Document


 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
 
 
FORM 8-K
 

CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of The Securities Exchange Act of 1934
 
Date of Report (Date of earliest event reported): March 28, 2019
 

XCEL BRANDS, INC.
(Exact name of registrant as specified in its charter)
 
 
Delaware
001-37527
76-0307819
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)
1333 Broadway, New York, New York
10018
(Address of Principal Executive Offices)
(Zip Code)
 
Registrant’s telephone number, including area code (347) 727-2474
 
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
 
 
 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2. below):
 
¨
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
  
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 
Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 






Item 2.02
Results of Operations and Financial Conditions.
 
On March 28, 2019, the Registrant issued a press release announcing its financial results for the fiscal quarter and year ended December 31, 2018. As noted in the press release, the Registrant has provided certain non–U.S. generally accepted accounting principles (“GAAP”) financial measures, the reasons it provided such measures and a reconciliation of the non–U.S. GAAP measures to U.S. GAAP measures. Readers should consider non–GAAP measures in addition to, and not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP. A copy of the Registrant’s press release is being furnished hereto as Exhibit 99.1 and is incorporated herein by reference.
  
Item 9.01
Financial Statements and Exhibits.
 
(d)
Exhibits.

 


SIGNATURES
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
XCEL BRANDS, INC.
(Registrant)
 
 
By:
 
/s/ James F. Haran
 
 
Name:
James F. Haran
 
 
Title:
Chief Financial Officer
 
Date: April 1, 2019

 


Exhibit
Page 1


Exhibit 99.1
 http://api.tenkwizard.com/cgi/image?quest=1&rid=23&ipage=12813437&doc=3



Xcel Brands, Inc. Announces Fourth Quarter and Fiscal Year 2018 Results

March 28, 2019

Fourth Quarter Total Revenues of $9.9 Million, up 42% from the Prior Year Quarter,
Full Year Total Revenues of $35.5 Million, up 12% from Prior Year, and
On February 12, 2019 Xcel Acquired the Halston and Halston Heritage Trademarks

NEW YORK, March 28, 2019 (GLOBE NEWSWIRE) -- Xcel Brands, Inc. (NASDAQ: XELB) (“Xcel” or the “Company”), a media and consumer products company, today announced its financial results for the fourth quarter and fiscal year ended December 31, 2018.

Robert W. D'Loren, Chairman and Chief Executive Officer of Xcel commented, “Fiscal year 2018 was a transformative year for us as our fourth quarter and full year results saw a marked improvement in total revenues, operating income and GAAP net income (loss) from the prior year quarter. We continue to experience positive momentum across our multiple channels of distribution, including expanding our wholesale and direct to consumer businesses. I am pleased by our results and the direction we are heading.”

Fourth Quarter 2018 Financial Results

Total revenue for the fourth quarter of 2018 was $9.9 million, a net increase of $2.9 million over the prior year quarter, primarily driven by sales from the Company’s Judith Ripka Fine Jewelry wholesale and e-commerce operations and wholesale apparel operations. Net revenue for the fourth quarter of 2018 increased $0.9 million to $7.9 million from $7.0 million in the prior year primarily attributable to net margin from wholesale and e-commerce sales.

GAAP net loss was approximately $0.3 million for the fourth quarter, or ($0.02), per basic and diluted share, compared with a GAAP net loss of $10.2 million, or ($0.55) per basic and diluted share, for the prior year quarter. The current quarter’s net loss includes a $0.8 million non-recurring facility exit charge relating to the Company’s prior office and operating facility. The prior year’s net loss includes a goodwill charge of $12.4 million. After adjusting for certain cash and non-cash items, non-GAAP net income for the quarters ended December 31, 2018 and December 31, 2017, was approximately $0.9 million, or $0.05 per diluted share and approximately $0.7 million, or $0.04 per diluted share, respectively.

Adjusted EBITDA for the fourth quarter of 2018 was up $0.3 million to approximately $1.7 million, compared to approximately $1.4 million in the prior year quarter.

Full Year December 31, 2018 Financial Results

Total revenue for the year ended December 31, 2018 was $35.5 million, an increase of $3.8 million or 12% over the prior year. The increase in total revenue for the current year was primarily attributable to sales from the Company’s Judith Ripka Fine Jewelry wholesale and e-commerce operations and wholesale apparel operations. Net revenue for the year ended December 31, 2018 increased $1.1 million to $32.8 million from $31.7 million in the prior year. This increase was primarily attributable to net margin from wholesale and e-commerce sales.

GAAP net income was approximately $1.1 million for the current year, or $0.06 per basic and diluted share, an increase of $11.2 million, or $0.61 per basic and diluted share from the prior year’s net loss. After adjusting for certain cash and non-cash items, non-GAAP net income for the year ended December 31, 2018 was up 12% to approximately $5.5 million, and non-GAAP earnings per share was up 15% to $0.30 per diluted share, compared with $4.9 million, or $0.26 per diluted share in the prior year.

Adjusted EBITDA for the year ended December 31, 2018 was up $0.4 million to approximately $8.4 million, compared to approximately $8.0 million in prior year.

1333 BROADWAY, 10TH FLOOR • NEW YORK, NEW YORK • 10018
PHONE: 347-727-2474 • INFO@XCELBRANDS.COM


Page 2



See reconciliation tables below for non-GAAP metrics. These non-GAAP metrics may be inconsistent with similar measures presented by other companies and should only be used in conjunction with our results reported according to U.S. generally accepted accounting principles ("GAAP"). Any financial measure other than those prepared in accordance with GAAP should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with GAAP.

The Company's balance sheet at December 31, 2018 remained strong, with stockholders' equity of approximately $100 million, cash and cash equivalents of $8.8 million, and working capital, exclusive of contingent obligations payable with stock, of approximately $11.0 million. During the current year, the Company reduced its term debt by approximately $5.5 million to approximately $17.6 million.

On February 12, 2019 Xcel Acquired the Halston and Halston Heritage Trademarks. This transaction consolidates ownership of the Halston trademarks, as Xcel previously acquired the H by Halston and H Halston trademarks in December of 2014.

Mr. D’Loren commented, “This acquisition gives us an opportunity to focus on the entirety of the Halston brand, the labels, and their design nuances while continuing to preserve the iconic American brand’s legacy, embrace its heritage, and build the future of Halston under Xcel.”

Conference Call and Webcast

The Company will host a conference call with members of the executive management team to discuss these results with additional comments and details at 5:00 p.m. Eastern Time on Thursday, March 28, 2019. A webcast of the conference call will be available live on the Investor Relations section of Xcel's website at www.xcelbrands.com. Interested parties unable to access the conference call via the webcast may dial 1-855-327-6837. A replay of the conference call will be available on the Company website for 30 days following the event and can be accessed at 844-512-2921 using replay pin number 10006432.

About Xcel Brands Xcel Brands, Inc. (NASDAQ:XELB) is a media and consumer products company engaged in the design, production, marketing, and directto-consumer sales of branded apparel, footwear, accessories, jewelry, home goods and other consumer products, and the acquisition of dynamic consumer lifestyle brands. Xcel was founded by Robert W. D’Loren in 2011 with a vision to reimagine shopping, entertainment, and social as one. Xcel owns and manages the Isaac Mizrahi, Judith Ripka, Halston and C. Wonder brands, pioneering a ubiquitous sales strategy which includes the promotion and sale of products under its brands through interactive television, internet, brick-and-mortar retail, and e-commerce channels. Headquartered in New York City, Xcel Brands is led by an executive team with significant production, merchandising, design, marketing, retailing, and licensing experience, and a proven track record of success in elevating branded consumer products companies. With an experienced team of professionals focused on design, production, and digital marketing, Xcel maintains control of product quality and promotion across all of its product categories and distribution channels. Xcel differentiates by design. www.xcelbrands.com

Forward Looking Statements This press release contains forward-looking statements. All statements other than statements of historical fact contained in this press release, 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 discussed in the "Risk Factors" section and elsewhere in the Company's Annual Report on form 10-K for the year ended December 31, 2018 and its other filings with the SEC, 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 possible for us to predict all risk factors, nor can we address the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual results to differ materially from those contained in any forward-looking statements. You should not place undue reliance on any forward-looking statements. Except as expressly required by the federal securities laws, we undertake no obligation to update any forward-looking statements, whether as a result of new information, future events, changed circumstances or any other reason.


For further information please contact:

1333 BROADWAY, 10TH FLOOR • NEW YORK, NEW YORK • 10018
PHONE: 347-727-2474 • INFO@XCELBRANDS.COM


Page 3


Andrew Berger
SM Berger & Company, Inc.
216-464-6400
andrew@smberger.com



 



1333 BROADWAY, 10TH FLOOR • NEW YORK, NEW YORK • 10018
PHONE: 347-727-2474 • INFO@XCELBRANDS.COM


Page 4
Xcel Brands, Inc. and Subsidiaries
Consolidated Balance Sheets
(in thousands, except share and per share data)
 


 
 
December 31, 2018
 
December 31, 2017
 
 
(Unaudited)
 
 
Assets
 
 

 
 

Current Assets:
 
 

 
 

Cash and cash equivalents
 
$
8,837

 
$
10,185

Accounts receivable, net
 
11,010

 
8,528

Inventory
 
1,988

 

Prepaid expenses and other current assets
 
2,040

 
592

Total current assets
 
23,875

 
19,305

Property and equipment, net
 
3,202

 
2,376

Trademarks and other intangibles, net
 
108,989

 
110,120

Restricted cash
 
1,482

 
1,509

Other assets
 
511

 
1,708

Total non-current assets
 
114,184

 
115,713

 
 
 
 


Total Assets
 
$
138,059

 
$
135,018

 
 
 
 
 
Liabilities and Stockholders' Equity
 
 
 
 

Current Liabilities:
 
 
 
 

Accounts payable, accrued expenses and other current liabilities
 
$
5,558

 
$
1,260

Accrued payroll
 
2,011

 
2,270

Deferred revenue
 
272

 
16

Current portion of long-term debt
 
5,325

 
5,459

Current portion of long-term debt, contingent obligations
 
2,950

 
100

Total current liabilities
 
16,116

 
9,105

Long-Term Liabilities:
 
 
 
 

Long-term debt, less current portion
 
11,300

 
19,389

Deferred tax liabilities, net
 
8,139

 
6,375

Other long-term liabilities
 
2,622

 
2,455

Total long-term liabilities
 
22,061

 
28,219

Total Liabilities
 
38,177

 
37,324

 
 
 
 
 
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 at Decemeber 31, 2018 and December 31, 2017, respectively, and 18,138,616 and 18,318,961 issued and outstanding at December 31, 2018 and December 31, 2017, respectively
 
18

 
18

Paid-in capital
 
100,097

 
98,997

(Accumulated deficit) retained earnings
 
(233
)
 
(1,321
)
Total Stockholders' Equity
 
99,882

 
97,694

 
 
 
 
 
Total Liabilities and Stockholders' Equity
 
$
138,059

 
$
135,018


 


1333 BROADWAY, 10TH FLOOR • NEW YORK, NEW YORK • 10018
PHONE: 347-727-2474 • INFO@XCELBRANDS.COM


Page 5
Xcel Brands, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Operations
(in thousands, except share and per share data)


 
 
For the Quarter Ended December 31,
 
For the Year Ended
December 30,
 
 
2018
 
2017
 
2018
 
2017
Revenues
 
(Unaudited )
 
(Unaudited )
 
(Unaudited )
 
 
Net licensing revenue
 
$
6,745

 
$
7,016

 
$
31,190

 
$
31,706

Sales
 
3,201

 

 
4,276

 

Total revenue
 
9,946

 
7,016

 
35,466

 
31,706

Cost of goods sold (sales)
 
2,062

 

 
2,702

 

Net revenue
 
7,884

 
7,016

 
32,764

 
31,706

 
 
 
 
 
 
 
 
 
Operating costs and expenses
 
 

 
 

 
 

 
 

Salaries, benefits and employment taxes
 
3,850

 
3,954

 
16,560

 
16,760

Other design and marketing costs
 
851

 
549

 
2,696

 
2,352

Other selling, general and administrative expenses
 
1,520

 
1,097

 
5,211

 
4,699

Facilities exit charge
 
799

 

 
799

 

Stock-based compensation
 
373

 
688

 
1,788

 
3,184

Depreciation and amortization
 
457

 
389

 
1,780

 
1,562

Goodwill impairment
 

 
12,371

 

 
12,371

Total operating costs and expenses
 
7,850

 
19,048

 
28,834

 
40,928

 
 
 
 
 
 
 
 
 
Operating income (loss)
 
34

 
(12,032
)
 
3,930

 
(9,222
)
 
 
 
 
 
 
 
 
 
Interest and finance expense
 
 

 
 

 
 

 
 

Interest expense - term debt
 
206

 
266

 
912

 
1,171

Other interest and finance charges
 
(5
)
 
41

 
99

 
176

Total interest and finance expense
 
201

 
307

 
1,011

 
1,347

 
 
 
 
 
 
 
 
 
Income (loss) before income taxes
 
(167
)
 
(12,339
)
 
2,919

 
(10,569
)
 
 
 
 
 
 
 
 
 
Income tax provision (benefit)
 
114

 
(2,151
)
 
1831

 
(447
)
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
(281
)
 
$
(14,490
)
 
$
1,088

 
$
(10,122
)
 
 
 
 
 
 
 
 
 
Basic net income per share:
 
$
(0.02
)
 
$
(0.55
)
 
$
0.06

 
$
(0.55
)
 
 
 
 
 
 
 
 
 
Diluted net income per share:
 
$
(0.02
)
 
$
(0.55
)
 
$
0.06

 
$
(0.55
)
 
 
 
 
 
 
 
 
 
Basic weighted average common shares outstanding
 
18,210,104

 
18,416,683

 
18,280,788

 
18,502,158

Diluted weighted average common shares outstanding
 
18,210,104

 
18,416,683

 
18,281,638

 
18,502,158

 


1333 BROADWAY, 10TH FLOOR • NEW YORK, NEW YORK • 10018
PHONE: 347-727-2474 • INFO@XCELBRANDS.COM


Page 6
Xcel Brands, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)


 
 
Twelve Months Ended December 31,
 
 
2018
 
2017
Cash flows from operating activities
 
(Unaudited )
 
 

Net income (loss)
 
$
1,088

 
$
(10,122
)
Adjustments to reconcile net income to net cash provided by operating activities:
 
 

 
 

Depreciation and amortization expense
 
1,780

 
1,562

Goodwill impairment
 

 
12,371

Amortization of deferred finance costs
 
169

 
193

Stock-based compensation
 
1,788

 
3,184

Allowance for doubtful accounts
 
172

 
13

Amortization of note discount
 
41

 
38

Deferred income tax provision
 
1,764

 
(526
)
Changes in operating assets and liabilities:
 
 

 
 

Accounts receivable
 
(2,653
)
 
(1,572
)
Inventory
 
(1,988
)
 

Prepaid expenses and other assets
 
(373
)
 
4

Accounts payable, accrued expenses and other current liabilities
 
4,382

 
(524
)
Deferred revenue
 
256

 
(218
)
Other liabilities
 
167

 
274

Net cash provided by operating activities
 
6,593

 
4,677

 
 
 
 
 
Cash flows from investing activities
 
 

 
 

Cost to acquire intangible assets
 

 
(30
)
Purchase of property and equipment
 
(1,476
)
 
(208
)
Net cash used in investing activities
 
(1,476
)
 
(238
)
 
 
 
 
 
Cash flows from financing activities
 
 

 
 

Shares repurchased including vested restricted stock in exchange for
 
 

 
 

withholding taxes
 
(1,033
)
 
(1,197
)
Payment of deferred finance costs
 

 
(7
)
Payment of long-term debt
 
(5,459
)
 
(7,177
)
Net cash used in financing activities
 
(6,492
)
 
(8,381
)
 
 
 
 
 
Net decrease in cash, cash equivalents, and restricted cash
 
(1,375
)
 
(3,942
)
 
 
 
 
 
Cash, cash equivalents, and restricted cash at beginning of period
 
$
11,694

 
$
15,636

 
 
 
 
 
Cash, cash equivalents, and restricted cash at end of period
 
$
10,319

 
$
11,694

 
 
 
 
 
Reconciliation to amounts on consolidated balance sheets:
 
 

 
 

Cash and cash equivalents
 
$
8,837

 
$
10,185

Restricted cash
 
1,482

 
1,509

Total cash, cash equivalents, and restricted cash
 
$
10,319

 
$
11,694

 
 
 
 
 
Supplemental disclosure of non-cash activities:
 
 

 
 

Liability for equity-based bonuses
 
$
(345
)
 
$
345

Settlement of Ripka earnout through offset to note receivable
 
$
100

 
$


1333 BROADWAY, 10TH FLOOR • NEW YORK, NEW YORK • 10018
PHONE: 347-727-2474 • INFO@XCELBRANDS.COM


Page 7
Xcel Brands, Inc. and Subsidiaries
Unaudited Condensed Consolidated Statements of Cash Flows
(in thousands)


Supplemental disclosure of cash flow information:
 
 

 
 

Cash paid during the period for income taxes
 
$
302

 
$
167

Cash paid during the period for interest
 
$
969

 
$
1,253


Non-GAAP net income:
 
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
(amounts in thousands)
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Net income
 
$
(281
)
 
$
(10,188
)
 
$
1,088

 
$
(10,122
)
Goodwill impairment
 

 
12,371

 

 
12,371

Non-cash interest and finance expense
 
10

 
10

 
41

 
38

Stock-based compensation
 
373

 
688

 
1,788

 
3,184

Non-recurring facility exit charges
 
799

 

 
799

 

Deferred income tax (benefit) provision
 
47

 
(2,230
)
 
1,764

 
(526
)
Non-GAAP net income
 
$
948

 
$
651

 
$
5,480

 
$
4,945

 
 
 
 
 
 
 
 
 
 
Non-GAAP diluted EPS:
 
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Diluted earnings per share
 
$
(0.02
)
 
$
(0.54
)
 
$
0.06

 
$
(0.55
)
Goodwill impairment
 

 
0.66

 

 
0.67

Stock-based compensation
 
0.02

 
0.04

 
0.1

 
0.17

Non-recurring facility exit charges
 
0.04

 

 
0.04

 

Deferred income tax (benefit) provision
 
0.01

 
-0.12

 
0.1

 
-0.03

Non-GAAP diluted EPS
 
$
0.05

 
$
0.04

 
$
0.30

 
$
0.26


Weighted average shares - Non-GAAP diluted:
 
 
 
 
 
 
 
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
 
2018
 
2017
 
2018
 
2017
Basic weighted average shares
18,210,104

 
18,416,683

 
18,280,788

 
18,502,158

Effect of exercising warrants
779

 
364,084

 
850

 
364,209

Effect of exercising stock options

 

 

 
805

Non-GAAP weighted average diluted shares
18,210,883

 
18,780,767

 
18,281,638

 
18,867,172








1333 BROADWAY, 10TH FLOOR • NEW YORK, NEW YORK • 10018
PHONE: 347-727-2474 • INFO@XCELBRANDS.COM


Page 8


Adjusted EBITDA:
 
 
Three Months Ended December 31,
 
Twelve Months Ended December 31,
(amounts in thousands)
 
2018
 
2017
 
2018
 
2017
 
 
 
 
 
 
 
 
 
Net income (loss)
 
$
(281
)
 
$
(10,188
)
 
$
1,088

 
$
(10,122
)
Goodwill impairment
 

 
12371

 

 
12,371

Depreciation and amortization
 
457

 
389

 
1,780

 
1,562

Interest and finance expense
 
201

 
307

 
1,011

 
1,347

Income tax (benefit) provision
 
114

 
(2,151
)
 
1,831

 
(447
)
State and local franchise taxes
 
33

 
26

 
113

 
107

Stock-based compensation
 
373

 
688

 
1,788

 
3,184

Non-recurring facility exit charges
 
799

 

 
799

 

Adjusted EBITDA
 
$
1,696

 
$
1,442

 
$
8,410

 
$
8,002


1333 BROADWAY, 10TH FLOOR • NEW YORK, NEW YORK • 10018
PHONE: 347-727-2474 • INFO@XCELBRANDS.COM


Page 9


Non-GAAP net income and non-GAAP diluted EPS are non-GAAP unaudited terms. We define non-GAAP net income as net income, exclusive of stock-based compensation, non-cash interest expense from discounted debt related to acquired assets, and deferred tax provision. Non-GAAP net income and non-GAAP diluted EPS measures do not include the tax effect of the aforementioned adjusting items, due to the nature of these items and the Company’s tax strategy.
 
Adjusted EBITDA is a non-GAAP unaudited measure, which we define as net income before stock-based compensation, interest and finance expense, income taxes, other state and local franchise taxes, and depreciation and amortization.
 
Management uses non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA as measures of operating performance to assist in comparing performance from period to period on a consistent basis and to identify business trends relating to our results of operations. Management believes non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA are also useful because they provide supplemental information to assist investors in evaluating our financial results. Non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA should not be considered in isolation or as alternatives to net income, earnings per share, or any other measure of financial performance calculated and presented in accordance with GAAP. Given that non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA are financial measures not deemed to be in accordance with GAAP and are susceptible to varying calculations, our non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA may not be comparable to similarly titled measures of other companies, including companies in our industry, because other companies may calculate non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA in a different manner than we calculate these measures. In evaluating non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA, you should be aware that in the future we may or may not incur expenses similar to some of the adjustments in this document. Our presentation of non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA does not imply that our future results will be unaffected by these expenses or any unusual or non-recurring items. When evaluating our performance, you should consider non-GAAP net income, non-GAAP diluted EPS, and Adjusted EBITDA alongside other financial performance measures, including our net income and other GAAP results, and not rely on any single financial measure.
 

1333 BROADWAY, 10TH FLOOR • NEW YORK, NEW YORK • 10018
PHONE: 347-727-2474 • INFO@XCELBRANDS.COM