Xcel Brands, Inc., together with its subsidiaries, operates as a media and consumer products company.
The company engages 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.
The company’s brand portfolio consists of the LOGO by Lori Goldstein brand (the Lori Goldstein Brand), the Halston brands (the Halston Brand),...
Xcel Brands, Inc., together with its subsidiaries, operates as a media and consumer products company.
The company engages 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.
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, including:
The Lori Goldstein Brand, Halston Brand, Ripka Brand, and C Wonder Brand, which are wholly owned by the company;
The Longaberger Brand, which the company manages through its 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 the company wholly owns and manages 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 continue to contribute to the operations of the brand through a service agreement.
The company also owns a 30% interest in ORME Live Inc. (ORME), a short-form video and social commerce marketplace that launched in the first quarter of 2024. The company 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 customers shop. The company’s brands generated over $5 billion in retail sales via live streaming in interactive television and digital channels alone, and its brands collectively reach over 5 million social media followers through Facebook, Instagram, and TikTok.
To grow the company’s brands, the company is focused on the following primary strategies:
Distribution and/or licensing the company’s brands for sale through interactive television (e.g., QVC, HSN, The Shopping Channel, JTV, etc.);
Licensing of the company’s brands to retailers that sell to the end consumer;
Direct-to-consumer distribution of the company’s brands through e-commerce and live streaming;
Licensing the company’s brands to manufacturers and retailers for promotion and distribution through e-commerce, social commerce, and traditional brick-and-mortar retail channels; and
Acquiring additional consumer brands and integrating them into the company’s operating platform, and leveraging the company’s operating infrastructure and distribution relationships.
Recent Developments
Prior to 2023, the company engaged in certain wholesale and direct-to-consumer sales of products under its brands. In 2023, the company signed master license agreements for the company’s Halston Brand and Judith Ripka Brand, and license agreements for the supply of products under certain on the company’s brands to HSN, that enabled the company to outsource a majority of its wholesale and direct-to-consumer operations and revert to a working capital light business model. In addition to licensing out the brands described above, the company outsourced the operations of Longaberger through a license agreement with a third party to operate and manage the Longaberger e-commerce website in the fourth quarter of 2023, and has recently launched Longaberger on ORME in early 2024.
Brand Portfolio
The company’s brand portfolio consists of the Lori Goldstein, Halston, Judith Ripka, C Wonder, Longaberger, CB, and Isaac Mizrahi Brands, and other proprietary brands, including the various labels under these brands.
Lori Goldstein
Lori Goldstein helped the fashion industry recognize the value and influence of a visionary stylist by telling powerful, transformative, and authentic stories through the static image. After 35 years behind the camera, Lori ventured in front of it in 2009 when she launched LOGO by Lori Goldstein, an exclusive collection for QVC. LOGO was born from Lori's lifelong passion for layering clothes and her anything goes with everything approach to fashion and is a sophisticated lifestyle brand that embraces Lori's aesthetic and speaks to everyday women. LOGO draws inspiration from the beauty of women of all ages and sizes and gives them the tools and fashion pieces to be their most fabulous selves. The company acquires 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 was founded by Roy Halston Frowick in the 1960s, and quickly became one of the most important American fashion brands in the world, becoming synonymous with glamour, sophistication, and femininity. Halston’s groundbreaking designs and visionary style still influence designers around the world today. The company acquires the H Halston brands in December 2014, and since its acquisition of the Halston Heritage brands in February 2019, the company 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 – through its long-term master license agreement with G-III Apparel Group.
Judith Ripka
Judith Ripka is a luxury jewelry brand founded by Judith Ripka in 1977. This brand has become known worldwide for its distinctive designs featuring intricate metalwork, vibrant colors, and distinctive use of texture. The Judith Ripka Fine Jewelry collection consists of pieces in 18 karat gold and sterling silver with precious-colored jewels and diamonds, and is available in fine jewelry stores, luxury retailers, and via e-commerce. The company acquires the Ripka brand in April 2014. In 2017 and 2018, the company launched its Judith Ripka Fine Jewelry e-commerce operations and wholesale operations; these businesses were subsequently licensed to JTV in the first quarter of 2023. In 2021, the company opened a retail store for Judith Ripka Fine Jewelry in Westchester, New York, which was subsequently closed in 2022.
C Wonder
The C Wonder brand was founded by J. Christopher Burch in 2011. This brand is built upon a foundation of bold, vibrant colors and exceptional, eye-catching prints that celebrate the art of everyday dressing. C Wonder offers women’s clothing, footwear, jewelry and accessories, and delightful surprises at every turn. The company acquires the C Wonder Brand in July 2015. The brand is available through HSN.
Longaberger
Longaberger is an iconic American heritage home and collectibles brand that began making baskets in 1896 and launched a direct sales company in 1973 by the Longaberger family. The brand is best known for its distinctive handwoven baskets. The company acquires a 50% ownership interest in this brand through a business venture with Hilco Global in November 2019, and are 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. The company launches its Longaberger e-commerce and live-streaming operations in February 2020. In the fourth quarter of 2023, the company outsources the operations and manages the brand’s e-commerce business to a third party.
TowerHill by Christie Brinkley
TowerHill by Christie Brinkley is a new brand announced December 2023 as a co-branded collaboration between the company and Christie Lee Brinkley, an iconic American supermodel with over one million followers on social media. The brand is scheduled to launch in May 2024 on HSN, with plans to license and launch products outside of HSN starting in 2025.
Isaac Mizrahi
Isaac Mizrahi is an iconic American brand that stands for timeless, cosmopolitan style. Isaac Mizrahi, the designer, launched his eponymous label in 1987 to critical acclaim, including four Council of Fashion Designers of America (CFDA) awards. Since then, this brand has become known and beloved around the world for its colorful and stylish designs. As a true lifestyle brand, under Xcel’s ownership it has expanded into over 150 different product categories, including sportswear, footwear, handbags, watches, eyewear, tech accessories, home, and other merchandise. 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 acquires the Isaac Mizrahi brand in September 2011, and in May 2022, the company sells a majority interest in the brand to a third party, retaining a 30% noncontrolling interest in the brand.
Strategy
The key elements of the company’s strategy include organic growth in its existing brands; developing new brands that are well positioned in social commerce; and the acquisition of brands and businesses that fit its long-term strategy.
With respect to organic growth in the company’s existing brands, the company has recently entered into master license agreements for the company’s Halston Brand and Judith Ripka Brand. The Halston master license agreement is with G-III Apparel Group (G-III), which is a publicly traded company and one of the largest designers and suppliers of wholesale apparel and accessories in the world.
While the license provides for guaranteed minimum royalties to the company during the term (which extends for 25 years, including an initial term of five years plus renewal options), G-III is expected to launch the brand through its existing distribution channels in Fall 2024, and the company expect that the business and corresponding royalty revenues to Xcel will ramp up beginning with the launch. Additionally, the company entered into an interactive television license and an e-commerce license in 2023 with America’s Collectible Network, Inc., d/b/a JTV, for the company’s Judith Ripka Brand, which officially launched on JTV’s television channel in October 2023 and which the company expect to continue to ramp up in 2024 and beyond, as JTV has expressed plans to make Judith Ripka one of the core brands on its network. Finally, the C Wonder Brand launched on HSN in mid-2023, and performed extremely well in its launch year. HSN has advised the company that it has planned increases in the business in 2024, which the company expect will result in increased revenues from the brand in 2024 and beyond. The company is also working on licensing other categories under the C Wonder Brand for distribution both on HSN and outside of the network.
TowerHill by Christie Brinkley is a brand that the company is scheduled to launch in May 2024 on HSN, and with plans to license and launch products outside of HSN starting in 2025. While this is a new brand for Xcel, it is an example of a brand that the company developed with low up-front costs and that the company were able to leverage the company’s unique experience, relationships, and social commerce knowledge to launch. The company is excited about launching this brand with Christie Brinkley, and expects to launch at least one other similarly-developed brand later in 2024.
Finally, in December 2023, Xcel acquired a 30% interest in ORME, which is a brand new short-form video social commerce marketplace that launched in the first quarter of 2024.
Licensing
The company’s working-capital-light licensing plus business model allows it to focus on its core competencies of design, marketing, and brand management without the investment requirements in inventory associated with traditional consumer product companies.
Qurate Agreements
Qurate Retail Group (Qurate) is an important strategic partner in its interactive television business, and is the largest licensee for the Lori Goldstein, C Wonder, 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 allows its on-air spokespersons to promote its non-Qurate product lines and certain strategic partnerships through QVC’s and HSN’s programs, subject to certain parameters including, in certain cases, the payment of a portion of its non-Qurate revenues to Qurate. The company’s abilities to continue to leverage Qurate’s media platform, reach, and attractive customer base to cross-promote products in and drive traffic to its other channels of distribution provides it a unique advantage.
Through its wholly owned subsidiaries, the company enters into direct-to-retail license agreements with 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 its 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 and related internet sites.
Pursuant to these agreements, the company grants 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 it, 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 its spokespersons to promote the respective products.
On May 31, 2022, in connection with its sale of a majority interest in the Isaac Mizrahi brand to a third party, the agreement with Qurate related to the IsaacMizrahiLIVE brand was assigned to IM Topco, LLC.
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 it 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.
The Qurate Agreements generally prohibit it 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 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.
For the years ended December 31, 2023, net licensing revenue from Qurate collectively accounted for approximately 34% of the total net revenue of the company.
Halston Master License
On May 15, 2023, the company, through its wholly owned subsidiaries, H Halston, LLC and H Heritage Licensing, LLC (collectively, the Licensor), entered into a master license agreement relating to the Halston Brand (the Halston Master License) with G-III (as licensee) 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 provides 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.
For the year ended December 31, 2023, net licensing revenue from the Halston Master License accounted for approximately 9% of the total net revenue of the company.
Other Licensing Agreements
The company enters 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 its 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. The company’s other license agreements cover various categories, including 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.
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 for such company, or other services as determined on a case-by-case basis. These includes 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 its proprietary integrated technology platform.
Marketing
Marketing is a critical element to maximize brand value to the company’s licensees and the company. The company employs live streaming, social media, and other marketing and public relations support for its brands.
Given its true omni-channel retail sales strategy focusing on the sale of branded products through various distribution channels (including live-streaming, e-commerce, interactive television, and traditional brick-and-mortar sales channels), the company’s marketing efforts focuses on leveraging micro and mega-influencers, entertainment tie-ins, PR and editorial, social media campaigns, personal appearances, and digital content in order to drive retail sales of product and consumer awareness across the company’s various sales distribution channels. The company seeks to create the intersection where shopping, entertainment, and social media meet. As such, 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 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 Lori Goldstein brand through www.lorigoldstein.com, the Halston Brand through www.halston.com, the Judith Ripka brand through www.judithripka.com, the C Wonder brand through www.cwonder.com, and the Longaberger brand through www.longaberger.com. Through its websites, the company is able to present the products under its brands to customers with branding that reflects each brand’s heritage and unique point of view.
The company is in discussions with other potential licensees and strategic partners to license and/or co-brand its brand portfolio for additional categories. In certain cases, the company engages licensing agents to assist in the procurement of such licenses for which the company licensees pay such agents’ fees based upon a percentage of the net sales of licensed products by such licensees, or a percentage of the royalty payments that the company receives from such licensees. While many of the new and proposed licensing agreements will likely require it to provide seasonal design services, most of its new and prospective licensing partners have their own design staff, and the company expects low incremental overhead costs related to expanding its licensing business. The company will endeavor, where possible, to require licensees to provide guaranteed minimum royalties under their license agreements.
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. The company 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 the company receives a retail royalty directly from the interactive television licensee; and sales of products through e-commerce sites operated by it. Additionally, based upon guaranteed minimum royalty provisions required under many of the license agreements, the company recognizes revenue related to certain other licenses based on the greater of the sales-based royalty or the guaranteed minimum royalty.
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 also has a 30% ownership interest in IM Topco, which owns the Mizrahi brands, including the trademarks and brands Isaac Mizrahi, Isaac Mizrahi New York, IMNYC Isaac Mizrahi, and IsaacMizrahiLIVE.
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.
History
Xcel Brands, Inc. was founded in 2011.
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