XCel Brands, Inc. Files 2023 Annual Report on Form 10-K

TL;DR

<b>XCel Brands, Inc. has filed its 2023 10-K report detailing its business operations, financial performance, and significant agreements.</b>

AI Summary

XCel Brands, Inc. (XELB) filed a Annual Report (10-K) with the SEC on April 19, 2024. XCel Brands, Inc. filed its 2023 Form 10-K on April 19, 2024. The company was formerly known as NETFABRIC HOLDINGS, INC. and HOUSTON OPERATING CO. Key agreements and events mentioned include the Halston Brand, Isaac Mizrahi Sale Transaction, and various Qurate agreements. Subsequent events include a Business Venture Agreement with IMWhpLlc and IMTopcoLLCMember as of April 12, 2024. The filing covers the fiscal year ending December 31, 2023.

Why It Matters

For investors and stakeholders tracking XCel Brands, Inc., this filing contains several important signals. This 10-K filing provides a comprehensive overview of XCel Brands' financial health and strategic initiatives for the fiscal year 2023, including details on brand performance and significant transactions. Understanding the details of agreements like the Halston Brand and subsequent events such as the Business Venture Agreement is crucial for assessing the company's future growth prospects and potential risks.

Risk Assessment

Risk Level: medium — XCel Brands, Inc. shows moderate risk based on this filing. The company has a history of name changes and complex agreements, indicating potential operational or financial restructuring that could pose risks.

Analyst Insight

Review the specific terms of the Business Venture Agreement and other brand-related agreements to understand their impact on future revenue and profitability.

Key Numbers

• 20231231 — Fiscal Year End (Conformed period of report)
• 2024-04-19 — Filing Date (Date the 10-K was filed)
• 2024-04-18 — Date of Change (Date of change in filing values)
• 1333 BROADWAY 10TH FLOOR NEW YORK NY 10018 — Business Address (Company's primary business address)

Key Players & Entities

• XCel Brands, Inc. (company) — Filer name
• NETFABRIC HOLDINGS, INC. (company) — Former company name
• HOUSTON OPERATING CO. (company) — Former company name
• Halston Brand (company) — Brand mentioned in agreements
• Isaac Mizrahi (company) — Brand involved in a sale transaction
• IMTopcoLLCMember (company) — Entity involved in subsequent events
• IMWhpLlc (company) — Entity involved in subsequent events
• Qurate (company) — Company with which agreements are held

FAQ

Risk Factors

• Risk Factors [medium — financial]: The filing mentions various agreements and transactions, including those related to the Halston Brand and Isaac Mizrahi, which could present financial risks if not managed effectively.
• Business Venture Agreement [medium — operational]: A subsequent Business Venture Agreement with IMWhpLlc and IMTopcoLLCMember as of April 12, 2024, may introduce new operational complexities or dependencies.

Key Dates

• 2023-12-31: Fiscal Year End — Marks the end of the reporting period for the 10-K.
• 2024-04-19: 10-K Filing Date — Official date the annual report was submitted to the SEC.
• 2024-04-12: Business Venture Agreement — A significant subsequent event impacting potential future operations.

Glossary

10-K

An annual report required by the U.S. Securities and Exchange Commission (SEC), which gives a comprehensive summary of a company's financial performance. (This is the primary document type filed, containing detailed financial and operational information.)

Key Financial Figures

• $0.001 — ange on which registered Common Stock, $0.001 par value per share XELB NASDAQ Cap
• $5 billion — rs shop. Our brands have generated over $5 billion in retail sales via live streaming in i
• $3 billion — the world, with annual revenues of over $3 billion. While the license provides for guarant

Filing Documents

• xelb-20231231x10k.htm (10-K) — 2531KB
• xelb-20231231xex4d4.htm (EX-4.4) — 85KB
• xelb-20231231xex10d7.htm (EX-10.7) — 142KB
• xelb-20231231xex10d8.htm (EX-10.8) — 68KB
• xelb-20231231xex10d9.htm (EX-10.9) — 303KB
• xelb-20231231xex21d1.htm (EX-21.1) — 6KB
• xelb-20231231xex31d1.htm (EX-31.1) — 11KB
• xelb-20231231xex31d2.htm (EX-31.2) — 11KB
• xelb-20231231xex32d1.htm (EX-32.1) — 6KB
• xelb-20231231xex32d2.htm (EX-32.2) — 6KB
• xelb-20231231xex97d1.htm (EX-97.1) — 32KB
• xelb-20231231xex10d7001.jpg (GRAPHIC) — 1KB
• xelb-20231231xex10d9001.jpg (GRAPHIC) — 5KB
• 0001558370-24-005326.txt (&nbsp;) — 11676KB
• xelb-20231231.xsd (EX-101.SCH) — 78KB
• xelb-20231231_cal.xml (EX-101.CAL) — 91KB
• xelb-20231231_def.xml (EX-101.DEF) — 387KB
• xelb-20231231_lab.xml (EX-101.LAB) — 686KB
• xelb-20231231_pre.xml (EX-101.PRE) — 611KB
• xelb-20231231x10k_htm.xml (XML) — 1590KB

Business

Business 4 Item 1A

Risk Factors

Risk Factors 13 Item 1B Unresolved Staff Comments 33 Item 1C Cybersecurity 33 Item 2

Properties

Properties 33 Item 3

Legal Proceedings

Legal Proceedings 34 Item 4 Mine Safety Disclosures 34 PART II Item 5 Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 34 Item 6 [Reserved] 36 Item 7

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 36 Item 7A

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 50 Item 8

Financial Statements and Supplementary Data

Financial Statements and Supplementary Data 51 Item 9 Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 90 Item 9A

Controls and Procedures

Controls and Procedures 90 Item 9B Other Information 91 Item 9C Disclosure Regarding Foreign Jurisdictions that Prevent Inspections 91 PART III Item 10 Directors, Executive Officers and Corporate Governance 91 Item 11

Executive Compensation

Executive Compensation 99 Item 12

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 102 Item 13 Certain Relationships and Related Transactions, and Director Independence 104 Item 14 Principal Accountant Fees and Services 106 PART IV Item 15 Exhibit and Financial Statement Schedules 107

Signatures

Signatures 110 2 Table of Contents PART I

FORWARD-LOOKING STATEMENTS

FORWARD-LOOKING STATEMENTS This Annual Report on Form 10-K contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, that involve risks and uncertainties. All statements other than statements of historical fact contained in this Annual Report, including statements regarding future events, our future financial performance, business strategy, and plans and objectives of management for future operations, are forward-looking statements. We have attempted to identify forward-looking statements by terminology including "anticipates," "believes," "can," "continue," "ongoing," "could," "estimates," "expects," "intends," "may," "appears," "suggests," "future," "likely," "goal," "plans," "potential," "projects," "predicts," "seeks," "should," "would," "guidance," "confident," or "will" or the negative of these terms or other comparable terminology. These forward-looking statements include, but are not limited to, statements regarding our anticipated revenue, expenses, profitability, strategic plans, and capital needs. These statements are based on information available to us on the date hereof and our current expectations, estimates, and projections and are not guarantees of future performance. Forward-looking statements involve known and unknown risks, uncertainties, assumptions, and other factors, including, without limitation, the risks outlined under "Risk Factors" or elsewhere in this Annual Report, as well as adverse effects on us, our licensees, and customers due to natural disasters, pandemic disease, and other unexpected events, which may cause our or our industry's actual results, levels of activity, performance, or achievements to differ materially from those expressed or implied by these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks emerge from time to time and it is not pos

Business

Item 1. Business Overview Xcel Brands, Inc. (the "Company," "Xcel," "We," "Us," or "Our") is a media and consumer products company engaged in the design, licensing, marketing, live streaming, and social commerce sales of branded apparel, footwear, accessories, fine jewelry, home goods and other consumer products, and the acquisition of dynamic consumer lifestyle brands. Xcel was founded in 2011 with a vision to reimagine shopping, entertainment, and social media as social commerce. Currently, our brand portfolio consists of the 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, including: the Lori Goldstein Brand, Halston Brand, Ripka Brand, and C Wonder Brand, which are wholly owned by the Company; the Longaberger Brand, which we manage through our 50% ownership interest in Longaberger Licensing, LLC, and the CB Brand, which is a co-owned brand between Xcel and Christie Brinkley; and the Isaac Mizrahi Brand, which we wholly owned and managed through May 31, 2022. On May 31, 2022, we sold a majority interest in the brand to a third party, but retained a 30% noncontrolling interest in the brand and continue to contribute to the operations of the brand through a service agreement. We also own a 30% interest in ORME Live Inc. ("ORME"), a short-form video and social commerce marketplace that launched in the first quarter of 2024. Xcel continues to pioneer a true omni-channel and social commerce sales strategy which includes the promotion and sale of products under its brands through interactive television, digital live-stream shopping, social commerce, traditional brick-and-mortar retailers, and e-commerce channels, to be everywhere its

View Full Filing

View this 10-K filing on SEC EDGAR