About Xcel Brands

Xcel Brands, Inc. operates as a media and consumer products company. The company engages in the design, production, marketing, live streaming, wholesale distribution, and direct-to-consumer sales of branded apparel, footwear, accessories, fine jewelry, home goods and other consumer products; and the acquisition of dynamic consumer lifestyle brands. 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), 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 manages the Q Optix business through its 50% ownership interest in Q Optix, LLC. The company wholly owned and managed the Isaac Mizrahi Brand through May 31, 2022. On May 31, 2022, the company sold a majority interest in the brand to a third party, but retained a 30% noncontrolling interest in the brand and continues to participate in the operations of the business. The company is pioneering a true omni-channel sales strategy, which includes the promotion and sale of products under its brands through interactive television, digital live-stream shopping, brick-and-mortar retail, wholesale, and e-commerce channels, to be everywhere its customers shop. The company entered into a new interactive television licensing agreement with America's Collectibles Network, Inc. doing business as JTV (JTV) for the Ripka Brand, and a separate license with JTV for the Ripka Brand's e-commerce business. In conjunction with the launch of the C Wonder Brand on HSN, the company licensed the wholesale production operations related to the brand to One Jeanswear Group, LLC (OJG); this new license with OJG also includes other new celebrity brands that the company plans to launch in 2023 and beyond. For the Halston Brand, the company plans on entering into a joint venture related to the brand's wholesale apparel business with another leading manufacturer (the Halston JV). The Halston JV will develop an apparel business under the H Halston brand through department stores, e-commerce, and other retailers. The company expects the transition of these operating businesses to be completed by the second quarter of 2023. Brand Portfolio The company's brand portfolio includes the Lori Goldstein, Halston, Judith Ripka, C Wonder, Longaberger, and Isaac Mizrahi Brands, and other proprietary brands, including the various labels under these brands. Lori Goldstein Lori Goldstein is a sophisticated lifestyle brand. The company acquired the Lori Goldstein brands, including LOGO by Lori Goldstein, in April 2021, and the brand is available through the QVC channel. Halston The Halston brand is one of the most important American fashion brands in the world. The company acquired the H Halston brands in December 2014, and since its acquisition of the Halston Heritage brands in February 2019, it owns all Halston labels under its brands. The brand is available across various distribution channels, including premium and better department stores, e-commerce, interactive television, and national specialty retailers. Judith Ripka Judith Ripka is a luxury jewelry brand. This brand has become known worldwide for its distinctive designs featuring intricate metalwork, vibrant colors, and distinctive use of texture. The company acquired the Ripka brand in April 2014. In December 2017, the company launched its Judith Ripka Fine Jewelry e-commerce operations. In January 2018, the company launched the Judith Ripka Fine Jewelry wholesale operations. In 2021, the company opened a retail store for Judith Ripka Fine Jewelry in Westchester, New York; it subsequently closed the store in 2022. C Wonder The C Wonder brand offers a wide-ranging assortment of beautiful, versatile, and spirited products that are designed to transport its customers to a place they have never been. C Wonder offers women's clothing, footwear, jewelry and accessories, and delightful surprises at every turn. The company acquired the C Wonder Brand in July 2015, and the brand is available at mass merchant retailers, clubs, and certain off-price retailers. Longaberger Longaberger is an iconic American heritage home and collectibles brand. The brand is best known for its distinctive handwoven baskets. The company acquired a 50% ownership interest in this brand through a business venture with Hilco Global in November 2019, and is actively managing this brand to build on its history and bring it into the future as a digital first live-streaming and social commerce business. It launched its Longaberger e-commerce and live-streaming operations in February 2020. Q Optix Q Optix is a multi-branded optical business on HSN and QVC. The business is conducted through a joint venture, which was formed in June 2022 and in which the company holds a 50% ownership interest, whereby it leverages inventory and systems of its partner without any material working capital investments. The company launched sales of Q Optix products in June 2022. Isaac Mizrahi Isaac Mizrahi is an iconic American brand that stands for timeless, cosmopolitan style. As a true lifestyle brand, under the company's ownership it has expanded into over 150 different product categories, including sportswear, footwear, handbags, watches, eyewear, tech accessories, home, and other merchandise. Under the company's omni-channel retail sales strategy, the brand is available across various distribution channels to reach customers wherever they shop: better department stores, such as Saks and Hudson's Bay; interactive television, including QVC and The Shopping Channel; and national specialty retailers. The brand is also sold in various global locations, including Canada, Italy, the United Kingdom, and Japan. The company acquired the Isaac Mizrahi brand in September 2011, and in May 2022, it sold a majority interest in the brand to a third party, retaining a 30% noncontrolling interest in the brand. Strategy The company's primary strategies include distribution and/or licensing of its brands for sale through interactive television (i.e., QVC, HSN, The Shopping Channel, TVSN, CJO, JTV, etc.); wholesale distribution through joint ventures or licensing of its brands to retailers that sell to the end consumer; direct-to-consumer distribution of its brands through e-commerce and live streaming; licensing its brands to manufacturers and retailers for promotion and distribution through e-commerce, social commerce, and traditional brick-and-mortar retail channels whereby it provides certain design services; and acquiring additional consumer brands and integrating them into its operating platform and leveraging its operating infrastructure and distribution relationships. The company's strategy includes distribution through interactive television, e-commerce, live streaming, and traditional brick-and-mortar retail channels. By leveraging the reach and consumer engagement of its media partners, and by developing rich online video and social media content under its brands, the company's strategy is to drive increased customer engagement and generate sales across its channels of distribution. The key elements of the company's strategy are to acquire, develop, or partner with brands; expand and leverage its live-streaming platform; continue to develop its integrated technologies platform; expand other retail partnerships; expand wholesale license relationships; and deliver quality product offerings. Licensing, Design, Production, and Marketing Interactive TV Qurate Retail Group (Qurate) is an important strategic partner in the company's interactive television business, and is its largest licensee for its Lori Goldstein and Isaac Mizrahi brands. Qurate's business model is to promote and sell products through its interactive television programs featured on QVC and HSN and related e-commerce and mobile platforms. The company employs and manages on-air spokespersons under each of these brands in order to promote products under its brands on QVC and HSN. Qurate's programming reaches over 200 million homes worldwide. The company's agreements with Qurate allow it on-air spokespersons to promote its non-Qurate product lines and strategic partnerships under the Mizrahi, Ripka, and Halston brands through QVC's and HSN's programs, subject to certain parameters, including the payment of a portion of its non-Qurate revenues to Qurate. The licensing business model allows it to focus on its core competencies of design, production, marketing, and brand management without much of the investment requirements in inventory associated with traditional consumer product companies. The company's brands licensed to Qurate are licensed through its various wholly owned subsidiaries. Qurate Agreements Through the company's wholly owned subsidiaries, the company has entered into direct-to-retail license agreements with Qurate, pursuant to which it designs, and Qurate sources and sells, various products under its LOGO by Lori Goldstein brand, the Longaberger brand, and the Judith Ripka brand. These agreements include, respectively, the Qurate Agreement for the LOGO by Lori Goldstein Brand (the LOGO Qurate Agreement) and the Qurate Agreement for the Longaberger Brand (the Longaberger Qurate Agreement). Pursuant to these agreements, the company granted to Qurate and its affiliates the exclusive, worldwide right to promote its 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. In addition to the foregoing agreements, on August 30, 2022, Qurate and the company amended its licensing agreement for the Judith Ripka brand to terminate the license period effective December 31, 2021. Effective January 1, 2022, the agreement is effective with respect to a sell-off period, under which Qurate may continue to license the Ripka brand on a non-exclusive basis for as long as necessary to sell off any of its remaining inventory. In connection with the foregoing and during the same periods, Qurate and its subsidiaries have the exclusive, worldwide right to use the names, likenesses, images, voices, and performances of its spokespersons to promote the respective products. Under the Qurate Agreements, the company is generally restricted from selling products under the specified respective brands or trademarks (including the trademarks, copyrights, designs, logos, and related intellectual property themselves) to certain mass merchants. Other Licensing Agreements The company has entered into numerous other licensing agreements for sales and distribution through e-commerce and traditional brick-and-mortar retailers. Authorized distribution channels include department stores, mass merchant retailers, clubs, and national specialty retailers. Under the company's other licenses, a supplier is granted rights, typically on an exclusive basis, to a single or small group of related product categories for sale to multiple accounts within an approved channel of distribution and territory. The company's other license agreements typically provide the licensee with the exclusive rights for a certain product category in a specified territory and/or distribution channel under a specific brand or brands. Its other license agreements cover various categories, including but not limited to women's apparel, footwear, and accessories; bath and body; jewelry; home products; men's apparel and accessories; children's and infant apparel, footwear, and accessories; and electronics cases and accessories. The terms of the agreements generally range from three to six years with renewal options. The company's licensees sell its branded licensed products through brick-and-mortar retailers, e-commerce, and in certain cases supply products to interactive television companies for sale through their television programs and/or through their internet websites. It generally recognizes revenues from its other licenses based on a percentage of the sales of products under its brands, but excluding sales of products to interactive television networks, where it receives a retail royalty directly from the interactive television licensee; and sales of products through e-commerce sites operated by it. Wholesale and e-Commerce In 2022, the company added its Q Optix business to its wholesale operations. The company's focus is to continue to grow its direct-to-consumer and live-streaming businesses into a significant portion of its overall business. Collaborations In certain cases, the company collaborates with and provides promotional services to other brands or companies, which arrangements may include the use of its brands for the promotion of such company or brands through the internet, television, or other digital content, print media, or other marketing campaigns featuring in-person appearances by its celebrity spokespersons, the development of limited collections of products (which may include co-branded products) for such company, or other services as determined on a case-by-case basis. These have included promotions with Sesame Street, Crayola, Hewlett Packard, Revlon, Johnson & Johnson, and Kleenex. The company also provides certain technology services to its retail partners and certain of its licensees under the company's proprietary integrated technology platform. Marketing The company's marketing is conducted primarily through live-streaming and social media, videos, images, and other digital content that are all updated regularly and are amplified by micro and mega-influencers and entertainment tie-ins. The company's efforts also include promoting namesakes of its brands and its personalities through various media, including live-streaming, television, design for performances, and other events. The company also works with its retail partners to leverage their marketing resources, including e-commerce platforms and related digital marketing campaigns, social media platforms, direct mail pieces, and public relations efforts. The company also markets the Judith Ripka Fine Jewelry brand through www.judithripka.com, Halston Brand through www.halston.com, the C Wonder brand through www.cwonder.com, the Lori Goldstein brand through www.lorigoldstein.com, and the Longaberger brand through www.longaberger.com. The company's e-commerce businesses' growth is dependent on live-streaming and other marketing to drive traffic to its websites and converting its visitors into customers. Trademarks The company, through its wholly owned subsidiaries, owns and exploits the Lori Goldstein brands, which include the trademarks and brands LOGO by Lori Goldstein, LOGO, LOGO Links, LOGO Lounge, LOGO Layers, and LOGO Luna; the Halston brands, which include the trademarks and brands Halston, Halston Heritage, Roy Frowick, H by Halston, and H Halston; the Ripka brands, which include the trademarks and brands Judith Ripka LTD, Judith Ripka Collection, Judith Ripka Legacy, Judith Ripka, and Judith Ripka Sterling; and the C Wonder brands, which include the trademarks and brands C Wonder and C Wonder Limited. The company manages and has a 50% ownership interest in the brands and trademarks of the Longaberger brand through its business venture with Hilco Global. The company has a 50% ownership interest in the brands and trademarks of the Q Optix brand through its business venture with Vita Frame LLC. The company also has a 30% ownership interest in the Mizrahi brands, which include the trademarks and brands Isaac Mizrahi, Isaac Mizrahi New York, IMNYC Isaac Mizrahi, and IsaacMizrahiLIVE, through its business venture with WHP Global. Government Regulation The company is subject to federal, state, and local laws and regulations affecting its business, including those promulgated under the Occupational Safety and Health Act, the Consumer Product Safety Act, the Flammable Fabrics Act, the Textile Fiber Product Identification Act, the rules and regulations of the Consumer Product Safety Commission, and various environmental laws and regulations. The company is in compliance in all material respects with all applicable governmental regulations. History Xcel Brands, Inc. was founded in 2011.