XML 28 R11.htm IDEA: XBRL DOCUMENT v3.20.1
Significant Contracts
12 Months Ended
Dec. 31, 2019
Significant Contracts [Abstract]  
Significant Contracts

5.   Significant Contracts

QVC Agreements

Through its wholly owned subsidiaries, the Company has direct-to-retail license agreements with QVC, pursuant to which the Company designs, and QVC sources and sells, various products under the IsaacMizrahiLIVE brand, the Judith Ripka brand, and the H by Halston brand. These agreements include, respectively, the IM QVC Agreement, the Ripka QVC Agreement, and the H QVC Agreement (collectively, the “QVC Agreements”). QVC owns the rights to all designs produced under the QVC Agreements, and the QVC Agreements include the sale of products across various categories through QVC’s television media and related internet sites.

Pursuant to the agreements, the Company has granted to QVC 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. The QVC Agreements include automatic renewal periods as detailed below unless terminated by either party.

 

 

 

 

 

 

 

 

 

 

 

 

Current Term

 

Automatic

 

Xcel Commenced

 

QVC Product

Agreement

    

Expiry

    

Renewal

    

Brand with QVC

    

Launch

IM QVC Agreement

 

September 30, 2020

 

one-year period

 

September  2011

 

2010

Ripka QVC Agreement

 

March 31, 2020

 

one-year period

 

April  2014

 

1999

H QVC Agreement

 

December 31, 2022

 

three-year period

 

January  2015

 

2015

 

On March 31, 2020, the Ripka QVC Agreement was automatically renewed, as per the terms of the agreement, through March 31, 2021.

In connection with the foregoing and during the same periods, QVC 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. Under the IM QVC Agreement, IM Brands has also granted to QVC and its affiliates, during the same period, exclusive, worldwide rights to promote third-party vendor co-branded products that, in addition to bearing and being marketed in connection with the trademarks and logos of such third-party vendors, also bear or are marketed in connection with the IsaacMizrahiLIVE trademark and related logo.

Under the QVC Agreements, QVC is obligated to make payments to the Company on a quarterly basis, based primarily upon a percentage of 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 QVC and its subsidiaries under the QVC Agreements, excluding freight, shipping and handling charges, customer returns, and sales, use, or other taxes.

Also, under the QVC Agreements, the Company will pay a royalty participation fee to QVC 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 revenue from QVC totaled $22.21 million and $25.63 million for the Current Year and Prior Year, respectively, representing approximately 53% and 72% of the Company’s total revenues, respectively. As of December 31, 2019 and 2018, the Company had receivables from QVC of $4.33 million and $5.68 million, representing approximately 41% and 52% of the Company’s accounts receivable, respectively. The December 31, 2019 and 2018 QVC receivables did not include any earned revenue accrued but not yet billed as of the respective balance sheet dates.