,418 Operating lease right-of-use assets ​ ​ 4,453 ​ ​ 5,420 Trademarks and other intangibles, net ​ 41,520 ​ 47,665 Equity method investment in IM Topco, LLC ​ ​ 17,585 ​ ​ 19,195 Deferred tax assets, net ​ ​ — ​ ​ 1,107 Other assets ​ 165 ​ 110 Total non-current assets ​ 64,357 ​ 74,915 ​ ​ ​ ​ ​ ​ ​ Total Assets ​ $ 71,660 ​ $ 88,935 ​ ​ ​ ​ ​ ​ ​ Liabilities and Stockholders' Equity ​ ​ Current Liabilities: ​ ​ Accounts payable, accrued expenses and other current liabilities ​ $ 2,127 ​ $ 3,870 Deferred revenue ​ 889 ​ 88 Accrued income taxes payable ​ ​ 372 ​ ​ 568 Accrued payroll ​ 109 ​ 416 Current portion of operating lease obligations ​ ​ 1,258 ​ ​ 1,376 Current portion of long-term debt ​ 750 ​ — Current portion of contingent obligation ​ 964 ​ 243 Total current liabilities ​ 6,469 ​ 6,561 Long-Term Liabilities: ​ ​ Long-term portion of operating lease obligations ​ ​ 4,021 ​ ​ 5,839 Deferred revenue ​ ​ 3,556 ​ ​ — Long-term debt, net, less current portion ​ 3,971 ​ — Long-term portion of contingent obligation ​ ​ 5,432 ​ ​ 6,396 Other long-term liabilities ​ 40 ​ — Total long-term liabilities ​ 17,020 ​ 12,235 Total Liabilities ​ 23,489 ​ 18,796 ​ ​ ​ ​ ​ ​ ​ Commitments and Contingencies ​ ​ ​ ​ ​ ​ ​ ​ ​ Stockholders' Equity: ​ ​ Preferred stock, $ .001 par value, 1,000,000 shares authorized, none issued and outstanding ​ — ​ — Common stock, $ .001 par value, 50,000,000 shares authorized, and 19,795,053 and 19,624,860 shares issued and outstanding at December 31, 2023 and 2022, respectively ​ 20 ​ 20 Paid-in capital ​ 103,861 ​ 103,592 Accumulated deficit ​ ( 53,849 ) ​ ( 32,797 ) Total Xcel Brands, Inc. stockholders' equity ​ 50,032 ​ 70,815 Noncontrolling interest ​ ​ ( 1,861 ) ​ ​ ( 676 ) Total Stockholders' Equity ​ 48,171 ​ 70,139 ​ ​ ​ ​ ​ ​ ​ Total Liabilities and Stockholders' Equity ​ $ 71,660 ​ $ 88,935 ​ See accompanying Notes to Consolidated Financial Statements. ​ 55 Table of Contents Xcel Brands, Inc. and Subsidiaries Consolidated Statements of Operations (in thousands, except share and per share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended ​ ​ December 31, ​ ​ 2023 2022 Revenue ​ ​ ​ Net licensing revenue ​ $ 9,156 ​ $ 14,737 Net sales ​ 8,599 ​ 11,044 Net revenue ​ 17,755 ​ 25,781 Cost of goods sold ​ 6,918 ​ 7,980 Gross profit ​ 10,837 ​ 17,801 ​ ​ ​ ​ ​ ​ ​ Direct operating costs and expenses ​ ​ Salaries, benefits and employment taxes ​ 9,910 ​ 16,802 Other selling, general and administrative expenses ​ 13,361 ​ 16,280 Total direct operating costs and expenses ​ 23,271 ​ 33,082 ​ ​ ​ ​ ​ ​ ​ Other operating costs and expenses (income) ​ ​ ​ ​ ​ ​ Depreciation and amortization ​ ​ 6,954 ​ ​ 7,263 Gain on sale of majority interest in Isaac Mizrahi brand ​ ​ — ​ ​ ( 20,586 ) Loss from equity method investment ​ ​ 2,060 ​ ​ 1,202 Gain on sale of limited partner ownership interest ​ ​ ( 359 ) ​ ​ — Gain on settlement of lease liability ​ ​ ( 445 ) ​ ​ — Gain on reduction of contingent obligation ​ ​ — ​ ​ ( 900 ) ​ ​ ​ ​ ​ ​ ​ Operating loss ​ ( 20,644 ) ​ ( 2,260 ) ​ ​ ​ ​ ​ ​ ​ Interest and finance expense ​ ​ Interest expense ​ 113 ​ 1,187 Other interest and finance charges, net ​ 268 ​ 16 Loss on early extinguishment of debt ​ ​ — ​ ​ 2,324 Total interest and finance expense ​ 381 ​ 3,527 ​ ​ ​ ​ ​ ​ ​ Loss before income taxes ​ ( 21,025 ) ​ ( 5,787 ) ​ ​ ​ ​ ​ ​ ​ Income tax provision (benefit) ​ 1,212 ​ ( 431 ) ​ ​ ​ ​ ​ ​ ​ Net loss ​ ​ ( 22,237 ) ​ ​ ( 5,356 ) Net loss attributable to noncontrolling interest ​ ​ ( 1,185 ) ​ ​ ( 1,338 ) Net loss attributable to Xcel Brands, Inc. stockholders ​ $ ( 21,052 ) ​ $ ( 4,018 ) ​ ​ ​ ​ ​ ​ ​ Loss per common share attributable to Xcel Brands, Inc. stockholders: ​ ​ Basic and diluted net loss per share ​ $ ( 1.07 ) ​ $ ( 0.20 ) Weighted average number of common shares outstanding: ​ ​ Basic and diluted weighted average common shares outstanding ​ 19,711,637 ​ 19,624,669 ​ ​ See accompanying Notes to Consolidated Financial Statements. ​ 56 Table of Contents Xcel Brands, Inc. and Subsidiaries Consolidated Statements of Stockholders’ Equity (in thousands, except share data) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Xcel Brands, Inc. Stockholders ​ ​ ​ ​ ​ ​ ​ ​ Common Stock ​ Paid-in ​ Accumulated ​ Noncontrolling ​ ​ ​ ​ Shares Amount Capital Deficit Interest Total Balance as of January 1, 2022 19,571,119 ​ 20 ​ ​ 103,039 ​ ​ ( 28,779 ) ​ ​ 662 ​ 74,942 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Compensation expense related to stock options and restricted stock — ​ — ​ 534 ​ — ​ — ​ ​ 534 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to executive in connection with stock grants for bonus payments ​ 178,727 ​ ​ — ​ ​ 281 ​ ​ — ​ ​ — ​ ​ 281 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares repurchased from executive in exchange for withholding taxes ​ ( 53,882 ) ​ ​ — ​ ​ ( 85 ) ​ ​ — ​ ​ — ​ ​ ( 85 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to directors in connection with restricted stock grants ​ 50,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to consultants in connection with stock grants ​ 20,064 ​ ​ — ​ ​ 33 ​ ​ — ​ ​ — ​ ​ 33 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to consultant in connection with sale transaction (see Note 3 and Note 7) ​ 65,275 ​ ​ — ​ ​ 97 ​ ​ — ​ ​ — ​ ​ 97 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to key employee in connection with stock grant ​ 33,557 ​ ​ — ​ 50 ​ — ​ — ​ ​ 50 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares repurchased from key employee in exchange for withholding taxes related to vesting of restricted shares ( 240,000 ) ​ — ​ ( 357 ) ​ — ​ — ​ ​ ( 357 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss for the year ended December 31, 2022 — ​ — ​ — ​ ( 4,018 ) ​ ( 1,338 ) ​ ​ ( 5,356 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2022 19,624,860 ​ 20 ​ 103,592 ​ ( 32,797 ) ​ ( 676 ) ​ 70,139 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Compensation expense related to stock options and restricted stock — ​ — ​ 161 ​ — ​ — ​ 161 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Contra-revenue related to warrants granted to licensee ​ — ​ ​ — ​ ​ 26 ​ ​ — ​ ​ — ​ ​ 26 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to directors in connection with restricted stock grants ​ 40,000 ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Forfeitures of restricted stock grants ​ ( 5,000 ) ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to consultant in connection with stock grants ​ 66,668 ​ ​ — ​ ​ 45 ​ ​ — ​ — ​ 45 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued to employee in connection with stock grant ​ 7,300 ​ ​ — ​ ​ 10 ​ ​ — ​ ​ — ​ 10 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares issued on exercises of stock options, net of shares surrendered for cashless exercises ​ 61,225 ​ ​ — ​ ​ 27 ​ ​ — ​ ​ — ​ ​ 27 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Net loss for the year ended December 31, 2023 — ​ — ​ — ​ ( 21,052 ) ​ ( 1,185 ) ​ ( 22,237 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Balance as of December 31, 2023 19,795,053 ​ $ 20 ​ $ 103,861 ​ $ ( 53,849 ) ​ $ ( 1,861 ) ​ $ 48,171 ​ ​ See accompanying Notes to Consolidated Financial Statements. ​ 57 Table of Contents Xcel Brands, Inc. and Subsidiaries Consolidated Statements of Cash Flows (in thousands) ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ For the Year Ended December 31, ​ 2023 2022 Cash flows from operating activities ​ ​ Net loss ​ $ ( 22,237 ) ​ $ ( 5,356 ) Adjustments to reconcile net loss to net cash used in operating activities: ​ ​ ​ Depreciation and amortization expense ​ 6,954 ​ 7,263 Asset impairment charges ​ 100 ​ 274 Amortization of deferred finance costs included in interest expense ​ 22 ​ 156 Stock-based compensation and cost of licensee warrants ​ 242 ​ 620 Provision for credit losses ​ ​ 787 ​ ​ 413 Undistributed proportional share of net loss of equity method investee ​ ​ 2,060 ​ ​ 1,202 Loss on early extinguishment of debt ​ ​ — ​ ​ 2,324 Deferred income tax provision (benefit) ​ 1,107 ​ ( 965 ) Gain on sale of majority interest in Isaac Mizrahi brand ​ ​ — ​ ​ ( 20,586 ) Gain on sale of limited partner ownership interest ​ ​ ( 359 ) ​ ​ — Gain on settlement of lease liability ​ ​ ( 445 ) ​ ​ — Gain on reduction of contingent obligation ​ ​ — ​ ​ ( 900 ) Changes in operating assets and liabilities: ​ ​ ​ ​ Accounts receivable ​ 869 ​ 2,117 Inventory ​ 2,391 ​ 530 Prepaid expenses and other current and non-current assets ​ 1,034 ​ 566 Deferred revenue ​ ​ 4,356 ​ ​ 54 Accounts payable, accrued expenses, accrued payroll, accrued income taxes payable, and other current liabilities ​ ( 2,936 ) ​ ( 1,426 ) Lease-related assets and liabilities ​ ​ ( 525 ) ​ ​ ( 244 ) Other liabilities ​ 35 ​ ( 224 ) Net cash used in operating activities ​ ( 6,545 ) ​ ( 14,182 ) ​ ​ ​ ​ ​ ​ ​ Cash flows from investing activities ​ ​ Net proceeds from sale of majority interest in Isaac Mizrahi brand ​ ​ — ​ ​ 45,386 Capital contribution to equity method investees ​ ​ ( 150 ) ​ ​ ( 600 ) Net proceeds from sale of assets ​ ​ 459 ​ ​ — Purchase of property and equipment ​ ( 100 ) ​ ( 265 ) Net cash provided by investing activities ​ 209 ​ 44,521 ​ ​ ​ ​ ​ ​ ​ Cash flows from financing activities ​ ​ Proceeds from exercise of stock options ​ ​ 27 ​ ​ — Shares repurchased including vested restricted stock in exchange for withholding taxes ​ ​ — ​ ( 442 ) Proceeds from long-term debt ​ ​ 5,000 ​ ​ — Payment of deferred finance costs ​ ( 301 ) ​ — Payment of long-term debt ​ — ​ ( 29,000 ) Payment of prepayment, breakage and other fees associated with early extinguishment of long-term debt ​ ​ — ​ ​ ( 1,511 ) Net cash provided by (used in) financing activities ​ 4,726 ​ ( 30,953 ) ​ ​ ​ ​ ​ ​ ​ Net decrease in cash and cash equivalents ​ ( 1,610 ) ​ ( 614 ) ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at beginning of year ​ ​ 4,608 ​ ​ 5,222 ​ ​ ​ ​ ​ ​ ​ Cash and cash equivalents at end of year ​ $ 2,998 ​ $ 4,608 ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of non-cash activities: ​ ​ ​ ​ ​ ​ Liability for equity-based bonuses and other equity-based payments ​ $ — ​ $ ( 283 ) ​ ​ ​ ​ ​ ​ ​ Supplemental disclosure of cash flow information: ​ ​ Cash paid during the period for interest ​ $ 56 ​ $ 1,032 Cash paid during the period for income taxes ​ $ 99 ​ $ — ​ ​ See accompanying Notes to Consolidated Financial Statements. ​ ​ 58 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 1. Nature of Operations, Background, and Basis of Presentation Xcel Brands, Inc. (“Xcel” and, together with its subsidiaries, 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. Currently, the Company’s brand portfolio consists of the LOGO by Lori Goldstein brand (the “Lori Goldstein Brand”), the Halston brands (the “Halston Brand”), the Judith Ripka brands (the "Ripka Brand"), the C Wonder brands (the “C Wonder Brand”), the Longaberger brand (the “Longaberger Brand”), the Isaac Mizrahi brands (the “Isaac Mizrahi Brand”), the TowerHill by Christie Brinkley brand (the “CB Brand”), and other proprietary brands. ● The Lori Goldstein Brand, Halston Brand, Ripka Brand, and C Wonder Brand are wholly owned by the Company. ● The Company manages the Longaberger Brand through its 50 % ownership interest in Longaberger Licensing, LLC; the Company consolidates Longaberger Licensing, LLC and recognizes noncontrolling interest for the remaining ownership interest held by a third party (see Note 3 for additional details). ● The Company wholly owned and managed the Isaac Mizrahi Brand through May 31, 2022. On May 31, 2022, the Company sold to a third party a majority interest in a newly-created subsidiary that was formed to hold the Isaac Mizrahi Brand trademarks, but retained a noncontrolling interest in the brand through a 30 % ownership interest in IM Topco, LLC and continues to participate in the operations of the business; the Company accounts for its interest in IM Topco, LLC using the equity method of accounting (see Note 3 for additional details). ● The CB Brand is a new co-branded collaboration between Xcel and Christie Brinkley, announced in 2023 and planned to launch in 2024. The Company also owns a 30 % interest in ORME Live, Inc. (“ORME”), a short-form video and social commerce marketplace that is planned to launch in 2024. 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 an 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, traditional brick-and-mortar retailers, and e-commerce channels, to be everywhere its customers shop. Prior to 2023, and for a portion of 2023, the Company also engaged in certain wholesale and direct-to-consumer sales of products under its brands. The Company’s wholesale and direct-to-consumer operations are presented as "Net sales" and "Cost of goods sold" in the Consolidated Statements of Operations, separately from the Company’s licensing revenues. Liquidity and Management’s Plans The Company incurred a net loss attributable to Company stockholders of approximately $ 21.1 million and $ 4.0 million during the years ended December 31, 2023 and 2022, respectively (which included non-cash expenses of approximately $ 9.0 million and $ 8.2 million, respectively), and had an accumulated deficit of approximately $ 53.8 million and $ 32.8 million as of December 31, 2023 and 2022, respectively. Net cash used in operating activities was $ 6.5 million in 2023 and $ 14.2 million in 2022. The Company had working capital (current assets less current liabilities, excluding the current portion of lease obligations) of approximately $ 2.1 million and $ 8.8 million as of December 31, 2023 and 2022, respectively. The Company’s cash and cash equivalents were approximately $ 3.0 million and $ 4.6 million as of December 59 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ 31, 2023 and 2022, respectively. The aforementioned factors raise uncertainties about the Company’s ability to continue as a going concern. During the year ended December 31, 2023, management implemented a plan to mitigate an expected shortfall of capital and to support future operations by shifting its business from a wholesale/licensing hybrid model into a “licensing plus” model. In the first quarter of 2023, the Company began to restructure its business operations by entering into new licensing agreements and joint venture arrangements with best-in-class business partners. The Company entered into a new interactive television licensing agreement with America’s Collectibles Network, Inc. d/b/a Jewelry Television (“JTV”) for the Ripka Brand, and a separate license with JTV for the Ripka Brand’s e-commerce business. For apparel, similar transactions were executed. In conjunction with the launch of the C Wonder Brand on HSN, the Company licensed the wholesale operations related to the brand to One Jeanswear Group, LLC (“OJG”); this new license with OJG also includes certain other new celebrity brands that the Company plans to develop and launch in 2024 and beyond. In the second quarter of 2023, the Company entered into a new master license agreement for the Halston Brand, covering men’s, women’s, and children’s apparel, fashion accessories, and other product categories, with an industry-leading wholesale apparel company for distribution through department stores, e-commerce, and other retailers (see Note 5 for details). ​ These restructuring initiatives were substantially completed as of June 30, 2023. Management believes that this evolution of the Company’s operating model will provide the Company with significant cost savings and allow the Company to reduce and better manage its exposure to operating risks. As of December 31, 2023, the Company has reduced payroll costs by approximately $ 6 million and operating expenses (excluding non-recurring charges related to the restructuring) by approximately $ 9 million, on an annualized basis when compared to the corresponding periods in the prior year. Further, in October 2023, the Company entered into a new term loan agreement in the amount of $ 5 million (see Note 6 for details). Subsequent to year end, in January 2024, the Company entered into a sublease of its offices at 1333 Broadway in New York, NY (see Note 12 for details), and in March 2024, the Company issued new shares of common stock for net proceeds of approximately $ 2 million (see Note 12 for details). ​ Based on these recent events and changes, management expects that existing cash and future operating cash flows will be adequate to meet the Company’s operating needs, term debt service obligations, and capital expenditure needs, for at least the twelve months subsequent to the filing date of this Annual Report on Form 10-K; therefore, such conditions and uncertainties with respect to the Company’s ability to continue as a going concern as of December 31, 2023, have been alleviated. ​ 2. Summary of Significant Accounting Policies Principles of Consolidation The consolidated financial statements include the accounts of Xcel, its wholly owned subsidiaries, and entities in which Xcel has a controlling financial interest as of and for the years ended December 31, 2023 (the "Current Year") and 2022 (the "Prior Year"). The consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and in accordance with the accounting rules under Regulation S-X, as promulgated by the Securities and Exchange Commission (“SEC”). All significant intercompany accounts and transactions have been eliminated in consolidation, and net earnings have been adjusted by the portion of operating results of consolidated entities attributable to noncontrolling interests. 60 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ Investments in Unconsolidated Affiliates The Company holds a noncontrolling equity interest in IM Topco, LLC, which was entered into during the Prior Year, and a noncontrolling equity interest in ORME Live, Inc., which was entered into during the Current Year. These investments are accounted for in accordance with ASC Topic 323, “Investments – Equity Method and Joint Ventures,” as the Company has the ability to exercise significant influence over their operating and financial policies of these affiliates, but does not control the affiliates. The Company recognizes its share of the ongoing operating results of these affiliates within other operating costs and expenses (income) in the accompanying consolidated statements of operations. The Company’s investments in unconsolidated affiliates are reviewed for impairment whenever there are indicators that their carrying value may not be recoverable; if a decrease in value of the investment has occurred and such decrease is determined to be other than temporary in nature, the Company shall record an impairment charge to reduce the carrying amount of the investment to its fair value. See Note 3 for additional information related to the Company’s investments in unconsolidated affiliates. Use of Estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation, or set of circumstances that existed at the date of the consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. Accordingly, the actual results could differ significantly from estimates. The Company deems the following items to require significant estimates from management: ● Allowances for credit losses; ● Useful lives of trademarks; ● Assumptions used in the valuation of intangible assets, including cash flow estimates for initial determinations of fair value and/or impairment analysis; and ● Stock-based compensation. Cash and Cash Equivalents All highly liquid investments with original maturities of three months or less are considered to be cash equivalents. Accounts Receivable Accounts receivable are reported net of an allowance for credit losses. As of December 31, 2023 and 2022, the Company had $ 3.5 million and $ 5.1 million, respectively, of accounts receivable, net of allowances of $ 0.8 million and $ 0 , respectively. 61 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ The allowance for credit losses is determined based upon a variety of judgments and factors. Factors considered in determining the allowance include historical collection, write-off experience, and management's assessment of collectibility from customers, including current conditions, reasonable forecasts, and expectations of future collectibility and collection efforts. Management continuously assesses the collectibility of receivables and adjusts estimates based on actual experience and future expectations based on economic indicators. Management also monitors the aging analysis of receivables to determine if there are changes in the collections of accounts receivable. Receivable balances are written-off against the allowance for credit losses when such balances are deemed to be uncollectible. A rollforward of the allowance for credit losses for the Current Year is as follows: ​ ​ ​ ​ ​ ($ in thousands) ​ Balance at December 31, 2022 ​ $ — Credit loss expense ​ 787 Write-offs ​ — Recoveries ​ — Balance at December 31, 2023 ​ $ 787 ​ The Company recognized credit loss expense of $ 0.4 million in the Prior Year, which was related to the bankruptcy of several retail customers due to the 2020 – 2023 coronavirus disease pandemic. The Company wrote-off approximately $ 1.5 million of such customers’ outstanding receivable balances in the Prior Year. ​ Additionally, on October 17, 2023, the Company and one of the licensees managed under the Halston Master License (see Note 5) entered into an amendment of their respective licensing agreement. Under this amendment, the payment terms of the $ 0.76 million outstanding balance due to the Company were changed such that this receivable (and collection thereof) became contractually contingent upon the licensee’s future performance. The licensee is also required to pay interest to the Company on a monthly basis until the outstanding balance is paid in full. The Company recorded a non-cash charge of $ 0.76 million within other selling, general and administrative expenses in the Current Year related to the restructuring of this licensing arrangement, in order to write-down the previously-recorded receivable to zero, which is not included in the credit loss expense and allowance for credit losses amounts set forth above. There is no earned revenue that has been accrued but not billed as of December 31, 2023 and 2022. As of December 31, 2023 and 2022, approximately $ 0.04 million and $ 1.7 million, respectively, of the Company's outstanding receivables were assigned to a third-party agent pursuant to a services agreement entered into during the Prior Year, under which the Company assigned, for purposes of collection only, the right to collect certain specified receivables on the Company's behalf and solely for the Company's benefit. Under such agreement, the Company retains ownership of such assigned receivables, and receives payment from the agent (less certain fees charged by the agent) upon the agent's collection of the receivables from customers. During both the Current Year and Prior Year, the Company paid less than $ 0.1 million in fees to the agent under the aforementioned services agreement. Inventory All of the Company’s inventory consists of finished goods. As of December 31, 2022, inventory was composed of jewelry, wholesale apparel, and home goods. During the Current Year, as a result of the restructuring of its business operating model, the Company sold all of its wholesale apparel inventory and substantially all of its remaining fine jewelry inventory to its new business partners and licensees. Thus, as of December 31, 2023, inventory was primarily composed of home goods and related items for the Longaberger Brand. Inventory is recorded at the lower of cost or net realizable value, with cost determined on a weighted average basis. The Company periodically reviews the composition of its inventories in order to identify obsolete, slow-moving, or otherwise non-saleable items. If non-saleable items are observed and there are no alternate uses for the inventories, the Company 62 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ will record a write-down to net realizable value in the period that the decline in value is first recognized. Write-downs for inventory shrinkage, representing the risk of physical loss of inventory, are estimated based on historical experience and are adjusted based upon physical inventory counts. Property and Equipment Furniture, equipment, and software are stated at cost less accumulated depreciation and amortization, and are depreciated using the straight-line method over their estimated useful lives, generally three (3) to seven (7) years. Depreciation expense for the years ended December 31, 2023 and 2022 was approximately $ 0.8 million and $ 1.1 million, respectively. Leasehold improvements are amortized over the shorter of their estimated useful lives or the terms of the leases. Betterments and improvements are capitalized, while repairs and maintenance are expensed as incurred. Costs to develop or acquire software for internal use incurred during the preliminary project stage and the post implementation stage are expensed, while internal and external costs to acquire or develop software for internal use incurred during the application development stage – including design, configuration, coding, testing, and installation – are generally capitalized. The Company’s long-lived property and equipment assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. To perform such impairment testing, the Company groups assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluates the asset group against the sum of undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value based on a discounted cash flows analysis or appraisals. The inputs utilized in the impairment analysis are classified as Level 3 inputs within the fair value hierarchy as defined in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 820, “Fair Value Measurement.” The Company recognized impairment charges of $ 0.3 million in the Prior Year related to store fixtures purchased for an apparel program with one of the Company’s retail partners. Trademarks and Other Intangible Assets The Company’s finite-lived intangible assets are amortized over their estimated useful lives of three (3) to eighteen (18) years. The Company re-evaluates the remaining useful life of its finite-lived intangible assets on an annual basis, based on consideration of current events and circumstances, the expected use of the asset, and the effects of demand, competition, and other economic factors. No changes were made to the estimated useful lives of intangible assets in the Current Year or Prior Year. The Company’s finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that their carrying value may not be recoverable. To perform such impairment testing, the Company groups assets and liabilities at the lowest level for which identifiable cash flows are largely independent of the cash flows of other assets and liabilities and evaluates the asset group against the sum of undiscounted future cash flows. If the undiscounted cash flows do not indicate the carrying amount of the asset is recoverable, an impairment charge is measured as the amount by which the carrying amount of the asset group exceeds its fair value, based on a discounted cash flows analysis or appraisals. The inputs utilized in the finite-lived intangible assets impairment analysis are classified as Level 3 inputs within the fair value hierarchy as defined in ASC Topic 820. No impairment charges were recorded related to intangible assets for the Current Year or Prior Year. See Note 4 for additional information related to the Company’s trademarks and other intangible assets. 63 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ Deferred Finance Costs The Company incurred costs (primarily professional fees and lender underwriting fees) in connection with borrowings under term loans. These costs have been deferred on the consolidated balance sheet as a reduction to the carrying value of the associated borrowings, and are being amortized as interest expense over the term of the related borrowings using the effective interest method. Contingent Obligations When accounting for asset acquisitions, if any contingent obligations exist and the fair value of the assets acquired is greater than the consideration paid, any contingent obligations are recognized and recorded as the positive difference between the fair value of the assets acquired and the consideration paid for the acquired assets. When accounting for asset acquisitions, if any contingent obligations exist and the fair value of the assets acquired are equal to the consideration paid, any contingent obligations are recognized based upon the Company’s best estimate of the amount that will be paid to settle the liability. Under the applicable accounting guidance, the Company is required to carry such contingent liability balances on its consolidated balance sheet until the measurement period of the earn-out expires and all related contingencies have been resolved. The Company recorded contingent obligations in connection with the purchase of the Halston Heritage trademarks in 2019 and the purchase of the LOGO by Lori Goldstein trademarks in 2021, but no amount has been recorded for the contingent obligation related to the sale of a majority interest in the Isaac Mizrahi Brand in 2022. See Note 9 for additional information related to the Company’s contingent obligations. Revenue Recognition The Company applies the guidance in ASC Topic 606, “Revenue from Contracts with Customers” to recognize revenue. Licensing The Company recognizes revenue continuously over time as it satisfies its continuous obligation of granting access to its licensed intellectual properties, which are deemed symbolic intellectual properties under the applicable revenue accounting guidance. Payments are typically due after sales have occurred and have been reported by the licensees or, where applicable, in accordance with minimum guaranteed payment provisions. The timing of performance obligations is typically consistent with the timing of payments, though there may be differences if contracts provide for advances or significant escalations of contractually guaranteed minimum payments. With the exception of the Halston Master License agreement described in Note 5, there were no such differences that would have a material impact on the Company’s consolidated balance sheets at December 31, 2023 and 2022. In accordance with ASC 606-10-55-65, the Company recognizes net licensing revenue at the later of when (1) the subsequent sale or usage occurs or (2) the performance obligation to which some or all of the sales- or usage-based royalty has been allocated is satisfied (in whole or in part). More specifically, the Company separately identifies: (i) Contracts for which, based on experience, royalties are expected to exceed any applicable minimum guaranteed payments, and to which an output-based measure of progress based on the “right to invoice” practical expedient is applied because the royalties due for each period correlate directly with the value to the customer of the Company’s performance in each period (this approach is identified as “View A” by the FASB Revenue Recognition Transition Resource Group, “TRG”); and 64 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ (ii) Contracts for which revenue is recognized based on minimum guaranteed payments using an appropriate measure of progress, in which minimum guaranteed payments are straight-lined over the term of the contract and recognized ratably based on the passage of time, and to which the royalty recognition constraint to the sales-based royalties in excess of minimum guaranteed is applied and such sales-based royalties are recognized to the distinct period only when the minimum guaranteed is exceeded on a cumulative basis (this approach is identified as “View C” by the TRG). The Company’s unconditional right to receive consideration based on the terms and conditions of licensing contracts is presented as accounts receivable on the accompanying consolidated balance sheets. The Company does not typically perform by transferring goods or services to customers before the customer pays consideration or before payment is due, thus the amounts of contract assets as defined by ASC 606-10-45-3 related to licensing contracts were not material as of December 31, 2023 and 2022. The Company typically does not receive consideration in advance of performance and, consequently, amounts of contract liabilities as defined by ASC 606-10-45-2 related to licensing contracts were not material as of December 31, 2022; however, as of December 31, 2023, the Company has recognized approximately $ 4.4 million of deferred revenue contract liabilities on its consolidated balance sheet related to the Halston Master License agreement (see Note 5). The Company does not disclose the amount attributable to unsatisfied or partially satisfied performance obligations for variable revenue contracts (identified under “View A” above) in accordance with the optional exemption allowed under ASC 606. The Company did not have any revenue recognized in the reporting period from performance obligations satisfied, or partially satisfied, in previous periods. Remaining minimum guaranteed payments for active contracts as of December 31, 2023 are expected to be recognized ratably in accordance with View C over the remaining term of each contract based on the passage of time and through December 2028, subject to renewal or extension upon termination. Wholesale Sales Prior to the restructuring of the Company’s business model and operations in the Current Year, the Company generated a portion of its revenue through the design, sourcing, and sale of branded jewelry and apparel to both domestic and international customers who, in turn, sold the products to the consumer. The Company recognized such revenue within net sales in the accompanying consolidated statements of operations when performance obligations identified under the terms of contracts with its customers were satisfied, which occurred upon the transfer of control of the merchandise in accordance with the contractual terms and conditions of the sale. Shipping to customers was accounted for as a fulfillment activity and was recorded within other selling, general and administrative expenses. Direct-to-Consumer Sales The Company’s revenue associated with its e-commerce jewelry operations and the Longaberger Brand (prior to the restructuring of the Company’s business model and operations in the Current Year) was recognized within net sales in the accompanying consolidated statements of operations at the point in time when product is shipped to the customer. Shipping to customers was accounted for as a fulfillment activity and was recorded within other selling, general and administrative expenses. Advertising Costs All costs associated with production for the Company’s advertising, marketing, and promotion are expensed during the periods when the activities take place. All other advertising costs, such as print and online media, are expensed when the advertisement occurs. The Company incurred approximately $ 1.0 million and $ 2.6 million in advertising and marketing costs for the Current Year and Prior Year, respectively, which are included within other selling, general and administrative expenses in the accompanying consolidated statements of operations. 65 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ Leases The Company determines if an arrangement is a lease (as defined in ASC Topic 842, “Leases”) at the inception of the arrangement. The Company generally recognizes a right-of-use (“ROU”) asset, representing its right to use the underlying leased asset for the lease term, and a liability for its obligation to make future lease payments (the lease liability) at commencement date (the date on which the lessor makes the underlying asset available for use) based on the present value of lease payments over the lease term. The Company does not recognize ROU assets and lease liabilities for lease terms of 12 months or less, but recognizes such lease payments in operations on a straight-line basis over the lease terms. As the Company’s leases typically do not provide an implicit rate, the Company generally uses its incremental borrowing rate based on the information available at commencement date in determining the present value of lease payments. Lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. For real estate leases of office space, the Company accounts for the lease and non-lease components as a single lease component. Variable lease payments that do not depend on an index or rate (such as real estate taxes and building insurance and lessee’s shares thereof), if any, are excluded from lease payments at lease commencement date for initial measurement. Subsequent to initial measurement, these variable payments are recognized when the event determining the amount of variable consideration to be paid occurs. Lease expense for operating lease payments is generally recognized on a straight-line basis over the lease term. The Company recognizes income from subleases (in which the Company is the sublessor) on a straight-line basis over the term of the sublease, as a reduction to lease expense. See Note 9 for additional information related to the Company’s leases. Stock-Based Compensation The Company accounts for stock-based compensation by recognizing the fair value of stock-based compensation as an operating expense over the service period of the award or term of the corresponding contract, as applicable. The fair value of stock options and warrants is estimated on the date of grant using the Black-Scholes option pricing model. The valuation determined by the Black-Scholes option pricing model is affected by the Company’s stock price as well as assumptions regarding a number of highly complex and subjective variables. These variables include, but are not limited to, the expected life of the awards and the expected stock price volatility over the terms of the awards. The expected life is based on the estimated average life of options and warrants using the simplified method; the Company utilizes the simplified method to determine the expected life of the options and warrants due to insufficient exercise activity during recent years as a basis from which to estimate future exercise patterns. The risk-free rate is based on the U.S. Treasury rate for the expected term at the time of grant, volatility is based on the historical volatility of the Company’s common stock, and the expected dividend assumption is based on the Company’s history and expectation of dividend payouts. Restricted stock awards are valued using the fair value of the Company’s stock at the date of grant, based on the quoted market price of the Company’s common shares on the NASDAQ Capital Market. Non-employee awards are measured at the grant date fair value of the equity instruments to be issued, and the Company recognizes compensation cost for grants to non-employees on a straight-line basis over the period of the grant. The Company accounts for forfeitures as a reduction of compensation cost in the period when such forfeitures occur. For stock option awards for which vesting is contingent upon the achievement of certain performance targets, the timing and amount of compensation expense recognized is based upon the Company’s projections and estimates of the relevant 66 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ performance metric(s) until the time the performance obligation is satisfied. Expense for such awards is recognized only to the extent that the achievement of the specified performance target(s) has been met or is considered probable. See Note 7 for additional information related to stock-based compensation. Income Taxes Current income taxes are based on the respective period’s taxable income for federal and state income tax reporting purposes. Deferred tax assets and liabilities are determined based on the differences between the financial statement and income tax bases of assets and liabilities, using enacted tax rates and laws that will be in effect for the year in which the differences are expected to reverse. A valuation allowance is recognized when necessary to reduce deferred tax assets to the amount expected to be realized. In determining the need for a valuation allowance, management reviews both positive and negative evidence, including current and historical results of operations, future income projections, and the overall prospects of the Company’s business. A valuation allowance is established if, based on the weight of available evidence, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company applies the FASB guidance on accounting for uncertainty in income taxes, which prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return, and also addresses derecognition, classification, interest, and penalties related to uncertain tax positions. The Company has no unrecognized tax benefits as of December 31, 2023 and 2022. Interest and penalties related to uncertain tax positions, if any, are recorded in income tax expense. Tax years that remain open for assessment for federal and state tax purposes include the years ended December 31, 2020 through December 31, 2023. The income tax effects of changes in tax laws are recognized in the period when enacted. See Note 10 for additional information related to income taxes. Fair Value ASC Topic 820, “Fair Value Measurement,” defines fair value and establishes a framework for measuring fair value under U.S. GAAP. The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of the Company’s assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). Fair Value of Financial Instruments For certain of the Company’s financial instruments, including cash and cash equivalents, accounts receivable, and accounts payable, the carrying amounts approximate fair value due to the short-term maturities of these instruments. The carrying value of term loan debt approximates fair value due to the floating interest rate structure of the term loan agreement. Concentrations of Credit Risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of cash and cash equivalents and accounts receivable. The Company limits its credit risk with respect to cash and cash equivalents by maintaining such balances with high quality financial institutions. At times, the Company’s cash and cash equivalents may exceed federally insured limits. Concentrations of credit risk with respect to accounts receivable are not considered 67 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ significant due to the collection history and due to the nature of the Company’s royalty revenues. Generally, the Company does not require collateral or other security to support accounts receivable. Earnings (Loss) Per Share Basic earnings (loss) per share 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 earnings (loss) per share reflect, 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. The difference between basic and diluted weighted-average common shares results from the assumption that all dilutive stock options and warrants outstanding were exercised into common stock if the effect is not anti-dilutive. See Note 8 for additional information related to earnings (loss) per share. Recently Adopted Accounting Pronouncements The Company adopted the provisions of Accounting Standards Update (“ASU”) No. 2016-13, "Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments" (as amended by ASU No. 2018-19 in November 2018, ASU No. 2019-05 in May 2019, ASU No. 2019-10 and 2019-11 in November 2019, ASU No. 2020-02 in February 2020, and ASU No. 2022-02 in March 2022) effective January 1, 2023. This ASU requires entities to estimate lifetime expected credit losses for financial instruments, including trade and other receivables, which will generally result in earlier recognition of credit losses. The adoption of this new guidance did not have a significant impact on the Company’s results of operations, cash flows, or financial condition. ​ Recently Issued Accounting Pronouncements ​ In December 2023, the FASB issued 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 Company does not anticipate that the adoption of this ASU will have a significant impact on its consolidated financial statements. ​ 3. Acquisitions and Divestitures, Investments in Unconsolidated Affiliates, and Variable Interest Entities Sale of Majority Interest in Isaac Mizrahi Brand On May 27, 2022, Xcel (along with IM Topco, LLC (“IM Topco”) and IM Brands, LLC (“IMB”), both wholly owned subsidiaries of the Company) and IM WHP, LLC (“WHP”), a subsidiary of WHP Global, a private equity-backed brand management and licensing company, entered into a membership purchase agreement. Pursuant to this agreement, on May 31, 2022, (i) the Company contributed assets owned by IMB, including the Isaac Mizrahi Brand trademarks and other intellectual property rights relating thereto into IM Topco, and (ii) the Company sold 70 % of the membership interests of IM Topco to WHP. The purchase price paid by WHP to the Company at the closing of the transaction in exchange for the 70 % membership interest in IM Topco consisted of $ 46.2 million in cash. The Company incurred approximately $ 0.9 million of expenses directly related to this transaction, including legal fees and agent fees, of which $ 0.1 million of the agent fees were paid through the issuance of 65,275 shares of the Company’s common stock, which were recognized as a reduction to the gain from the transaction. The Company recognized a net pre-tax gain from the transaction of $ 20.6 million, which is classified 68 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ as a component of other operating costs and expenses (income) in the consolidated statement of operations for the Prior Year. Pursuant to the May 27, 2022 purchase agreement, the Company was also entitled to receive an “earn-out” payment in the amount of $ 2.0 million if, during the period from January 1, 2023 through December 31, 2023, (i) IM Topco received Net Royalty Revenue (as defined in the purchase agreement) in an amount equal to or greater than $ 17.5 million and (ii) IM Topco generated EBITDA (as defined in the purchase agreement) in an amount equal to or greater than $ 11.8 million. These conditions were not met during 2023, and ultimately the Company did not receive any additional “earn-out” payment. Additionally, the purchase agreement provided that, in the event IM Topco receives less than $ 13.347 million in aggregate royalties for any four consecutive calendar quarters over a three-year period ending on the third anniversary of the closing, WHP would be entitled to receive from the Company up to $ 16 million, less all amounts of net cash flow distributed to WHP for such period, as an adjustment to the purchase price, payable in either cash or equity interests in IM Topco held by the Company. This provision was subsequently amended in November 2023, as described further below, and was subsequently further amended in April 2024 (see Note 12 for additional information). In connection with the May 27, 2022 membership purchase agreement, the Company and WHP also entered into an Amended and Restated Limited Liability Company Agreement of IM Topco (the “Business Venture Agreement”) governing the operation of IM Topco as a partnership between the Company and WHP following the closing. Pursuant to the Business Venture Agreement, IM Topco is managed by a single Manager appointed by the vote of a majority-in-interest of IM Topco’s members, and WHP serves as the sole Manager of IM Topco. The Business Venture Agreement contains customary provisions for the governance of a partnership, including with respect to decision making, access to information, restrictions on transfer of interests, and covenants. Pursuant to the Business Venture Agreement, IM Topco’s Net Cash Flow (as defined in the agreement) shall be distributed to the members during each fiscal year no less than once per fiscal quarter, as follows: (i) first, 100 % to WHP, until WHP has received an aggregate amount during such fiscal year equal to $ 8,852,000 (subject to adjustment in certain circumstances as set forth in the agreement); (ii) second, 100 % to Xcel, until Xcel has received an aggregate amount during such fiscal year equal to $ 1,316,200 (subject to adjustment in certain circumstances as set forth in the agreement); and (iii) thereafter, in proportion to the members’ respective ownership interests. The distribution provisions in the Business Venture Agreement were subsequently amended in April 2024 (see Note 12 for additional information). The Company also entered into a number of other related agreements on May 31, 2022 in connection with the transaction, including a services agreement with IM Topco and a license agreement with IM Topco (see Note 11 for details), while the Company’s employment agreement with Mr. Mizrahi and the Company’s services agreement with Laugh Club (see Note 11) were transferred to IM Topco. Further, the Company’s licensing agreement with Qurate Retail Group related to the Isaac Mizrahi Brand (see Note 5) was assigned to IM Topco as of May 31, 2022. Management assessed and evaluated the ownership structure and other terms of the May 27, 2022 membership purchase agreement and Business Venture Agreement, as well as considered the Company’s continuing involvement with the Isaac Mizrahi Brand through the aforementioned services agreement and license agreement with IM Topco, and concluded that (i) IM Topco is not a Variable Interest Entity under ASC Topic 810, and (ii) the Company has significant influence over, but does not control, IM Topco. As such, on May 31, 2022, the Company de-recognized the carrying amount of the Isaac Mizrahi Brand trademarks of $ 44.5 million and recognized the fair value of its retained interest in IM Topco of 69 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ approximately $ 19.8 million as an equity method investment. The fair value of the Company’s retained interest was determined by applying the Company’s ownership percentage to the implied enterprise value of IM Topco, which was calculated based on the price paid by WHP for the 70 % controlling interest, as the May 31, 2022 sale transaction was considered an arms-length transaction between knowledgeable market participants and the most relevant and reasonable indication of value to utilize. The inputs and assumptions for this nonrecurring fair value measurement are classified as Level 3 within the fair value hierarchy defined in ASC Topic 820. Investment in IM Topco, LLC The Company accounts for its interest in the ongoing operations of IM Topco as a component of other operating costs and expenses (income) under the equity method of accounting. Based on the aforementioned distribution provisions set forth in the Business Venture Agreement, the Company recognized an equity method loss of approximately $ 2.1 and $ 1.2 million related to its investment for the years ended December 31, 2023 and 2002, respectively. For cash flow earnings (i.e., net income before intangible asset amortization expense), management allocated the amounts based on the preferences outlined above. As such, Xcel recognized no cash-based earnings for all of the periods presented. For non-cash amortization expense, management allocated the amounts based on the relative ownership of each member (i.e., 70 % WHP and 30 % Xcel). The equity method loss for each period presented is equal to Xcel’s share of amortization expense. Summarized financial information for IM Topco is as follows: ​ ​ ​ ​ ​ ​ ​ ​ For the year ended ​ ​ December 31, ($ in thousands) ​ 2023 ​ 2022 (1) Revenues ​ $ 12,119 ​ $ 7,791 Gross profit ​ ​ 12,119 ​ ​ 7,791 (Loss) income from continuing operations ​ ​ ( 1,961 ) ​ ​ 316 Net (loss) income ​ ​ ( 1,961 ) ​ ​ 316 ​ (1) Represents financial information for the period commencing May 31, 2022 (the date of the sale of a majority interest in IM Topco) through December 31, 2022. ​ During the Prior Year (subsequent to the May 27, 2022 transaction), the Company made a capital contribution to IM Topco of $ 0.6 million in cash, which did not change the Company’s noncontrolling ownership interest of 30 %. In November 2023, the Company, WHP, and IM Topco entered into an amendment of the May 27, 2022 membership purchase agreement, under which the parties agreed to waive the purchase price adjustment provision until the measurement period ending March 31, 2024. In exchange, Xcel agreed to make additional royalty payments to IM Topco totaling $ 0.45 million over the next 11 months. As a result of this amendment, the Company recognized a $ 0.45 million increase to the carrying value basis of its equity method investment and a corresponding increase in current liabilities. ​ The provisions of the membership purchase agreement were subsequently further amended in April 2024 (see Note 12 for additional information). Investment in Orme Live, Inc. ​ In December 2023, the Company contributed $ 0.15 million of cash to ORME in exchange for a 30 % equity ownership interest in ORME. The carrying value of this investment is included within other assets in the Company’s consolidated balance sheet. The Company accounts for its interest in the operations of ORME as a component of other operating costs and expenses (income) under the equity method of accounting; the Company’s proportional share of the operating results of ORME were not material in the Current Year. ​ 70 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ Sale of Investment in Unconsolidated Affiliate ​ The Company previously held a limited partner ownership interest in an unconsolidated affiliate, which was entered into in 2016. This investment did not have a readily determinable fair value and in accordance with ASC 820-10-35-59, the investment was valued at cost, less impairment, plus or minus observable price changes of an identical or similar investment of the same issuer. This investment was included within other assets on the Company’s consolidated balance sheet at December 31, 2022, at a carrying value of $ 0.1 million. During the Current Year, the Company sold its ownership interest in this entity, and recognized a gain of $ 0.36 million related to the sale within other operating costs and expenses (income) on the consolidated statement of operations. ​ Longaberger Licensing, LLC Variable Interest Entity ​ Since 2019, Xcel has been party to a limited liability company agreement (the “LLC 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 50 % equity ownership interest in LL; however, based on an analysis of the contractual terms and rights contained in the LLC Agreement and related agreements, the Company has previously determined that under the applicable accounting standards, LL is a variable interest entity and the Company has effective control over LL. Therefore, as the primary beneficiary, the Company has consolidated LL since 2019, and has recognized the assets, liabilities, revenues, and expenses of LL as part of its consolidated financial statements, along with a noncontrolling interest which represents Hilco Global’s 50 % ownership share in LL. ​ 4. Trademarks and Other Intangibles Trademarks and other intangibles, net consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average December 31, 2023 ​ Amortization ​ Gross Carrying ​ Accumulated ​ Net Carrying ($ in thousands) ​ Period ​ Amount ​ Amortization ​ Amount Trademarks (finite-lived) 15 years ​ 68,880 ​ 27,431 ​ 41,449 Copyrights and other intellectual property 8 years ​ 429 ​ 358 ​ 71 Total ​ ​ ​ $ 69,309 ​ $ 27,789 ​ $ 41,520 ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ Average December 31, 2022 ​ Amortization Gross Carrying ​ Accumulated ​ Net Carrying ($ in thousands) ​ Period ​ Amount ​ Amortization ​ Amount Trademarks (finite-lived) 15 years ​ 68,880 ​ 21,346 ​ 47,534 Copyrights and other intellectual property 8 years ​ 429 ​ 298 ​ 131 Total ​ $ 69,309 ​ $ 21,644 ​ $ 47,665 ​ During the Prior Year, the Company sold its $ 44.5 million of indefinite-lived trademarks related to the Isaac Mizrahi Brand (see Note 3 for details). Amortization expense for intangible assets was approximately $ 6.1 million for both the Current Year and Prior Year. ​ ​ 71 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ Estimated future amortization expense related to finite-lived intangible assets over the remaining useful lives is as follows: ​ ​ ​ ​ ​ ($ in thousands) ​ Amortization Year Ending December 31, Expense 2024 ​ $ 6,115 2025 ​ 4,177 2026 ​ 3,506 2027 ​ 3,504 2028 ​ 3,504 Thereafter (through 2036) ​ 20,714 Total ​ $ 41,520 ​ ​ 5. Significant Contracts Qurate Agreements Through its wholly owned subsidiaries, the Company has entered into direct-to-retail license agreements with Qurate Retail Group (“Qurate”), collectively referred to as the Qurate Agreements (individually, each a “Qurate Agreement”), pursuant to which the Company designs, and Qurate sources and sells, various products under the LOGO by Lori Goldstein brand, the Longaberger brand, and the C Wonder brand. The Company was also previously party to similar agreements with Qurate related to the IsaacMizrahiLIVE brand and the Judith Ripka brand. Qurate owns the rights to all designs produced under these agreements, and the agreements include the sale of products across various categories through Qurate’s television media (including QVC and HSN) and related internet sites. Pursuant to these agreements, the Company has granted to Qurate and its affiliates the exclusive, worldwide right to promote the Company’s branded products, and the right to use and publish the related trademarks, service marks, copyrights, designs, logos, and other intellectual property rights owned, used, licensed and/or developed by the Company, for varying terms as set forth below. In connection with the Qurate Agreements and during the same periods, Qurate and its subsidiaries have the exclusive, worldwide right to use the names, likenesses, images, voices, and performances of the Company’s spokespersons to promote the respective products. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Xcel Commenced ​ Qurate Agreement Current Term Expiry Automatic Renewal Brand with Qurate Product Launch LOGO Qurate Agreement (QVC) ​ November 1, 2024 ​ one-year period ​ April 2021 ​ 2009 Longaberger Qurate Agreement (QVC) ​ October 31, 2025 two-year period November 2019 2019 C Wonder Qurate Agreement (HSN) ​ December 31, 2024 ​ two-year period ​ March 2023 ​ 2023 ​ ● On May 31, 2022, in connection with the sale of a majority interest in the Isaac Mizrahi brand to a third party, the Qurate Agreement related to the IsaacMizrahiLIVE brand was assigned to IM Topco, LLC. See Note 3 for additional details. ● On August 30, 2022, Qurate and Xcel amended the licensing agreement for the Judith Ripka brand to terminate the license period effective December 31, 2021. Effective January 1, 2022, the agreement entered a sell-off period, under which Qurate was allowed to continue to license the Ripka brand on a non-exclusive basis for as long as necessary to sell off any of its remaining inventory. The sell-off period ended in 2023. Under the Qurate Agreements, Qurate is obligated to make payments to the Company on a quarterly basis, based upon the net retail sales of the specified branded products. 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. 72 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ The Qurate Agreements generally prohibit the Company from selling products under the specified respective brands to a direct competitor of Qurate without Qurate’s consent. Under certain of the Qurate Agreements, the Company may, with the permission of Qurate, sell the respective branded products via certain specified sales channels in exchange for making reverse royalty payments to Qurate based on the net retail sales of such products through such channels. However, the Company is generally restricted from selling products under the specified respective brands or trademarks to certain mass merchants. Also, under certain of the Qurate Agreements, the Company may be required for a period of time to pay a royalty participation fee to Qurate on revenue earned from the sale, license, consignment, or any other form of distribution of any products, bearing, marketed in connection with, or otherwise associated with the specified trademarks and brands. Net licensing revenue from Qurate totaled $ 6.0 million and $ 11.4 million for the Current Year and Prior Year, respectively, representing approximately 34 % and 44 % of the Company’s total net revenue, respectively. As of December 31, 2023 and 2022, the Company had receivables from Qurate of $ 1.5 million and $ 0.9 million, representing approximately 43 % and 17 % of the Company’s accounts receivable, respectively. The December 31, 2023 and 2022 Qurate receivables did not include any earned revenue accrued but not yet billed as of the respective balance sheet dates. ​ Halston Master License ​ On May 15, 2023, the Company, through its 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 significant annual minimum net sales requirements, and has a twenty-five-year term (consisting of an initial five-year period, followed by a twenty-year period), subject to G-III’s right to terminate with at least 120 days’ notice prior to the end of each five-year period during the term. G-III has an option to purchase the Halston Brand for $ 5.0 million at the end of the twenty-five-year term, which right may be accelerated under certain conditions associated with an uncured material breach of the Halston Master License in accordance with the terms of the Halston Master License. The Licensor granted G-III a security interest in the Halston trademarks to secure the Licensor’s obligations under the Halston Master License, including to honor the obligations under the purchase option. As a result of the upfront cash payment and guaranteed minimum royalties discussed above, the Company has recognized $ 4.4 million of deferred revenue contract liabilities on its consolidated balance sheet as of December 31, 2023 related to this contract, of which $ 0.9 million was classified as a current liability and approximately $ 3.5 million was classified as a long-term liability. The balance of the deferred revenue contract liabilities will be recognized ratably as revenue over the next 5.0 years. Net licensing revenue recognized from the Halston Master License was $ 1.6 million for the Current Year, representing approximately 9 % of the Company’s total net revenue for the Current Year. Additionally, in connection with the Halston Master License, the Company issued to G-III a ten-year warrant to purchase up to 1,000,000 shares of the Company’s common stock at an exercise price of $ 1.50 per share, which vests based upon certain annual royalty targets being satisfied under the license agreement. The fair value of this warrant is being recognized as a reduction of revenue over the term of the related license agreement, with an offsetting increase to stockholders’ equity as additional paid-in capital. The amount of contra-revenue recorded related to this warrant during the Current Year was approximately $ 0.03 million. As of December 31, 2023, no portion of this warrant had vested. ​ 73 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ 6. Debt The Company’s net carrying amount of debt was comprised of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ($ in thousands) ​ 2023 2022 Term loan debt ​ $ 5,000 ​ $ — Unamortized deferred finance costs related to term loan debt ​ ( 279 ) ​ — Total ​ 4,721 ​ — Current portion of debt ​ 750 ​ — Long-term debt ​ $ 3,971 ​ $ — ​ For the Current Year and Prior Year, the Company incurred interest expense of approximately $ 0.4 million and $ 1.2 million, respectively, related to term loan debt. The effective interest rate related to term loan debt was approximately 11.6 % and 9.8 % for the Current Year and Prior Year, respectively. Previous Term Loan Debt (through May 31, 2022) On December 30, 2021, Xcel, as Borrower, and its wholly-owned subsidiaries entered into a loan and security agreement with First Eagle Alternative Credit Agent, LLC (“FEAC”), as lead arranger and as administrative agent and collateral agent, and the financial institutions party thereto as lenders. Pursuant to this loan agreement, the lenders made a term loan in the aggregate amount of $ 29.0 million. This term loan bore interest at “LIBOR” plus 7.5 % per annum, with “LIBOR” defined as the greater of (a) the rate of interest per annum for deposits in dollars for an interest period equal to three months as published by Bloomberg or a comparable or successor quoting service at approximately 11:00 a.m. (London time) two business days prior to the last business day of each calendar month and (b) 1.0 % per annum. Upon entering into the December 2021 loan agreement, Xcel paid a 1.75 % closing fee to FEAC for the benefit of the lenders; the Company also paid approximately $ 0.5 million of various legal and other fees in connection with the execution of the loan agreement. These fees and costs totaling approximately $ 0.97 million were deferred on the Company’s balance sheet as a reduction of the carrying value of the term loan debt, to be subsequently amortized to interest expense over the term of the debt using the effective interest method. The December 2021 term loan was to mature on April 14, 2025. Principal on this debt was payable in quarterly installments of $ 625,000 on each of March 31, June 30, September 30 and December 31 of each year, commencing on March 31, 2022 and ending on March 31, 2025, with a final payment of $ 20,875,000 on the maturity date of April 14, 2025. The December 2021 term loan agreement also contained customary covenants, including reporting requirements, trademark preservation, and certain financial covenants; the Company was in compliance with all applicable covenants under the loan agreement as of and for all periods presented in the consolidated financial statements. ​ Extinguishment of Previous Term Loan Debt ​ On May 31, 2022, the Company used $ 30.1 million of the proceeds received from the transaction related to the Isaac Mizrahi Brand (see Note 3) to repay all amounts outstanding under the December 30, 2021 term loan agreement with FEAC, consisting of $ 28.4 million in principal amount, a $ 1.4 million prepayment fee, and approximately $ 0.3 million in interest and related expenses. As a result, the Company recognized a loss on early extinguishment of debt of approximately $ 2.3 million during the Prior Year, consisting of approximately $ 1.4 million of debt prepayment premium, the immediate write-off of approximately $ 0.8 million of unamortized deferred finance costs, and approximately $ 0.1 million of other costs. ​ 74 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ New Term Loan Debt On October 19, 2023, H Halston IP, LLC (the “Borrower”), a wholly owned indirect subsidiary of Xcel Brands, Inc., entered into a term loan agreement with Israel Discount Bank of New York (“IDB”). Pursuant to this loan agreement, IDB made a term loan to the Company in the aggregate amount of $ 5.0 million. The proceeds of this term loan were used to pay fees, costs, and expenses incurred in connection with entering into the loan agreement, and may be used for working capital purposes. Such costs incurred in connection with the borrowing included a commitment fee paid to IDB, plus various legal and other fees. These fees and costs totaling $ 0.30 million have been deferred on the Company’s balance sheet as a reduction of the carrying value of the term loan debt, and are being amortized to interest expense over the term of the debt using the effective interest method. In connection with October 2023 loan agreement, the Borrower and H Licensing, LLC (“H Licensing”), a wholly owned subsidiary of Xcel, entered into a security agreement (the “Security Agreement”) in favor of IDB, and Xcel entered into a Membership Interest Pledge Agreement (the “Pledge Agreement”) in favor of IDB. Pursuant to the Security Agreement, the Borrower and H Licensing granted to IDB a security interest in substantially all of their respective assets, other than the trademarks owned by the Borrower and H Licensing, to secure the Borrower’s obligations under the October 2023 loan agreement. Pursuant to the Pledge Agreement, Xcel granted to IDB a security interest in its membership interests in H Licensing to secure the Borrower’s obligations under the October 2023 loan agreement. The term loan matures on October 19, 2028. Principal on the term loan is payable in quarterly installments of $ 250,000 on each of January 2, April 1, July 1, and October 1 of each year, commencing on April 1, 2024. The Borrower has the right to prepay all or any portion of the term loan at any time without penalty. As of December 31, 2023, the aggregate remaining principal payments under the October 2023 term loan were as follows: ​ ​ ​ ​ ​ ​ Amount of ($ in thousands) ​ Principal Year Ending December 31, ​ Payment 2024 ​ $ 750 2025 ​ 1,000 2026 ​ ​ 1,000 2027 ​ ​ 1,000 2028 ​ 1,250 Total ​ $ 5,000 ​ Interest on the October 2023 term loan accrues at “Term SOFR” (as defined in the loan agreement as the forward-looking term rate based on secured overnight financing rate as administered by the Federal Reserve Bank of New York for an interest period equal to one month on the day that is two U.S. Government Securities Business Days prior to the first day of each calendar month) plus 4.25 % per annum. Interest on the term loan is payable on the first day of each calendar month. ​ The October 2023 term loan agreement contains customary covenants, including reporting requirements, trademark preservation, and certain financial covenants including annual guaranteed minimum royalty ratio, annual fixed charge coverage ratio, and minimum cash balance levels, all as specified and defined in the loan agreement. The Company was in compliance with all applicable covenants under the loan agreement as of and for all periods presented in the financial statements. In addition, on October 19, 2023, the Borrower also entered into a swap agreement with IDB, pursuant to which IDB will pay the Borrower Term SOFR plus 4.25 % per annum on the notional amount of the swap in exchange for the Borrower paying IDB 9.46 % per annum on such notional amount. The term and declining notional amount of the swap agreement is aligned with the amortization of the October 2023 term loan principal amount. ​ 75 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ 7. Stockholders’ Equity The Company has authority to issue up to 51,000,000 shares, consisting of 50,000,000 shares of common stock and 1,000,000 shares of preferred stock. Equity Incentive Plans The Company’s 2021 Equity Incentive Plan (the “2021 Plan”) is designed and utilized to enable the Company to provide its employees, officers, directors, consultants, and others whose past, present, and/or potential contributions to the Company have been, are, or will be important to the success of the Company, an opportunity to acquire a proprietary interest in the Company. A total of 4,000,000 shares of common stock are eligible for issuance under the 2021 Plan. The 2021 Plan provides for the grant of any or all of the following types of awards: stock options (incentive or non-qualified), restricted stock, restricted stock units, performance awards, or cash awards. The 2021 Plan is administered by the Company’s Board of Directors, or, at the Board’s discretion, a committee of the Board. 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 no new awards may be granted under the 2011 Plan. Stock-Based Compensation Total expense recognized for all forms of stock-based compensation was approximately $ 0.22 million and $ 0.72 million in the Current Year and Prior Year, respectively. Of the Current Year expense amount, approximately $ 0.02 related to employees and approximately $ 0.20 related to directors and consultants; all of this expense was recorded as a direct operating cost in the accompanying statement of operations. Of the Prior Year expense amount, approximately $ 0.41 million related to employees and approximately $ 0.31 million related to directors and consultants; approximately $ 0.62 million was recorded as a direct operating cost and approximately $ 0.10 million was recorded within other operating costs and expenses (income). Stock Options Options granted under the Company’s equity incentive plans expire at various times – either five , seven , or ten years from the date of grant, depending on the particular grant. A summary of the Company’s stock option activity for the Current Year is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Average ​ ​ ​ ​ ​ ​ ​ Weighted ​ Remaining ​ ​ ​ ​ ​ ​ ​ Average ​ Contractual ​ Aggregate ​ ​ Number of ​ Exercise ​ Life ​ Intrinsic ​ Options Price (in Years) Value Outstanding at January 1, 2023 5,614,310 ​ $ 2.12 4.76 ​ $ — Granted 200,000 ​ 1.51 ​ Exercised ( 87,750 ) ​ 0.80 ​ Expired/Forfeited ( 578,020 ) ​ 2.96 ​ Outstanding at December 31, 2023, and expected to vest 5,148,540 ​ $ 2.03 4.26 ​ $ — Exercisable at December 31, 2023 1,398,540 ​ $ 2.88 1.66 ​ $ — 76 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ ​ Current Year stock option grants were as follows: In April 2023, the Company granted options to purchase an aggregate of 100,000 shares of common stock to a key individual. The exercise price of the options is $ 1.50 per share, and the vesting of such options is dependent upon the achievement of certain revenue targets. None of these options were vested as of December 31, 2023. On August 23, 2023 the Company granted options to purchase an aggregate of 100,000 shares of common stock to non-management directors. The exercise price of the options is $ 1.51 per share, and 50 % of the options vest on each of April 1, 2024 and April 1, 2025. Prior Year stock option grants were as follows: On April 20, 2022, the Company granted options to purchase an aggregate of 380,850 shares of common stock to various employees. The exercise price of the options is $ 1.62 per share, and all options vested immediately on the date of grant. On April 20, 2022 the Company granted options to purchase an aggregate of 125,000 shares of common stock to non-management directors. The exercise price of the options is $ 1.62 per share. Half of the options vested on April 20, 2023, and the remaining half of the options will vest on April 20, 2024. On April 26, 2022, the Company granted options to purchase an aggregate of 100,000 shares of common stock to a consultant. The exercise price of the options is $ 1.58 per share, and all options vested immediately on the date of grant. The fair values of the options granted were estimated at the respective dates of grant using the Black-Scholes option pricing model with the following range of assumptions: ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ 2023 2022 Expected Volatility 89 – 90 % 57 – 93 % Expected Dividend Yield — % — % Expected Life (Term, in years) 2.75 – 10 0.67 – 3.25 ​ Risk-Free Interest Rate 4.0 – 4.7 % 1.6 – 2.8 % ​ Compensation expense related to stock options for the Current Year and Prior Year was approximately $ 0.1 million and $ 0.5 million, respectively. Total unrecognized compensation expense related to unvested stock options (excluding stock options with performance-based vesting) at December 31, 2023 amounts to approximately $ 0.1 million and is expected to be recognized over a weighted average period of 1.05 years. ​ Of the total stock options outstanding at December 31, 2023, the vesting of 3,500,000 options is contingent upon the Company’s common stock achieving certain target prices as follows: ​ ​ ​ ​ Target Prices Number of Options Vesting $ 3.00 ​ 1,000,000 $ 5.00 ​ 850,000 $ 7.00 ​ 700,000 $ 9.00 ​ 550,000 $ 11.00 ​ 400,000 ​ As of December 31, 2023, none of these 3,500,000 performance-based stock options have vested, and no compensation expense has been recorded related to such options. 77 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ The following table summarizes the Company’s stock option activity for non-vested options for the Current Year: ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ ​ ​ Average ​ ​ Number of ​ Grant Date ​ Options Fair Value Balance at January 1, 2023 3,697,500 ​ $ 0.05 Granted 200,000 ​ 0.68 Vested ( 135,000 ) ​ ​ 0.68 Forfeited or Canceled ( 12,500 ) ​ 0.89 Balance at December 31, 2023 3,750,000 ​ $ 0.05 ​ Stock Awards A summary of the Company’s restricted stock activity for the Current Year is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Weighted ​ ​ Number of ​ Average ​ ​ Restricted ​ Grant Date ​ Shares Fair Value Outstanding at January 1, 2023 333,333 ​ $ 3.71 Granted 113,968 ​ 1.01 Vested ( 108,968 ) ​ 1.08 Expired/Forfeited ( 5,000 ) ​ 1.62 Outstanding at December 31, 2023 333,333 ​ $ 3.69 ​ Current Year stock award grants were as follows: On January 1, 2023, the Company issued 8,334 shares of common stock to a consultant, which vested immediately. On April 17, 2023, the Company issued 8,334 shares of common stock to a consultant, which vested immediately. On May 15, 2023, the Company issued 50,000 shares of common stock to a consultant, which vested immediately. On July 20, 2023, the Company issued 7,300 shares of common stock to an employee, which vested immediately. On August 23, 2023, the Company issued an aggregate of 40,000 shares of common stock to non-management directors, of which 50 % shall vest on April 1, 2024, and 50 % shall vest on April 1, 2025. Prior Year stock award grants were as follows: On April 20, 2022, the Company issued an aggregate of 50,000 shares of common stock to non-management directors, which vest evenly over two years . Half of these shares vested on April 20, 2023, and the remaining half shall vest on April 20, 2024. On April 20, 2022, the Company issued 20,064 shares of common stock to a consultant, which vested immediately. On May 31, 2022, the Company issued 65,275 shares of common stock to a consultant in connection with the transaction related to the Isaac Mizrahi Brand (see Note 3); these shares vested immediately. On May 31, 2022, the Company issued 33,557 shares of common stock to Isaac Mizrahi, which vested immediately (see Note 11 for additional details). 78 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ Additionally, on April 20, 2022, the Company issued 178,727 shares of common stock to a member of senior management as payment for a performance bonus earned in 2021. These shares vested immediately. The Company had previously recognized compensation expense of approximately $ 0.28 million in the 2021 to accrue for this performance bonus. Notwithstanding the foregoing, each grantee may extend the first anniversary of all or a portion of the restricted stock by six months and, thereafter one or more times may further extend such date with respect to all or a portion of the restricted stock until the next following date exactly six months thereafter, by providing written notice of such election to extend such date with respect to all or a portion of the restricted stock prior to such date. Total compensation expense related to stock awards for the Current Year and Prior Year (inclusive of the amounts detailed above) was approximately $ 0.1 million and $ 0.3 million, respectively. Total unrecognized compensation expense related to unvested restricted stock grants at December 31, 2023 amounts to $ 0.1 million and is expected to be recognized over a weighted average period of 1.06 years. The following table provides information with respect to restricted stock purchased and retired by the Company during the Current Year and Prior Year: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Number of ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Shares ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Purchased as ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Part of ​ ​ ​ ​ ​ Total Number ​ Actual ​ Publicly ​ Fair value of ​ ​ of Shares ​ Price Paid ​ Announced ​ Re-Purchased Date Purchased per Share Plan Shares None — ​ — — ​ — Total 2023 — ​ $ — — ​ $ — ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ April 20, 2022 (i) ​ 53,882 ​ 1.57 — ​ 84,000 May 31, 2022 (i) 240,000 ​ 1.49 — ​ 358,000 Total 2022 293,882 ​ $ 1.50 — ​ $ 442,000 ​ (i) The shares were exchanged from employees and directors in connection with the income tax withholding obligations on behalf of such employees and directors from the vesting of restricted stock or the receipt of stock awards. The 2011 Plan and 2021 Plan allow for award holders to surrender vested shares to cover withholding tax liabilities. Restricted Stock Units There were no restricted stock units outstanding as of December 31, 2023 and 2022, and no restricted stock units have been issued since the inception of the 2021 Plan. Shares Available Under the Company’s Equity Incentive Plans At December 31, 2023, there were 3,103,941 shares of common stock available for award grants under the 2021 Plan. Shares Reserved for Issuance At December 31, 2023, there were 8,368,546 shares of common stock reserved for issuance, including 4,771,255 shares reserved pursuant to unexercised warrants and stock options previously granted under the 2011 Plan, 493,350 shares reserved pursuant to unexercised stock options granted under the 2021 Plan, and 3,103,941 shares available for issuance under the 2021 Plan. 79 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ Warrants Warrants granted by the Company expire at various times – either five , seven , or ten years from the date of grant, depending on the particular grant. A summary of the Company’s warrant activity for the Current Year 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, 2023 116,065 ​ $ 3.15 1.57 ​ $ — Granted 1,000,000 ​ 1.50 ​ ​ Exercised — ​ — ​ ​ Expired/Forfeited — ​ — ​ ​ Outstanding at December 31, 2023 1,116,065 ​ $ 1.67 8.46 ​ $ — Exercisable at December 31, 2023 116,065 ​ $ 3.15 0.57 ​ $ — ​ See Note 5 for information regarding the warrant to purchase 1,000,000 shares of common stock granted during the Current Year in connection with the Halston Master License; the Company recognized contra-revenue of approximately $ 0.03 million in the Current Year with respect to this warrant. There was no compensation expense related to other warrants recognized in the Current Year or Prior Year. ​ Dividends The Company has not paid any dividends to date. ​ 8. Earnings (Loss) Per Share The following table is a reconciliation of the numerator and denominator of the basic and diluted net loss per share computations for the years ended December 31, 2023 and 2022: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended ​ ​ ​ December 31, ​ ​ 2023 2022 ​ Numerator: ​ ​ ​ ​ ​ ​ ​ Net loss attributable to Xcel Brands, Inc. stockholders (in thousands) ​ $ ( 21,052 ) ​ $ ( 4,018 ) ​ ​ ​ ​ ​ ​ ​ ​ ​ Denominator: ​ ​ ​ ​ ​ ​ ​ Basic weighted average number of shares outstanding ​ ​ 19,711,637 ​ 19,624,669 Add: Effect of warrants ​ ​ — ​ — Add: Effect of stock options ​ ​ — ​ ​ — ​ Diluted weighted average number of shares outstanding ​ ​ 19,711,637 ​ 19,624,669 ​ ​ ​ ​ ​ ​ ​ ​ ​ Basic net loss per share ​ $ ( 1.07 ) ​ $ ( 0.20 ) ​ Diluted net per share ​ $ ( 1.07 ) ​ $ ( 0.20 ) ​ 80 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ ​ As a result of the net loss presented for the Current Year and Prior Year, the Company calculated diluted loss per share using basic weighted-average shares outstanding for both years, as utilizing diluted shares would be anti-dilutive to loss per share. ​ The computation of basic and diluted loss per share excludes the common stock equivalents of the following potentially dilutive securities because their inclusion would be anti-dilutive: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Year Ended December 31, ​ ​ 2023 2022 Stock options ​ 5,148,540 ​ 5,614,310 Warrants ​ 1,116,065 ​ 116,065 Total 6,264,605 5,730,375 ​ ​ ​ 9. Commitments and Contingencies Leases The Company is party to operating leases for real estate, and for certain equipment with a term of 12 months or less. The Company is currently not a party to any finance leases. The Company's real estate leases have remaining lease terms between approximately 5 to 7 years . As of December 31, 2023, the weighted average remaining lease term was 3.83 years and the weighted average discount rate was 6.25 %. As of December 31, 2023, the Company leased approximately 29,600 square feet of office space at 1333 Broadway, 10th floor, New York, New York for its corporate offices and operations facility. This lease commenced on March 1, 2016 and expires on October 30, 2027 . This lease requires the Company to pay additional rents related to increases in certain taxes and other costs on the property. The Company previously leased approximately 1,300 square feet of retail space for its former retail store location in Westchester, New York, which was closed in the Prior Year. In the Current Year, the Company successfully negotiated a settlement with the lessor resulting in the termination of this lease, and recognized a gain related to the settlement of $ 0.4 million within other operating costs and expenses (income) in the consolidated statement of operations. The Company had recorded an impairment charge of $ 0.7 million to fully impair the right-of-use asset for this lease in the Prior Year. The Company also previously leased certain office space in New York, New York, which was subleased to a third-party subtenant through February 27, 2022 , and the Company's lease of this office space expired by its terms on February 28, 2022 . For the years ended December 31, 2023 and 2022, total lease expense included in selling, general and administrative expenses on the Company's consolidated statements of operations was approximately $ 1.6 million for both periods. The Company’s total lease costs for the years ended December 31, 2023 and 2022 were comprised of the following: ​ ​ ​ ​ ​ ​ ​ ($ in thousands) 2023 2022 Operating lease cost ​ $ 1,337 ​ $ 1,474 Short-term lease cost ​ 62 ​ 55 Variable lease cost ​ 233 ​ 217 Sublease income ​ — ​ ( 104 ) Total lease cost ​ $ 1,632 ​ $ 1,642 ​ 81 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ Cash paid for amounts included in the measurement of operating lease liabilities was $ 1.6 million and $ 1.7 million in the Current Year and Prior Year, respectively. Cash received from subleasing in the Prior Year was $ 0.1 million. ​ As of December 31, 2023, the maturities of lease liabilities were as follows: ​ ​ ​ ​ ​ ​ Amount Year (in thousands) 2024 ​ $ 1,552 2025 ​ ​ 1,552 2026 ​ 1,552 2027 ​ 1,294 Total lease payments ​ ​ 5,950 Less: Discount ​ ​ 671 Present value of lease liabilities ​ ​ 5,279 Current portion of lease liabilities ​ ​ 1,258 Non-current portion of lease liabilities ​ $ 4,021 ​ Employment Agreements ​ The Company has employment contracts with certain executives and key employees. The future minimum payments under these contracts are as follows: ​ ​ ​ ​ ​ ​ ​ Employment ($ in thousands) ​ Contract Year Ended December 31, Payments 2024 ​ $ 4,292 2025 ​ 2,150 2026 ​ ​ 2,150 2027 ​ ​ 2,150 2028 ​ ​ 2,150 Thereafter ​ 4,837 Total future minimum employment contract payments ​ $ 17,729 ​ In addition to the employment contract payments stated above, the Company’s employment contracts with certain executives and key employees contain performance-based bonus provisions. These provisions include bonuses based on the Company achieving revenues in excess of established targets and/or on operating results. Certain of the employment agreements contain severance and/or change in control provisions. Aggregate potential severance compensation amounted to approximately $ 2.9 million as of December 31, 2023. Contingent Obligation – Halston Heritage Earn-Out In connection with the February 11, 2019 purchase of the Halston Heritage trademarks, the Company agreed to pay the seller additional consideration (the “Halston Heritage Earn-Out”) of up to an aggregate of $ 6.0 million, based on royalties earned from 2019 through December 31, 2022. The final royalty target year for the Halston Heritage Earn-Out ended on December 31, 2022, and the seller ultimately did not earn any additional consideration based on the formula set forth in the related asset purchase agreement. As such, during the Prior Year, the Company recorded a $ 0.9 million gain on the reduction of contingent obligations in the accompanying consolidated statement of operations. As of December 31, 2022, there were no amounts remaining under the Halston Heritage Earn-Out. 82 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ Contingent Obligation – Lori Goldstein Earn-Out In connection with the April 1, 2021 purchase of the Lori Goldstein trademarks, the Company agreed to pay the seller additional cash consideration (the “Lori Goldstein Earn-Out”) of up to $ 12.5 million, based on royalties earned during the six calendar year period commencing in 2021. The Lori Goldstein Earn-Out was initially recorded as a liability of $ 6.6 million, based on the difference between the fair value of the acquired assets of the Lori Goldstein brand and the total consideration paid, in accordance with the guidance in ASC Subtopic 805-50. As of December 31, 2022, based on the performance of the Lori Goldstein brand to date, approximately $ 0.2 million of additional consideration was earned by the seller, and thus $ 0.2 million of the balance was recorded as a current liability and $ 6.4 million was recorded as a long-term liability. The $ 0.2 million of additional consideration was paid to the seller during the Current Year. Based on the performance of the Lori Goldstein through December 31, 2023, approximately $ 1.0 million of incremental additional consideration was earned by the seller, which will be paid out in 2024. Accordingly, as of December 31, 2023, $ 1.0 million of the remaining balance was recorded as a current liability and $ 5.4 million was recorded as a long-term liability. 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 (see Note 3), the Company agreed with WHP that, in the event that IM Topco receives less than $ 13.3 million in aggregate royalties for any four consecutive calendar quarters over a three-year period ending on May 31, 2025, WHP would be entitled to receive from Xcel up to $ 16 million, less all amounts of net cash flow distributed to WHP on an accumulated basis, as an adjustment to the purchase price previously paid by WHP. Such amount would be payable by the Company in either cash or equity interests in IM Topco held by the Company. In November 2023, this agreement was amended such that the purchase price adjustment provision was waived until the measurement period ending March 31, 2024. No amount has been recorded in the accompanying consolidated balance sheets related to this contingent obligation. The purchase price adjustment provision was subsequently further amended in April 2024 (see Note 12 for details). Legal Proceedings From time to time, the Company becomes involved in legal claims and litigation in the ordinary course of business. In the opinion of management, based on consultations with legal counsel, the disposition of litigation pending against the Company as of December 31, 2023 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. 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. See Note 12 for information related to certain legal matters which arose subsequent to December 31, 2023. ​ ​ 83 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ ​ 10. Income Taxes The income tax provision (benefit) for income taxes in the consolidated statements of operations consists of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ($ in thousands) 2023 2022 Current: ​ ​ Federal ​ $ 22 ​ $ 300 State and local ​ 83 ​ 234 Total current ​ 105 ​ 534 ​ ​ ​ ​ ​ ​ ​ Deferred: ​ ​ Federal ​ 727 ​ ( 509 ) State and local ​ 380 ​ ( 456 ) Total deferred ​ 1,107 ​ ( 965 ) Total provision (benefit) ​ $ 1,212 ​ $ ( 431 ) ​ The reconciliation of the federal statutory income tax rate to the Company’s effective tax rate reflected in the income tax provision (benefit) shown in the consolidated statements of operations is as follows: ​ ​ ​ ​ ​ ​ ​ ​ ​ Years Ended December 31, ​ ​ 2023 2022 U.S. statutory federal rate 21.00 % 21.00 % State and local rate, net of federal tax benefit 6.36 6.10 ​ Stock compensation ( 0.14 ) ( 6.14 ) ​ Excess compensation deduction ( 0.27 ) ( 5.32 ) ​ Federal true-ups 0.18 ( 5.09 ) ​ Life insurance ( 0.12 ) ( 0.52 ) ​ Change in valuation allowance ( 33.16 ) — ​ Income tax (provision) benefit ( 6.15 ) % 10.03 % ​ ​ 84 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ The significant components of net deferred tax assets (liabilities) of the Company consist of the following: ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ December 31, ($ in thousands) 2023 2022 Deferred tax assets ​ ​ Stock-based compensation ​ $ 712 ​ $ 712 Federal, state and local net operating loss carryforwards ​ 8,127 ​ 3,175 Accrued compensation and other accrued expenses ​ 451 ​ 748 Allowance for doubtful accounts ​ 231 ​ — Basis difference arising from discounted note payable ​ 11 ​ 11 Charitable contribution carryover ​ 1 ​ — Property and equipment ​ 169 ​ 497 Interest expense ​ 31 ​ — Total deferred tax assets ​ ​ 9,733 ​ ​ 5,143 Valuation allowance ​ ​ ( 6,537 ) ​ ​ — Total deferred tax assets, net of valuation allowance ​ ​ 3,196 ​ ​ 5,143 ​ ​ ​ ​ ​ ​ ​ Deferred tax liabilities ​ ​ ​ ​ ​ ​ Basis difference arising from intangible assets of acquisition ​ ( 3,196 ) ​ ( 4,036 ) Total deferred tax liabilities ​ ( 3,196 ) ​ ( 4,036 ) ​ ​ ​ ​ ​ ​ ​ Net deferred tax assets ​ $ — ​ $ 1,107 ​ As of December 31, 2023 and 2022, the Company had approximately $ 28.6 million and $ 10.9 million, respectively, of federal net operating loss carryforwards ("NOLs") available to offset future taxable income. The NOL as of December 31, 2017 of $ 0.3 million has an expiration period through 2037. The NOL generated during tax years beginning after December 31, 2017 of $ 28.3 million has an indefinite life and does not expire. As of December 31, 2023 and 2022, management does not believe the Company has any material uncertain tax positions that would require it to measure and reflect the potential lack of sustainability of a position on audit in its consolidated financial statements. The Company will continue to evaluate its uncertain tax positions in future periods to determine if measurement and recognition in its consolidated financial statements is necessary. The Company does not believe there will be any material changes in its unrecognized tax positions over the next year. ​ During the Current Year, the Company recognized a valuation allowance in order to reduce deferred tax assets to the amount expected to be realized. The change in the valuation allowance from December 31, 2022 to December 31, 2023 was approximately $ 6.5 million. ​ ​ 85 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ ​ 11. Related Party Transactions IM Topco, LLC As described in Note 3, the Company holds a noncontrolling interest in IM Topco, which is accounted for under the equity method of accounting. Services Agreement On May 31, 2022, the Company entered into a services agreement with IM Topco, pursuant to which the Company provides 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 $ 300,000 per year. In November 2023, the services agreement was amended such that the Company agreed to provide IM Topco with a $ 600,000 reduction of future service fees over the next eighteen months, beginning on July 1, 2023. For the year ended December 31, 2023, the Company recognized service fee income related to this agreement of $ 150,000 . 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 $ 400,000 per year. ​ 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. For the year ended December 31, 2023, the estimated amount of such shortfall was approximately $ 325,000 , which the Company recognized as royalty expense in the consolidated statements of operations. ​ In November 2023, the Company, WHP, and IM Topco entered into an amendment of the May 27, 2022 membership purchase agreement, under which the parties agreed to waive the purchase price adjustment provision until the measurement period ending March 31, 2024 (see Note 3 for details). In exchange, Xcel agreed to make additional royalty payments to IM Topco totaling $ 450,000 the next 11 months. As a result of this amendment, the Company recognized a $ 450,000 increase to the carrying value basis of its equity method investment in IM Topco and a corresponding increase in current liabilities. ​ 86 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ Isaac Mizrahi Isaac Mizrahi is a principal stockholder and former employee of the Company. Employment Agreement On February 24, 2020, the Company entered into an employment agreement with Mr. Mizrahi for him to continue to serve as Chief Design Officer of the Isaac Mizrahi Brand. This employment agreement remained in effect through May 31, 2022. On May 31, 2022, this agreement was transferred to IM Topco as part of the transaction in which the Company sold a majority interest in the Isaac Mizrahi Brand trademarks to a third party (see Note 3 for details). The employment agreement provided Mr. Mizrahi with a base salary of $ 1.8 million, $ 2.0 million, and $ 2.1 million per annum for 2020, 2021, and 2022, respectively. Mr. Mizrahi was also eligible to receive an annual cash bonus (the “Bonus”) up to an amount equal to $ 2.5 million less base salary for 2020 and $ 3.0 million less base salary for 2021 and 2022. The Bonus consisted of the DRT Revenue, Bonus, the Brick-and-Mortar Bonus, the Endorsement Bonus and the Monday Bonus, if any, as determined in accordance with the below: ● “DRT Bonus” means for any calendar year an amount equal to 10 % of the aggregate net revenue related to sales of Isaac Mizrahi Brand products through direct response television. The DRT Revenue Bonus shall be reduced by the amount of the Monday Bonus. ● “Brick-and-Mortar Bonus” means for any calendar year an amount equal to 10 % of the net revenues from sales of products under the Isaac Mizrahi Brand, excluding DRT revenue and endorsement revenues. ● “Endorsement Bonus” means for any calendar year an amount equal to 40 % of revenues derived from projects undertaken by the Company with one or more third parties solely for Mr. Mizrahi to endorse the third party’s products through the use of Mr. Mizrahi’s name, likeness, and/or image, and neither the Company nor Mr. Mizrahi provides licensing or design. ● “Monday Bonus” means $ 10,000 for each appearance by Mr. Mizrahi on Qurate’s QVC channel on Mondays (subject to certain expectations) up to a maximum of 40 such appearances in a calendar year. In addition, on May 31, 2022, all 522,500 unvested shares of restricted stock of the Company held by Mr. Mizrahi (for which all stock-based compensation expense had been previously recognized in prior periods) were immediately vested, with 240,000 of such shares being surrendered for cancellation in satisfaction of withholding tax obligations. Also on May 31, 2022, the Company issued 33,557 additional shares of common stock of the Company (valued at $ 50,000 ) to Mr. Mizrahi, which vested immediately, and made a $ 100,000 cash payment to Mr. Mizrahi ​ Laugh Club Services Agreement ​ On February 24, 2020 the Company entered into a services agreement with Laugh Club, an entity wholly-owned by Mr. Mizrahi, pursuant to which Laugh Club provided services to Mr. Mizrahi necessary for Mr. Mizrahi to perform his services pursuant to the employment agreement. The Company paid Laugh Club an annual fee of $ 0.72 million for such services. This services agreement remained in effect through May 31, 2022. On May 31, 2022, this agreement was transferred to IM Topco as part of the transaction in which the Company sold a majority interest in the Isaac Mizrahi Brand trademarks to a third party (see Note 3 for details). ​ 87 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ ORME ​ On December 4, 2023, the Company acquired a 30 % equity ownership interest in ORME, a short-form video and social commerce marketplace that is planned to launch in 2024, for a purchase price of $ 150,000 . ORME licenses the technology utilized by its marketplace from KonnectBio Inc., in which Robert W. D’Loren, the Company’s Chairman of the Board, Chief Executive Officer, and President, owns an approximate 20 % noncontrolling interest. ​ ​ 12. Subsequent Events Leasing Transactions Effective February 29, 2024, the Company entered into an operating lease for new corporate offices located at 550 Seventh Avenue, 11th floor, New York, New York. This lease commenced in April 2024 and shall expire seven years from the commencement date in 2031. The average annual lease cost over the term of this lease is approximately $ 0.5 million per year. On January 26, 2024, the Company, as lessor, entered into a lease agreement for the sublease of its former corporate offices and operations facility located at 1333 Broadway, 10th floor, New York, New York to a third-party subtenant through October 30, 2027. The average annual fixed rent over the term of this sublease is approximately $ 0.8 million per year. As a result of entering into this sublease, the Company recognized an impairment charge of approximately $ 2.1 million related to the right-of-use asset. The loss recognition will coincide with the departure date. February 29, 2024 has been determined to be the date of a fundamental change to the use of the 1333 Broadway premises. Public Offering and Private Placement 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 “Offering”) of 3,284,421 shares of the Company’s common stock at a price to the public of $ 0.65 per share. In connection with the Offering, 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, purchased 146,250 , 146,250 , and 32,500 shares of common stock, respectively. ​ The closing of the 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 $ 1,735,000 . Upon closing of the Offering, the Company issued the Representative certain warrants to purchase up to 178,953 shares of common stock (the “Representative’s Warrants”) as compensation. The Representative’s Warrants will be exercisable at a per share exercise price of $ 0.8125 . The Representative’s Warrants are exercisable, in whole or in part, during the four and one-half-year period commencing 180 days from the commencement of sales of the shares of common stock in the 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 132,589 , 132,589 , and 29,464 shares, respectively (collectively, the “Private Placement Shares”), at a price of $ 0.98 per Private Placement Share. The total number of Private Placement Shares purchased was 294,642 . Net proceeds after payment of agent fees to the Representative were approximately $ 265,000 . The purchase of the Private Placement Shares closed concurrently with the Offering. ​ 88 Table of Contents XCEL BRANDS, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements December 31, 2023 and 2022 ​ The aggregate number of shares of common stock issued from the Offering and the Private Placement was 3,579,063 shares and the total net proceeds received was approximately $ 2,000,000 . ​ IM Topco ​ On April 12, 2024, the Company, WHP, and IM Topco entered into amendments of the May 27, 2022 membership purchase agreement and the Business Venture Agreement. Under these amendments, the parties agreed to the following: ​ ● The purchase price adjustment provision within the membership purchase agreement was waived until the measurement period ending September 30, 2025. ● If IM Topco royalties are less than $ 13.5 million for the twelve-month period ending March 31, 2025 or less than $ 18.0 million for the year ending December 31, 2025, Xcel shall transfer equity interests in IM Topco to WHP equal to 12.5 % of the total outstanding equity interests of IM Topco, such that Xcel’s ownership interest in IM Topco would decrease from 30 % to 17.5 % , and WHP’s ownership interest in IM Topco would increase from 70 % to 82.5 % . In addition, Xcel shall be obligated to make such transfer to WHP if Xcel fails to make certain payments owed to IM Topco under the second amendment (which totaled $ 375,000 as of December 31, 2023). ● On and after January 1, 2026, WHP shall receive 50 % of the Net Cash Flow which would otherwise be payable to Xcel, until WHP has received an aggregate amount of additional Net Cash Flow equal to $ 1.0 million. Legal Matters ​ On February 16, 2024, counsel to Lori Goldstein, a brand spokesperson for the Company, advised the Company that the Company was in material breach of the March 31, 2021 asset purchase agreement for failure to pay $ 963,642 earned in 2023 in accordance with the provisions of the Lori Goldstein Earn-Out (as described in Note 9) under the terms of the agreement. The Company does not dispute the amount of the Lori Goldstein Earn-Out that was achieved in 2023, and advised Ms. Goldstein that due to Ms. Goldstein’s failure to make all of the QVC appearances as required by her employment agreement, the Company was not willing to pay the amount due in a lump sum, but instead would make the payment in four quarterly installments. Failure to amicably resolve this dispute could adversely affect the Company’s cash flows and the availability of Ms. Goldstein’s services. ​ ​ ​ 89 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure There were no disagreements with our auditors which would require disclosure under Item 304(b) of Regulation S-K. ​