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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Sequential Brands Group Inc | NASDAQ:SQBG | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 6.24 | 6.10 | 6.15 | 0 | 01:00:00 |
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x
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Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
¨
|
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
|
Delaware
|
86-0449546
|
(State or Other Jurisdiction of
Incorporation or Organization)
|
(I.R.S. Employer
Identification No.)
|
Common Stock, par value $0.001 per share
|
The NASDAQ Stock Market LLC
|
(Title of each class)
|
(Name of each exchange on which registered)
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Yes
¨
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No
x
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Yes
¨
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No
x
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Yes
x
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No
¨
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Yes
x
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No
¨
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Large accelerated filer
¨
|
Accelerated filer
¨
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Non-accelerated filer
¨
(Do not check if smaller reporting company)
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Smaller reporting company
x
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Yes
¨
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No
x
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Page
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PART I
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Item 1.
|
Business
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4
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Item 1A.
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Risk Factors
|
7
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Item 1B.
|
Unresolved Staff Comments
|
14
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Item 2.
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Properties
|
14
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Item 3.
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Legal Proceedings
|
15
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Item 4.
|
Mine Safety Disclosures
|
15
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PART II
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Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
15
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Item 6.
|
Selected Financial Data
|
16
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Item 7.
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Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
16
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Item 7A.
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Quantitative and Qualitative Disclosures about Market Risk
|
22
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|
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Item 8.
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Financial Statements and Supplementary Data
|
23
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Item 9.
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Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
23
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Item 9A.
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Controls and Procedures
|
23
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Item 9B.
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Other Information
|
23
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PART III
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Item 10.
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Directors, Executive Officers and Corporate Governance
|
24
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Item 11.
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Executive Compensation
|
27
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|
|
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Item 12.
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Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
30
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|
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Item 13.
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Certain Relationships and Related Transactions, and Director Independence
|
33
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Item 14.
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Principal Accounting Fees and Services
|
35
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PART IV
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Item 15.
|
Exhibits, Financial Statement Schedules
|
35
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2 | ||
|
· | our failure to achieve our business plan within the time period we originally planned; |
· | our ability to locate licensees who can design, manufacture and distribute consumer branded products; |
· | our ability to maintain strong relationships with our licensees; |
· | the demand for our licensed products in the United States and internationally; |
· | our ability to enter into license agreements both in the United States and internationally; |
· | the ability of our licensees to meet their contractual obligations; |
· | our ability to acquire new brands on commercially reasonable terms and integrate these brands into our ongoing business; |
· | a decrease in the availability of financial resources at favorable terms; |
· | our competitive position or changes in competitive actions by other companies; |
· | our retention of key personnel; |
· | general economic, market or business conditions; and |
· | other factors discussed under the headings “Risk Factors,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and “Business.” |
3 | ||
|
· | Increase licensing of existing brands by adding additional product categories, expanding the brands’ distribution and retail presence and optimizing sales through innovative marketing that increases consumer awareness and loyalty; |
· | Develop international expansion through additional licenses, partnerships, joint ventures and other arrangements with leading retailers and wholesalers outside the United States; and |
· | Acquire consumer brands or the rights to such brands with high consumer awareness, broad appeal, applicability to a range of product categories and an ability to diversify our portfolio. In assessing potential acquisitions or investments, we primarily evaluate the strength of the targeted brand as well as the expected viability and sustainability of future royalty streams. |
4 | ||
|
· | Financial upside without the typical risks associated with traditional operating companies; |
· | Diversification by appealing to a broad demographic and distribution through a range of distribution channels; |
· | Growth potential by expanding our existing brands into new categories and geographic areas and through accretive acquisitions; and |
· | Limited or no operational risks as inventory and other typical wholesale operating risks are the responsibilities of our licensee partners. |
5 | ||
|
6 | ||
|
Item 1A.
|
Risk Factors
|
7 | ||
|
· | unanticipated costs associated with the target acquisition; |
· | negative effects on reported results of operations from acquisition related charges and amortization of acquired intangibles; |
· | diversion of management’s attention from other business concerns; |
· | the challenges of maintaining focus on, and continuing to execute, core strategies and business plans as our brand and license portfolio grows and becomes more diversified; |
· | adverse effects on existing licensing relationships; |
· | potential difficulties associated with the retention of key employees, and the assimilation of any other employees, who may be retained by us in connection with or as a result of our acquisitions; and |
· | risks of entering new domestic and international markets (whether it be with respect to new licensed product categories or new licensed product distribution channels) or markets in which we have limited prior experience. |
8 | ||
|
9 | ||
|
10 | ||
|
* | the timing of the introduction of new licensed products by our licensees; |
* | the level of consumer acceptance of our brands and licensed products; |
* | general economic and industry conditions that affect consumer spending and retailer purchasing; |
* | the availability of viable licensees that meet our brand criteria; and |
* | the timing of our marketing expenditures. |
11 | ||
|
12 | ||
|
13 | ||
|
14 | ||
|
Item 5. |
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
|
|
|
High
|
|
Low
|
|
||
Year Ended December 31, 2013
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
7.75
|
|
$
|
4.75
|
|
Second Quarter
|
|
$
|
6.80
|
|
$
|
5.45
|
|
Third Quarter
|
|
$
|
6.03
|
|
$
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5.40
|
|
Fourth Quarter
|
|
$
|
6.00
|
|
$
|
5.00
|
|
|
|
|
|
|
|
|
|
Year Ended December 31, 2012
|
|
|
|
|
|
|
|
First Quarter
|
|
$
|
7.65
|
|
$
|
0.82
|
|
Second Quarter
|
|
$
|
5.70
|
|
$
|
1.80
|
|
Third Quarter
|
|
$
|
5.25
|
|
$
|
1.80
|
|
Fourth Quarter
|
|
$
|
6.50
|
|
$
|
4.01
|
|
15 | ||
|
16 | ||
|
17 | ||
|
18 | ||
|
19 | ||
|
|
|
Years Ended December 31,
|
|
Change
|
|
Change
|
|
|||||
|
|
2013
|
|
2012
|
|
(Dollars)
|
|
(Percentage)
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
22,653
|
|
$
|
5,274
|
|
$
|
17,379
|
|
329.5
|
%
|
Operating expenses
|
|
|
16,845
|
|
|
11,812
|
|
|
5,034
|
|
42.6
|
%
|
Income (loss) from operations
|
|
|
5,808
|
|
|
(6,538)
|
|
|
12,346
|
|
NM
|
|
Other income
|
|
|
(488)
|
|
|
0
|
|
|
(488)
|
|
NM
|
|
Interest expense, net
|
|
|
15,589
|
|
|
829
|
|
|
14,760
|
|
1,780.6
|
%
|
Loss before income taxes
|
|
|
(9,293)
|
|
|
(7,367)
|
|
|
(1,927)
|
|
26.2
|
%
|
Provision for income taxes
|
|
|
1,849
|
|
|
27
|
|
|
1,822
|
|
NM
|
|
Loss from continuing operations
|
|
|
(11,142)
|
|
|
(7,394)
|
|
|
(3,749)
|
|
50.7
|
%
|
Loss from discontinued operations, net of tax
|
|
|
(6,244)
|
|
|
(1,780)
|
|
|
(4,464)
|
|
250.8
|
%
|
Consolidated net loss
|
|
|
(17,386)
|
|
|
(9,174)
|
|
|
(8,213)
|
|
89.5
|
%
|
Net (income) loss attributable to noncontrolling interest
|
|
|
(588)
|
|
|
49
|
|
|
(637)
|
|
NM
|
|
Net loss attributable to Sequential Brands Group, Inc.
|
|
$
|
(17,974)
|
|
$
|
(9,125)
|
|
$
|
(8,850)
|
|
97.0
|
%
|
20 | ||
|
|
|
|
Year Ended December 31,
|
|
|||
|
|
2013
|
|
2012
|
|
||
Operating activties
|
|
$
|
880
|
|
$
|
(4,503)
|
|
Investing activities
|
|
|
(92,038)
|
|
|
(4,972)
|
|
Financing activities
|
|
|
118,097
|
|
|
14,030
|
|
Net increase in cash from continuing operations
|
|
$
|
26,939
|
|
$
|
4,555
|
|
21 | ||
|
Item 7A. |
Quantitative and Qualitative Disclosures about Market Risk
|
22 | ||
|
Item 8. |
Financial Statements and Supplementary Data
|
Item 9. |
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
Item 9A. |
Controls and Procedures
|
Item 9B. |
Other Information
|
23 | ||
|
Name
|
|
Age
|
|
Position with Sequential Brands Group, Inc.
|
|
|
|
|
|
Class I Director:
|
|
|
|
|
(
Term Expiring in 2015
)
|
|
|
|
|
Yehuda Shmidman
|
|
32
|
|
Class I Director, Chief Executive Officer and Secretary
|
William Sweedler
|
|
47
|
|
Class I Director, Chairman of the Board
|
|
|
|
|
|
Class II Director:
|
|
|
|
|
(
Term Expiring in 2016
)
|
|
|
|
|
Matthew Eby
|
|
42
|
|
Class II Director
|
Stewart Leonard, Jr.
|
|
59
|
|
Class II Director
|
Gary Johnson
|
|
59
|
|
Class II Director
|
|
|
|
|
|
Class III Director Nominee:
|
|
|
|
|
(
Term Expiring in 2014
)
|
|
|
|
|
Al Gossett
|
|
60
|
|
Class III Director
|
Aaron Hollander
|
|
57
|
|
Class III Director
|
|
|
|
|
|
Other Executive Officers:
|
|
|
|
|
Gary Klein
|
|
38
|
|
Chief Financial Officer
|
24 | ||
|
25 | ||
|
26 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Nonequity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock
|
|
Incentive Plan
|
|
All Other
|
|
|
|
|
|||
Name and Principal
|
|
|
|
Salary
|
|
Bonus
|
|
Awards
|
|
Compensation
|
|
Compensation
|
|
Total
|
|
||||||
Position
|
|
Year
|
|
($)
|
|
($) (1)
|
|
($) (2)
|
|
($)
|
|
($) (3)
|
|
($)
|
|
||||||
Yehuda Shmidman
|
|
2013
|
|
$
|
600,000
|
|
$
|
-
|
|
$
|
-
|
|
$
|
600,000
|
|
$
|
18,000
|
|
$
|
1,218,000
|
|
Chief Executive Officer
|
|
2012
|
|
|
72,727
|
|
|
-
|
|
|
2,278,127
|
|
|
-
|
|
|
2,250
|
|
|
2,353,104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gary Klein
|
|
2013
|
|
|
250,000
|
|
|
-
|
|
|
131,500
|
|
|
125,000
|
|
|
-
|
|
|
506,500
|
|
Chief Financial Officer
|
|
2012
|
|
|
22,728
|
|
|
20,000
|
|
|
400,000
|
|
|
-
|
|
|
-
|
|
|
442,728
|
|
(1) | Reflects a signing bonus received by Mr. Klein upon his appointment as our Chief Financial Officer on November 29, 2012. |
(2) | The amounts in this column represent the grant date fair value with respect to shares of restricted stock granted in the applicable fiscal year calculated in accordance with ASC Topic 718. For additional information on the valuation assumptions with respect to stock awards granted in 2013, please see Note 17 to our consolidated financial statements for the years ended December 31, 2013 and 2012. The amount does not reflect the actual value that may be realized by the named executive officer which depends on the value of our shares in the future. |
(3) | Other compensation indicated in the above table consists of car allowances. |
27 | ||
|
|
|
Stock Awards
|
|
|||
|
|
Number of
Shares or Units of Stock that have not |
|
|
Market Value of
Shares or Units of Stock that have not |
|
Name
|
|
Vested (#)
|
|
|
Vested ($) (4)
|
|
Yehuda Shmidman
|
|
198,098
|
(1)
|
$
|
1,069,729
|
|
|
|
|
|
|
|
|
Gary Klein
|
|
25,000
|
(2)
|
$
|
135,000
|
|
|
|
40,000
|
(3)
|
$
|
216,000
|
|
(1) | The 198,098 shares will vest in equal installments on each of November 19, 2014 and November 19, 2015. |
(2) | The 25,000 shares will vest in equal installments on each of October 31, 2014, October 31, 2015 and October 31, 2016. |
(3) | The 40,000 shares will vest in equal installments on each of November 29, 2014 and November 29, 2015. |
(4) | The market value of the restricted stock awards is based on the closing market price of our common stock as of December 31, 2013, which was $5.40 per share. |
28 | ||
|
|
|
|
Fees Earned or
|
|
|
Stock
|
|
|
|
|
|
|
|
Paid in Cash
|
|
|
Awards
|
|
|
Total
|
|
Name
|
|
|
($)
|
|
|
($) (1)
|
|
|
($)
|
|
Stewart Leonard, Jr.
|
|
$
|
33,333
|
|
$
|
50,000
|
|
$
|
83,333
|
|
Gary Johnson
|
|
|
33,333
|
|
|
50,000
|
|
|
83,333
|
|
Al Gossett
|
|
|
37,500
|
|
|
50,000
|
|
|
87,500
|
|
Aaron Hollander
|
|
|
14,584
|
|
|
50,000
|
|
|
64,584
|
|
William Sweedler
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Matthew Eby
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Richard Gersten
|
|
|
-
|
|
|
-
|
|
|
-
|
|
Total
|
|
$
|
118,750
|
|
$
|
200,000
|
|
$
|
318,750
|
|
(1) | The amounts in this column represent the grant date fair value with respect to shares of restricted stock granted in the applicable fiscal year calculated in accordance with ASC 718. For additional information on the valuation assumptions with respect to stock awards granted in 2013, please see Note 17 to our consolidated financial statements for the years ended December 31, 2013 and 2012. The amount does not reflect the actual value that may be realized by the named executive officer which depends on the value of our shares in the future. |
· | any breach of their duty of loyalty to the corporation or its stockholders; |
· | acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law; |
· | unlawful payments of dividends or unlawful stock repurchases or redemptions; or |
· | any transaction from which the director derived an improper personal benefit. |
29 | ||
|
· | each of the executive officers listed in the summary compensation table; |
· | each of our directors; |
· | all of our directors and executive officers as a group; and |
· | each stockholder known to us to be the beneficial owner of more than 5% of our common stock. |
30 | ||
|
|
|
Number of
|
|
|
|
|
|
Shares
|
|
Percentage of
|
|
|
|
Beneficially
|
|
Shares
|
|
Name of Beneficial Owner
|
|
Owned
|
|
Outstanding
|
|
Executive Officers and Directors:
|
|
|
|
|
|
Yehuda Shmidman
(1)
|
|
303,950
|
|
1.2
|
%
|
Director, Chief Executive Officer and Secretary
|
|
|
|
|
|
|
|
|
|
|
|
William Sweedler
(2)
|
|
8,111,362
|
|
30.5
|
%
|
Chairman of the Board of Directors
|
|
|
|
|
|
|
|
|
|
|
|
Matthew Eby
(2)
|
|
7,619,178
|
|
28.6
|
%
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Al Gossett
(3)
|
|
116,843
|
|
*
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Gary Johnson
(4)
|
|
115,251
|
|
*
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Stewart Leonard, Jr.
(5)
|
|
7,813
|
|
*
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Aaron Hollander
(6)
|
|
8,621
|
|
*
|
|
Director
|
|
|
|
|
|
|
|
|
|
|
|
Gary Klein
(7)
|
|
86,128
|
|
*
|
|
Chief Financial Officer
|
|
|
|
|
|
|
|
|
|
|
|
Named Directors and officers as a group (8 persons)
(8)
|
|
8,749,968
|
|
32.9
|
%
|
|
|
|
|
|
|
5% Stockholders:
|
|
|
|
|
|
Buckingham Capital Management, Inc.
(9)
|
|
2,666,666
|
|
10.5
|
%
|
Tengram Capital Partners Gen2 Fund, L.P.
(2)
|
|
7,619,178
|
|
28.6
|
%
|
BlackRock U.S. Opportunities Portfolio, a series of BlackRock Funds
(10)
|
|
2,823,933
|
|
11.1
|
%
|
Siguler Guff Small Buyout Opportunities Fund II, LP
(11)
|
|
1,757,575
|
|
6.9
|
%
|
* | Less than 1% |
(1) | Consists of 303,950 shares of common stock. |
(2) | Consists of 5,523,810 shares of common stock and warrants to purchase 1,104,762 shares of common stock at an exercise price of $2.625 per share, as adjusted for the reverse stock split, issued to TCP WR, 733,333 shares of common stock issued to TCP SQBG Acquisition, LLC (“TCP Acquisition”) and 257,273 shares of common stock issued to TCP SQBG II, LLC (“TCP II”). Our directors, William Sweedler and Matthew Eby, and our former director, Richard Gersten, as controlling partners of Tengram Capital Associates, LLC (“TCA”), which is the managing member of each of TCP WR, TCP Acquisition and TCP II, exercise voting and investment authority over (i) the shares held by TCP WR, (ii) the shares issuable upon exercise of the warrants held by TCP WR, (iii) the shares held by TCP Acquisition and (iv) the shares held by TCP II. TCA is the general partner of Tengram. Each of TCA, Tengram, Mr. Sweedler, Mr. Eby and Mr. Gersten disclaim beneficial ownership of such shares of common stock except to the extent of their pecuniary interest therein. The address of TCA, Tengram, TCP WR, TCP Acquisition and TCP II is 15 Riverside Avenue, Floor 1, Westport, CT 06880. William Sweedler is also the beneficial owner of 492,184 shares of common stock which were issued in connection with the Ellen Tracy and Caribbean Joe Acquisition. |
(3) | Consists of 116,843 shares of common stock, of which 109,091 were purchased in the 2013 PIPE Transaction. |
(4) | Consists of 115,251 shares of common stock. |
(5) | Consists of 7,813 shares of common stock. |
(6) | Consists of 8,621 shares of common stock. |
(7) | Consists of 86,128 shares of common stock. |
31 | ||
|
(8) | Consists of 7,645,206 shares of common stock and 1,104,762 warrants to purchase shares of common stock. |
(9) | Consists of 1,306,300 shares of common stock held by Buckingham RAF Partners LP (“RAF”), 1,173,633 shares of common stock held by Buckingham RAF Partners II, LP (“RAF II”) and 186,733 shares of common stock held by Buckingham RAF International Partners Master Fund LP (“BRIP”). Buckingham Capital Management, Inc. (“BCM”), which is an investment adviser registered with the SEC, is the investment manager and general partner for RAF and RAF II. BCM also is the investment manager for BRIP, RAF and RAF II (together, the “RAF Funds”). The general partner for BRIP is Buckingham Holdings, LLC, the managing member of which is BCM. BCM is a wholly-owned subsidiary of The Buckingham Research Group Incorporated (“BRG”), a registered broker-dealer. The RAF Funds purchased the shares in the ordinary course of business and, at the time of purchase, had no agreements or understandings, directly or indirectly, with any person to distribute the shares. BRG, along with BCM, may be deemed to beneficially own the securities held by the RAF Funds. The voting and discretionary control over the securities held by the RAF Funds is exercised by BCM’s portfolio management team, which consists of Larry Leeds, Danny Schwarzwalder and Vince Sullivan. Each of Larry Leeds, Danny Schwarzwalder and Vince Sullivan expressly disclaim beneficial ownership of all shares of common stock held by the RAF Funds. The address of BCM and the RAF Funds is 485 Lexington Avenue, Third Floor, New York, NY 10017. The address of the BRG is 750 Third Ave, New York, NY 10017. |
(10) | Consists of 2,823,933 shares of common stock held by BlackRock U.S. Opportunities Portfolio, a series of BlackRock Funds (the “BlackRock Fund”). BlackRock, Inc. is the ultimate parent holding company of BlackRock Advisors, LLC, the investment manager of BlackRock Fund. The BlackRock Fund is an affiliate of broker-dealers, however the BlackRock Fund purchased the shares in the ordinary course of business and, at the time of purchase, had no agreements or understandings, directly or indirectly, with any person to distribute the shares. On behalf of BlackRock Advisors, LLC, the investment manager of the BlackRock Fund, Ian Jamieson, as a managing director of BlackRock Advisors, LLC, has voting and investment power over the shares of common stock held by the BlackRock Fund. Ian Jamieson expressly disclaims beneficial ownership of all shares of common stock held by the BlackRock Fund. The address of BlackRock Fund, BlackRock Advisors, LLC and Ian Jamieson is 2929 Arch Street, 16 th Floor, Philadelphia, PA 19104. |
(11) | Consists of 1,757,575 shares of common stock, of which 1,090,909 were purchased in the 2013 PIPE Transaction and 666,666 were purchased in the 2012 PIPE Transaction. The general partner of Siguler Guff Small Buyout Opportunities Fund II, LP (“SBOF II”) is Siguler Guff SBOF II GP, LLC (“SBOF II GP”). SBOF II is an affiliate of a broker-dealer, however SBOF II purchased the shares in the ordinary course of business and, at the time of purchase, had no agreements or understandings, directly or indirectly, with any person to distribute the shares. SBOF II GP is also the general partner of Siguler Guff Small Buyout Opportunities Fund II (T), LP (“SBOF II T”) and Siguler Guff Small Buyout Opportunities Fund II (F), LP (“SBOF II F,” and, together with SBOF II and SBOF II T, the “SBOF II Funds”). The SBOF II Funds have entered into a participation arrangement whereby SBOF II will administer investments on behalf of itself and as nominee for SBOF II T and SBOF II F. Accordingly, SBOF II T and SBOF II F each hold an indirect beneficial interest in the shares of common stock held by SBOF II equal to the proportion of fund commitments to each of SBOF II T and SBOF II F to the aggregate commitments to the SBOF II Funds. Siguler Guff Advisers, LLC (“SGA”) is an investment adviser organized under the laws of the State of Delaware. SGA has investment authority with respect to the securities owned by SBOF II. By reason of such authority, SGA may be deemed to indirectly beneficially own the shares. SGA is controlled through the voting partners of its parent holding company (“Principals”): George W. Siguler, Andrew J. Guff, Donald P. Spencer and Ken Burns. SGA and its Principals share voting and investment power over the shares held of record by the Siguler Guff Investors. SBOF II GP, SGA and the Principals each disclaim beneficial ownership of the shares except to the extent of their pecuniary interest, direct or indirect, or their ownership interests in the SBOF II Funds. The address of SBOF II, SBOF II GP, SGA and the Principals is 825 Third Avenue, 10th Floor, New York, NY 10022. |
32 | ||
|
|
|
Number of securities
|
|
|
|
|
Number of securities
|
|
|
|
To be issued upon
|
|
Weighted-average
|
|
remaining available
|
|
|
|
|
exercise of
|
|
exercise price of
|
|
for future issuance
|
|
|
|
|
outstanding options,
|
|
outstanding options,
|
|
under equity
|
|
|
|
|
warrants and rights
|
|
warrants and rights
|
|
compensation plans
|
|
|
|
|
|
|
|
|
|
|
|
Equity compensation plans approved by security holders
(1)
|
|
166,667
|
|
$
|
4.14
|
|
N/A
|
|
Equity compensation plans approved by security holders
(2)
|
|
189,000
|
|
$
|
5.78
|
|
1,599,805
|
|
Equity compensation plans not approved by security holders
(3)
|
|
1,802,922
|
|
$
|
3.55
|
|
N/A
|
|
Total
|
|
2,158,589
|
|
|
|
|
1,599,805
|
|
(1) | Consists of options underlying our 2005 Stock Incentive Plan (the “2005 Stock Incentive Plan”). The 2005 Stock Incentive Plan (the “2005 Stock Incentive Plan”) was replaced by the 2013 Stock Incentive Plan. No new grants will be granted under the 2005 Stock Incentive Plan. |
(2) | Consists of options and warrants underlying our 2013 Stock Incentive Plan, of which an aggregate of 2,500,000 shares have been reserved for issuance. Because we have issued 711,195 shares of restricted stock, the number of securities available for future issuance has been reduced. |
(3) | Consists of options and warrants issued outside of the equity compensation plans in connection with certain completed financings and acquisitions. |
· | in which the amount involved exceeds the lesser of $120,000 or one percent of the average of the company's total assets at year end for the last two completed fiscal years; and |
· | in which any director, executive officer, stockholder who beneficially owns 5% or more of our common stock or any member of their immediate family had or will have a direct or indirect material interest. |
33 | ||
|
34 | ||
|
1. | Financial Statements . |
2. | Financial Statement Schedules . |
3. | Exhibits. See Item 15(b) below. |
(b) | Exhibits. We have filed, or incorporated into this Form 10-K by reference, the exhibits listed on the accompanying Index to Exhibits immediately following the signature page of this Form 10-K. |
(c) | Financial Statement Schedule. See Item 15(a) above. |
35 | ||
|
|
|
Page
|
|
|
|
Audited Financial Statements:
|
|
|
|
|
|
Reports of Independent Registered Public Accounting Firms
|
|
F-2
|
|
|
|
Consolidated Balance Sheets at December 31, 2013 and 2012
|
|
F-4
|
|
|
|
Consolidated Statements of Operations for the Years Ended December 31, 2013 and 2012
|
|
F-5
|
|
|
|
Consolidated Statement of Changes in Stockholders’ Equity (Deficit) for the Years Ended December 31, 2013 and 2012
|
|
F-6
|
|
|
|
Consolidated Statements of Cash Flows for the Years Ended December 31, 2013 and 2012
|
|
F-7
|
|
|
|
Notes to Consolidated Financial Statements
|
|
F-8
|
F-1 | ||
|
/s/ CohnReznick LLP |
|
|
|
New York , New York |
|
March 31, 2014 |
|
F-2 | ||
|
/s/ Grant Thornton LLP |
|
|
|
Los Angeles, CA |
|
April 1, 2013 |
|
F-3 | ||
|
|
|
December 31,
|
|
||||
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Assets
|
|
|
|
|
|
|
|
Current Assets:
|
|
|
|
|
|
|
|
Cash
|
|
$
|
25,125
|
|
$
|
2,624
|
|
Restricted cash
|
|
|
0
|
|
|
35
|
|
Accounts receivable, net
|
|
|
5,286
|
|
|
476
|
|
Prepaid expenses and other current assets
|
|
|
1,645
|
|
|
517
|
|
Current assets held for disposition from discontinued operations of wholesale operations subsidiary
|
|
|
213
|
|
|
0
|
|
Total current assets
|
|
|
32,269
|
|
|
3,652
|
|
|
|
|
|
|
|
|
|
Property and equipment, net
|
|
|
986
|
|
|
0
|
|
Intangible assets, net
|
|
|
115,728
|
|
|
4,293
|
|
Goodwill
|
|
|
1,225
|
|
|
429
|
|
Other assets
|
|
|
3,397
|
|
|
599
|
|
Long-term assets held for disposition from discontinued operations of wholesale operations subsidiary
|
|
|
0
|
|
|
4
|
|
Total assets
|
|
$
|
153,605
|
|
$
|
8,977
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders’ Equity (Deficit)
|
|
|
|
|
|
|
|
Current Liabilities:
|
|
|
|
|
|
|
|
Accounts payable and accrued expenses
|
|
$
|
4,963
|
|
$
|
3,720
|
|
Deferred license revenue
|
|
|
1,348
|
|
|
422
|
|
Long-term debt, current portion
|
|
|
8,000
|
|
|
0
|
|
Current liabilities held for disposition from discontinued operations of wholesale operations subsidiary
|
|
|
1,105
|
|
|
957
|
|
Current liabilities held for disposition from discontinued operations of retail subsidiary
|
|
|
0
|
|
|
394
|
|
Total current liabilities
|
|
|
15,416
|
|
|
5,493
|
|
|
|
|
|
|
|
|
|
Long-Term Liabilities:
|
|
|
|
|
|
|
|
Long-term debt
|
|
|
49,931
|
|
|
3,502
|
|
Deferred tax liability
|
|
|
4,339
|
|
|
0
|
|
Other long-term liabilities
|
|
|
1,866
|
|
|
30
|
|
Long-term liabilities held for disposition from discontinued operations of wholesale operations subsidiary
|
|
|
884
|
|
|
0
|
|
Total long-term liabilities
|
|
|
57,020
|
|
|
3,532
|
|
Total liabilities
|
|
|
72,436
|
|
|
9,025
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders’ Equity (Deficit):
|
|
|
|
|
|
|
|
Preferred stock Series A, $0.001 par value, 19,400 shares authorized; 0 and 14,500 shares issued and outstanding at December 31, 2013 and 2012, respectively
|
|
|
0
|
|
|
0
|
|
Common stock, $0.001 par value, 150,000,000 shares authorized; 25,284,737 and 2,876,023 shares issued at December 31, 2013 and 2012, respectively, and 25,057,988 and 2,876,023 shares outstanding at December 31, 2013 and 2012, respectively
|
|
|
25
|
|
|
3
|
|
Additional paid-in capital
|
|
|
114,411
|
|
|
14,790
|
|
Accumulated deficit
|
|
|
(34,890)
|
|
|
(16,916)
|
|
Treasury stock, at cost; 122,229 shares and 0 shares at and December 31, 2013 and 2012, respectively
|
|
|
(690)
|
|
|
0
|
|
Total Sequential Brands Group, Inc. and Subsidiaries stockholders’ equity (deficit)
|
|
|
78,856
|
|
|
(2,123)
|
|
Noncontrolling interest
|
|
|
2,313
|
|
|
2,075
|
|
Total equity (deficit)
|
|
|
81,169
|
|
|
(48)
|
|
Total liabilities and stockholders’ equity (deficit)
|
|
$
|
153,605
|
|
$
|
8,977
|
|
F-4 | ||
|
|
|
Years Ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
22,653
|
|
$
|
5,274
|
|
|
|
|
|
|
|
|
|
Operating expenses
|
|
|
16,845
|
|
|
11,812
|
|
|
|
|
|
|
|
|
|
Income (loss) from operations
|
|
|
5,808
|
|
|
(6,538)
|
|
|
|
|
|
|
|
|
|
Other income
|
|
|
(488)
|
|
|
0
|
|
Interest expense
|
|
|
15,589
|
|
|
829
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(9,293)
|
|
|
(7,367)
|
|
|
|
|
|
|
|
|
|
Provision for income taxes
|
|
|
1,849
|
|
|
27
|
|
|
|
|
|
|
|
|
|
Loss from continuing operations
|
|
|
(11,142)
|
|
|
(7,394)
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations:
|
|
|
|
|
|
|
|
Loss from discontinued operations of wholesale business, net of tax
|
|
|
(6,244)
|
|
|
(985)
|
|
Loss from discontinued operations of retail subsidiary, net of tax
|
|
|
0
|
|
|
(795)
|
|
Loss from discontinued operations, net of tax
|
|
|
(6,244)
|
|
|
(1,780)
|
|
|
|
|
|
|
|
|
|
Consolidated net loss
|
|
|
(17,386)
|
|
|
(9,174)
|
|
|
|
|
|
|
|
|
|
Net (income) loss attributable to noncontrolling interest
|
|
|
(588)
|
|
|
49
|
|
|
|
|
|
|
|
|
|
Net loss attributable to Sequential Brands Group, Inc. and Subsidiaries
|
|
$
|
(17,974)
|
|
$
|
(9,125)
|
|
|
|
|
|
|
|
|
|
Basic and diluted loss per share:
|
|
|
|
|
|
|
|
Continuing operations
|
|
$
|
(0.66)
|
|
$
|
(3.04)
|
|
Discontinued operations
|
|
|
(0.35)
|
|
|
(0.74)
|
|
Attributable to Sequential Brands Group, Inc. and Subsidiaries
|
|
$
|
(1.01)
|
|
$
|
(3.78)
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average common shares outstanding
|
|
|
17,713,140
|
|
|
2,413,199
|
|
F-5 | ||
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
|
|
|
Total
Sequential Brands Group, Inc. and Subsidiaries |
|
|
|
|
|
|
|
||
|
|
Common Stock
|
|
Preferred Stock
|
|
Paid-in
|
|
|
Accumulated
|
|
Treasury Stock
|
|
Stockholders'
|
|
Noncontrolling
|
|
Total
|
|
|||||||||||||
|
|
Shares
|
|
Amount
|
|
Shares
|
|
Amount
|
|
Capital
|
|
Deficit
|
|
Shares
|
|
Amount
|
|
Equity (Deficit)
|
|
Interest
|
|
Equity (Deficit)
|
|
||||||||
Balance at January 1, 2012
|
|
2,400,171
|
|
$
|
2
|
|
-
|
|
$
|
0
|
|
$
|
2,372
|
|
$
|
(7,791)
|
|
-
|
|
$
|
0
|
|
$
|
(5,417)
|
|
$
|
0
|
|
$
|
(5,417)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants issued for services
|
|
-
|
|
|
0
|
|
-
|
|
|
0
|
|
|
183
|
|
|
0
|
|
-
|
|
|
0
|
|
|
183
|
|
|
0
|
|
|
183
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of Series A preferred stock, including fair value of warrants and beneficial conversion feature
|
|
-
|
|
|
0
|
|
14,500
|
|
|
0
|
|
|
11,562
|
|
|
0
|
|
-
|
|
|
0
|
|
|
11,562
|
|
|
0
|
|
|
11,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to noncontrolling interest
|
|
-
|
|
|
0
|
|
-
|
|
|
0
|
|
|
0
|
|
|
0
|
|
-
|
|
|
0
|
|
|
0
|
|
|
(49)
|
|
|
(49)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption of fractional shares following stock split
|
|
(344)
|
|
|
0
|
|
-
|
|
|
0
|
|
|
0
|
|
|
0
|
|
-
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling member interest contribution
|
|
-
|
|
|
0
|
|
-
|
|
|
0
|
|
|
0
|
|
|
0
|
|
-
|
|
|
0
|
|
|
0
|
|
|
2,124
|
|
|
2,124
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation
|
|
476,196
|
|
|
1
|
|
-
|
|
|
0
|
|
|
673
|
|
|
0
|
|
-
|
|
|
0
|
|
|
674
|
|
|
0
|
|
|
674
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders
|
|
-
|
|
|
0
|
|
-
|
|
|
0
|
|
|
0
|
|
|
(9,125)
|
|
-
|
|
|
0
|
|
|
(9,125)
|
|
|
0
|
|
|
(9,125)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2012
|
|
2,876,023
|
|
|
3
|
|
14,500
|
|
|
0
|
|
|
14,790
|
|
|
(16,916)
|
|
-
|
|
|
0
|
|
|
(2,123)
|
|
|
2,075
|
|
|
(48)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock in connection with the 2013 PIPE Transaction, net of offering costs
|
|
8,000,000
|
|
|
8
|
|
-
|
|
|
0
|
|
|
40,742
|
|
|
0
|
|
-
|
|
|
0
|
|
|
40,750
|
|
|
0
|
|
|
40,750
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock in connection with the 2012 PIPE Transaction, net of offering costs
|
|
4,966,667
|
|
|
5
|
|
-
|
|
|
0
|
|
|
21,207
|
|
|
0
|
|
-
|
|
|
0
|
|
|
21,212
|
|
|
0
|
|
|
21,212
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock in connection with conversion of Debentures
|
|
5,523,810
|
|
|
5
|
|
-
|
|
|
0
|
|
|
14,495
|
|
|
0
|
|
-
|
|
|
0
|
|
|
14,500
|
|
|
0
|
|
|
14,500
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Redemption of preferred stock in connection with conversion of Debentures
|
|
-
|
|
|
0
|
|
(14,500)
|
|
|
0
|
|
|
0
|
|
|
0
|
|
-
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock in connection with acquisition
|
|
2,833,590
|
|
|
3
|
|
-
|
|
|
0
|
|
|
19,832
|
|
|
0
|
|
-
|
|
|
0
|
|
|
19,835
|
|
|
0
|
|
|
19,835
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants issued in connection with financing
|
|
-
|
|
|
0
|
|
-
|
|
|
0
|
|
|
1,269
|
|
|
0
|
|
-
|
|
|
0
|
|
|
1,269
|
|
|
0
|
|
|
1,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants issued in connection with acquisitions
|
|
-
|
|
|
0
|
|
-
|
|
|
0
|
|
|
419
|
|
|
0
|
|
-
|
|
|
0
|
|
|
419
|
|
|
0
|
|
|
419
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of warrants issued for services
|
|
-
|
|
|
0
|
|
-
|
|
|
0
|
|
|
436
|
|
|
0
|
|
-
|
|
|
0
|
|
|
436
|
|
|
0
|
|
|
436
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of common stock in connection with stock option exercises
|
|
41,473
|
|
|
0
|
|
-
|
|
|
0
|
|
|
104
|
|
|
0
|
|
-
|
|
|
0
|
|
|
104
|
|
|
0
|
|
|
104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cashless exercise of warrants
|
|
808,175
|
|
|
1
|
|
-
|
|
|
0
|
|
|
(1)
|
|
|
0
|
|
-
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock based compensation
|
|
8,250
|
|
|
0
|
|
-
|
|
|
0
|
|
|
1,118
|
|
|
0
|
|
-
|
|
|
0
|
|
|
1,118
|
|
|
0
|
|
|
1,118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of common stock
|
|
-
|
|
|
0
|
|
-
|
|
|
0
|
|
|
0
|
|
|
0
|
|
122,229
|
|
|
(690)
|
|
|
(690)
|
|
|
0
|
|
|
(690)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noncontrolling interest distribution
|
|
-
|
|
|
0
|
|
-
|
|
|
0
|
|
|
0
|
|
|
0
|
|
-
|
|
|
0
|
|
|
0
|
|
|
(350)
|
|
|
(350)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income attributable to noncontrolling interest
|
|
-
|
|
|
0
|
|
-
|
|
|
0
|
|
|
0
|
|
|
0
|
|
-
|
|
|
0
|
|
|
0
|
|
|
588
|
|
|
588
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss attributable to common stockholders
|
|
-
|
|
|
0
|
|
-
|
|
|
0
|
|
|
0
|
|
|
(17,974)
|
|
-
|
|
|
0
|
|
|
(17,974)
|
|
|
0
|
|
|
(17,974)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2013
|
|
25,057,988
|
|
$
|
25
|
|
-
|
|
$
|
0
|
|
$
|
114,411
|
|
$
|
(34,890)
|
|
122,229
|
|
$
|
(690)
|
|
$
|
78,856
|
|
$
|
2,313
|
|
$
|
81,169
|
|
F-6 | ||
|
|
|
Years Ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
CASH FLOWS FROM OPERATING ACTIVITIES
|
|
|
|
|
|
|
|
Consolidated net loss
|
|
$
|
(17,386)
|
|
$
|
(9,174)
|
|
Adjustments to reconcile consolidated net loss to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
Loss from discontinued operations
|
|
|
6,244
|
|
|
1,780
|
|
Provision for bad debts
|
|
|
250
|
|
|
0
|
|
Depreciation and amortization
|
|
|
598
|
|
|
296
|
|
Stock based compensation
|
|
|
1,118
|
|
|
674
|
|
Amortization of debt discount and deferred financing costs
|
|
|
12,104
|
|
|
792
|
|
Fair value of warrants issued for services rendered
|
|
|
436
|
|
|
183
|
|
Fair value of warrants issued in connection with acquisition
|
|
|
26
|
|
|
0
|
|
Gain on bargain purchase of business
|
|
|
(227)
|
|
|
0
|
|
Loss on disposal of fixed assets
|
|
|
0
|
|
|
184
|
|
Deferred income taxes
|
|
|
1,786
|
|
|
0
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
Receivables
|
|
|
(4,896)
|
|
|
414
|
|
Prepaid expenses and other assets
|
|
|
(477)
|
|
|
(454)
|
|
Accounts payable and accrued expenses
|
|
|
(1,055)
|
|
|
2,161
|
|
Deferred license revenue
|
|
|
789
|
|
|
(1,359)
|
|
Other liabilities
|
|
|
1,570
|
|
|
0
|
|
CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES FROM CONTINUING OPERATIONS
|
|
|
880
|
|
|
(4,503)
|
|
CASH USED IN OPERATING ACTIVITIES FROM DISCONTINUED OPERATIONS
|
|
|
(4,438)
|
|
|
(2,174)
|
|
CASH USED IN OPERATING ACTIVITIES
|
|
|
(3,558)
|
|
|
(6,677)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM INVESTING ACTIVITIES
|
|
|
|
|
|
|
|
Cash paid for acquisitions, net of cash acquired
|
|
|
(90,846)
|
|
|
(8,550)
|
|
Proceeds from sale of non-core assets derived from DVS acquisition
|
|
|
0
|
|
|
3,590
|
|
Acquisition of intangible assets
|
|
|
(277)
|
|
|
0
|
|
Acquisition of property and equipment
|
|
|
(950)
|
|
|
(12)
|
|
Restricted cash
|
|
|
35
|
|
|
(0)
|
|
CASH USED IN INVESTING ACTIVITIES FROM CONTINUING OPERATIONS
|
|
|
(92,038)
|
|
|
(4,972)
|
|
CASH USED IN INVESTING ACTIVITIES FROM DISCONTINUED OPERATIONS
|
|
|
0
|
|
|
0
|
|
CASH USED IN INVESTING ACTIVITIES
|
|
|
(92,038)
|
|
|
(4,972)
|
|
|
|
|
|
|
|
|
|
CASH FLOWS FROM FINANCING ACTIVITIES
|
|
|
|
|
|
|
|
Proceeds from notes payable
|
|
|
65,000
|
|
|
0
|
|
Proceeds from the sale of common stock
|
|
|
66,350
|
|
|
0
|
|
Proceeds from options exercised
|
|
|
104
|
|
|
0
|
|
Proceeds from senior secured convertible debentures
|
|
|
0
|
|
|
14,500
|
|
Investment by noncontrolling interest member
|
|
|
0
|
|
|
2,124
|
|
Repayment of note payable
|
|
|
(6,000)
|
|
|
(1,000)
|
|
Deferred financing costs
|
|
|
(1,929)
|
|
|
(844)
|
|
Offering costs
|
|
|
(4,388)
|
|
|
0
|
|
Repurchase of common stock
|
|
|
(690)
|
|
|
0
|
|
Noncontrolling interest distributions
|
|
|
(350)
|
|
|
0
|
|
Repayment of note payable to related parties
|
|
|
0
|
|
|
(750)
|
|
CASH PROVIDED BY FINANCING ACTIVITIES FROM CONTINUING OPERATIONS
|
|
|
118,097
|
|
|
14,030
|
|
CASH PROVIDED BY FINANCING ACTIVITIES FROM DISCONTINUED OPERATIONS
|
|
|
0
|
|
|
0
|
|
CASH PROVIDED BY FINANCING ACTIVITIES
|
|
|
118,097
|
|
|
14,030
|
|
|
|
|
|
|
|
|
|
NET INCREASE IN CASH
|
|
|
22,501
|
|
|
2,381
|
|
CASH Beginning of year
|
|
|
2,624
|
|
|
243
|
|
CASH End of year
|
|
$
|
25,125
|
|
$
|
2,624
|
|
|
|
|
|
|
|
|
|
SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION
|
|
|
|
|
|
|
|
Cash paid during the periods for:
|
|
|
|
|
|
|
|
Interest
|
|
$
|
3,428
|
|
$
|
82
|
|
Taxes
|
|
$
|
0
|
|
$
|
42
|
|
|
|
|
|
|
|
|
|
NON-CASH INVESTING AND FINANCING ACTIVITES:
|
|
|
|
|
|
|
|
Conversion of senior secured convertible debentures to common stock
|
|
$
|
14,500
|
|
$
|
0
|
|
Common stock issued in connection with acquisition
|
|
$
|
19,835
|
|
$
|
0
|
|
Fair value of warrants issued in connection with acquisition
|
|
$
|
393
|
|
$
|
0
|
|
Fair value of warrants issued in financing transaction
|
|
$
|
1,269
|
|
$
|
4,215
|
|
Cashless exercise of warrants
|
|
$
|
1
|
|
$
|
0
|
|
Debt discount - beneficial conversion feature on senior secured convertible debentures
|
|
$
|
0
|
|
$
|
7,347
|
|
F-7 | ||
|
F-8 | ||
|
Furniture and fixtures
|
|
5 years
|
|
Office equipment
|
|
5 to 7 years
|
|
Machinery and equipment
|
|
5 to 7 years
|
|
Leasehold improvements
|
|
Term of the lease or the estimated life of the related improvements, whichever is shorter.
|
|
Computer Software
|
|
5 years
|
|
|
(a)
|
the economic characteristics and risks of the embedded derivative instrument are not clearly and closely related to the economic characteristics and risks of the host contract,
|
|
(b)
|
the hybrid instrument that embodies both the embedded derivative instrument and the host contract is not remeasured at fair value under otherwise applicable generally accepted accounting principles with changes in fair value reported in earnings as they occur, and
|
|
(c)
|
a separate instrument with the same terms as the embedded derivative instrument would be considered a derivative instrument subject to certain requirements (except for when the host instrument is deemed to be conventional).
|
F-9 | ||
|
F-10 | ||
|
|
|
Years Ended
|
|
||
|
|
December 31,
|
|
||
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
Senior secured convertible debentures
|
|
0
|
|
5,523,810
|
|
Warrants
|
|
1,744,922
|
|
2,250,762
|
|
Unvested restricted stock
|
|
464,847
|
|
357,147
|
|
Stock options
|
|
413,667
|
|
404,800
|
|
|
|
2,623,436
|
|
8,536,519
|
|
|
|
Percentage of Revenue
|
|
Percentage of Accounts
|
|
||||
|
|
During the Years Ended
|
|
Receivable at
|
|
||||
|
|
December 31,
|
|
December 31,
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
|
Customer A
|
|
18
|
%
|
63
|
%
|
14
|
%
|
74
|
%
|
Customer B
|
|
11
|
%
|
0
|
%
|
11
|
%
|
0
|
%
|
Customer C
|
|
10
|
%
|
0
|
%
|
35
|
%
|
0
|
%
|
Customer D
|
|
7
|
%
|
0
|
%
|
11
|
%
|
0
|
%
|
Customer E
|
|
1
|
%
|
10
|
%
|
0
|
%
|
20
|
%
|
Customer F
|
|
0
|
%
|
14
|
%
|
0
|
%
|
0
|
%
|
F-11 | ||
|
|
•
|
Non-financial assets and liabilities initially measured at fair value in an acquisition or business combination, and
|
|
•
|
Long-lived assets measured at fair value due to an impairment assessment under ASC 360-10-15,
Impairment or Disposal of Long-Lived Assets
.
|
F-12 | ||
|
|
•
|
Level 1 inputs utilize quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.
|
|
•
|
Level 2 inputs utilize other-than-quoted prices that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets and liabilities in active markets, and inputs such as interest rates and yield curves that are observable at commonly quoted intervals.
|
|
•
|
Level 3 inputs are unobservable and are typically based on the Company’s own assumptions, including situations where there is little, if any, market activity. Both observable and unobservable inputs may be used to determine the fair value of positions that are classified within the Level 3 classification. As a result, the unrealized gains and losses for assets within the Level 3 classification may include changes in fair value that were attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in historical company data) inputs.
|
|
|
|
|
Carrying Value
|
|
Fair Value
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Instrument
|
|
Level
|
|
|
12/31/13
|
|
|
12/31/12
|
|
|
12/31/13
|
|
|
12/31/12
|
|
Cash
|
|
1
|
|
$
|
25,125
|
|
$
|
2,624
|
|
$
|
25,125
|
|
$
|
2,624
|
|
Restricted cash
|
|
1
|
|
$
|
-
|
|
$
|
35
|
|
$
|
-
|
|
$
|
35
|
|
Accounts receivable
|
|
2
|
|
$
|
5,286
|
|
$
|
476
|
|
$
|
5,286
|
|
$
|
476
|
|
Accounts payable
|
|
2
|
|
$
|
1,597
|
|
$
|
3,720
|
|
$
|
1,597
|
|
$
|
3,720
|
|
Term loans
|
|
3
|
|
$
|
57,931
|
|
$
|
-
|
|
$
|
53,640
|
|
$
|
-
|
|
Senior secured convertible debentures
|
|
3
|
|
$
|
-
|
|
$
|
3,502
|
|
$
|
-
|
|
$
|
12,594
|
|
F-13 | ||
|
|
|
Years Ended
December 31, |
|
||||
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
0
|
|
$
|
943
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations of wholesale business, net of tax
|
|
$
|
(6,244)
|
|
$
|
(985)
|
|
|
|
|
|
|
|
|
|
Loss per share from discontinued operations, basic and diluted
|
|
$
|
(0.35)
|
|
$
|
(0.41)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic and diluted
|
|
|
17,713,140
|
|
|
2,413,199
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Accounts receivable
|
|
$
|
0
|
|
$
|
0
|
|
Prepaid expenses and other current assets
|
|
$
|
213
|
|
$
|
0
|
|
Long-term assets
|
|
$
|
0
|
|
$
|
4
|
|
Accounts payable and accrued expenses
|
|
$
|
1,105
|
|
$
|
957
|
|
Long-term liabilities
|
|
$
|
884
|
|
$
|
0
|
|
F-14 | ||
|
|
|
Years Ended
|
|
||||
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Net revenue
|
|
$
|
0
|
|
$
|
707
|
|
|
|
|
|
|
|
|
|
Loss from discontinued operations of retail subsidiary, net of tax
|
|
$
|
0
|
|
$
|
(795)
|
|
|
|
|
|
|
|
|
|
Loss per share from discontinued operations, basic and diluted
|
|
$
|
(0.00)
|
|
$
|
(0.33)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding, basic and diluted
|
|
|
17,713,140
|
|
|
2,413,199
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Accounts payable and accrued expenses
|
|
$
|
0
|
|
$
|
394
|
|
|
(i)
|
Completion of DVS Acquisition
|
|
(ii)
|
Entry into Purchase and Sale Agreement with Westlife Distribution USA, LLC.
|
F-15 | ||
|
|
(iii)
|
Entry into Collaboration with Elan Polo International, Inc.
|
|
(iv)
|
Entry into License Agreement with Elan Polo International, Inc.
|
Matix and DVS non-core assets
|
|
$
|
3,590
|
|
Accounts and other receivables
|
|
|
891
|
|
Trademarks
|
|
|
4,069
|
|
Total acquisition price
|
|
$
|
8,550
|
|
F-16 | ||
|
Cash consideration paid by the Company
|
|
$
|
7,523
|
|
|
|
|
|
|
Allocated to:
|
|
|
|
|
Cash
|
|
$
|
2,447
|
|
Accounts receivable
|
|
|
4,733
|
|
Prepaid expenses and other current assets
|
|
|
1,610
|
|
Property and equipment
|
|
|
311
|
|
Other assets
|
|
|
12
|
|
Current liabilities
|
|
|
(4,528)
|
|
Deferred tax liability
|
|
|
(2,553)
|
|
Other long term liabilities
|
|
|
(760)
|
|
Net assets acquired
|
|
|
1,272
|
|
Trademarks
|
|
|
6,383
|
|
Patents
|
|
|
95
|
|
Gain on bargain purchase of business
|
|
|
(227)
|
|
|
|
$
|
7,523
|
|
F-17 | ||
|
Cash paid
|
|
$
|
62,285
|
|
Fair value of common stock issued (2,833,590 shares)
|
|
|
19,835
|
|
Fair value of warrants issued (125,000 warrants)
|
|
|
393
|
|
Total consideration paid
|
|
$
|
82,513
|
|
|
|
|
|
|
Allocated to:
|
|
|
|
|
Cash
|
|
$
|
140
|
|
Current assets
|
|
|
316
|
|
Property and equipment
|
|
|
101
|
|
Other assets
|
|
|
146
|
|
Current liabilities
|
|
|
(1,172)
|
|
Net liabilities assumed
|
|
|
(469)
|
|
Trademarks
|
|
|
81,349
|
|
Customer agreements
|
|
|
1,000
|
|
Goodwill
|
|
|
633
|
|
|
|
$
|
82,513
|
|
F-18 | ||
|
Cash consideration paid by the Company
|
|
$
|
20,125
|
|
|
|
|
|
|
Allocated to:
|
|
|
|
|
Accounts receivable
|
|
$
|
2,099
|
|
Trademarks
|
|
|
17,293
|
|
Patents
|
|
|
570
|
|
Goodwill
|
|
|
163
|
|
|
|
$
|
20,125
|
|
|
|
Years Ended December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Revenues
|
|
$
|
25,363
|
|
$
|
19,390
|
|
Income (loss) from continuing operations
|
|
$
|
4,173
|
|
$
|
(39,161)
|
|
Net loss attributable to Sequential Brands Group, Inc. and Subsidiaries
|
|
$
|
(2,660)
|
|
$
|
(41,136)
|
|
|
|
|
|
|
|
|
|
Loss per share:
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(0.14)
|
|
$
|
(2.61)
|
|
Diluted
|
|
$
|
(0.13)
|
|
$
|
(2.61)
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding:
|
|
|
|
|
|
|
|
Basic
|
|
|
19,645,652
|
|
|
15,737,272
|
|
Diluted
|
|
|
20,750,591
|
|
|
15,737,272
|
|
F-20 | ||
|
|
|
Years Ended December 31,
|
|
||||
|
|
|
|
|
|
|
|
|
|
2013
|
|
2012
|
|
||
Acquisition-related costs
|
|
$
|
5,083
|
|
$
|
(8,029)
|
|
Non-cash interest expense recognized on the remaining unamortized discount of the beneficial conversion feature, Warrants and deferred financing costs of the Debentures (see Note 12)
|
|
|
11,614
|
|
|
(11,480)
|
|
Amortization of acquired customer agreements and patents
|
|
|
(98)
|
|
|
(317)
|
|
Interest expense on Term Loans and amortization of deferred financing costs and debt discount (see Note 12)
|
|
|
(1,154)
|
|
|
(5,172)
|
|
Non-cash deferred tax expense on acquired trademarks
|
|
|
0
|
|
|
(2,213)
|
|
Net (increase) decrease to pro forma net loss
|
|
$
|
15,445
|
|
$
|
(27,211)
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
Furniture and fixtures
|
|
$
|
288
|
|
$
|
0
|
|
Office equipment
|
|
|
38
|
|
|
0
|
|
Machinery and equipment
|
|
|
10
|
|
|
0
|
|
Leasehold improvements
|
|
|
138
|
|
|
0
|
|
Computer software
|
|
|
178
|
|
|
0
|
|
Property and equipment
|
|
|
652
|
|
|
0
|
|
Less accumulated depreciation and amortization
|
|
|
(66)
|
|
|
0
|
|
Net property and equipment, net
|
|
|
586
|
|
|
0
|
|
Prepaid fixtures
|
|
|
400
|
|
|
0
|
|
Property and equipment, net
|
|
$
|
986
|
|
$
|
0
|
|
F-21 | ||
|
|
|
Useful
|
|
Gross
|
|
|
|
Net
|
|
|||
|
|
Lives
|
|
Carrying
|
|
Accumulated
|
|
Carrying
|
|
|||
December 31, 2013
|
|
(Years)
|
|
Amount
|
|
Amortization
|
|
Amount
|
|
|||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks
|
|
15
|
|
$
|
4,699
|
|
$
|
(585)
|
|
$
|
4,114
|
|
Customer agreements
|
|
4
|
|
|
1,120
|
|
|
(192)
|
|
|
928
|
|
Patents
|
|
10
|
|
|
665
|
|
|
(31)
|
|
|
634
|
|
|
|
|
|
$
|
6,484
|
|
$
|
(808)
|
|
|
5,676
|
|
Indefinite lived intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks
|
|
|
|
|
|
|
|
|
|
|
110,052
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intangible assets, net
|
|
|
|
|
|
|
|
|
|
$
|
115,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
Useful
Lives (Years) |
|
Gross
Carrying Amount |
|
Accumulated
Amortization |
|
Net
Carrying Amount |
|
|||
Amortized intangible assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Trademarks
|
|
15
|
|
$
|
4,569
|
|
$
|
(276)
|
|
$
|
4,293
|
|
Intangible assets, net
|
|
|
|
$
|
4,569
|
|
$
|
(276)
|
|
$
|
4,293
|
|
F-22 | ||
|
Balance at January 1, 2013
|
|
$
|
429
|
|
Acquisitions in 2013
|
|
|
796
|
|
Balance at December 31, 2013
|
|
$
|
1,225
|
|
|
|
December 31,
|
|
||||
|
|
2013
|
|
2012
|
|
||
Term Loans
|
|
$
|
59,000
|
|
$
|
0
|
|
Debentures
|
|
|
0
|
|
|
14,500
|
|
Accrued interest
|
|
|
0
|
|
|
30
|
|
Subtotal
|
|
|
59,000
|
|
|
14,530
|
|
Unamortized discounts
|
|
|
(1,069)
|
|
|
(11,028)
|
|
Total long-term debt, net of unamortized discounts
|
|
|
57,931
|
|
|
3,502
|
|
Less: current portion of long-term debt
|
|
|
8,000
|
|
|
0
|
|
Long-term debt
|
|
$
|
49,931
|
|
$
|
3,502
|
|
F-23 | ||
|
F-24 | ||
|
F-25 | ||
|
F-26 | ||
|
|
⋅
|
The authorized number of shares of Series A Preferred Stock is
19,400
, having a par value $
0.001
per share and a stated value of $
1,000
per share (“Stated Value”).
|
|
⋅
|
Holders of Series A Preferred Stock are not entitled to dividends or any liquidation preference.
|
|
⋅
|
Series A Preferred Stock may only be transferred by a holder of such stock to a transferee if such transfer also includes a transfer to the transferee of $
1,000
in principal amount of Debentures for each one share of transferred Series A Preferred Stock.
|
|
⋅
|
The holders of Series A Preferred Stock vote together as a single class with the holders of common stock on all matters requiring approval of the holders of common stock, except that each share of Preferred Stock is entitled to
381
votes per share (which is the number of shares of common stock a Debenture holder would receive if it converted $
1,000
in principal amount of Debentures into common stock at the Conversion Price
)
, which number of votes per share is subject to adjustment in the case of stock splits, stock dividends, combinations of shares and similar recapitalization transactions relating to the Company’s common stock.
|
|
⋅
|
As long as any shares of Series A Preferred Stock are outstanding, the Company will not, without the affirmative vote of the holders of a majority of the then outstanding shares of the Series A Preferred Stock, (a) alter or change adversely the powers, preferences or rights given to the Series A Preferred Stock or alter or amend the Certificate of Designation, (b) amend the Company’s certificate of incorporation or other charter documents in any manner that adversely affects any rights of such holders, (c) increase the number of authorized shares of Series A Preferred Stock, or (d) enter into any agreement with respect to any of the foregoing.
|
|
⋅
|
Upon conversion of the principal amount of a Debenture, in whole or in part, into shares of common stock or upon the repayment of the principal amount of a Debenture, in whole or in part, by the Company, the Company has the right to and will redeem from the Debenture holder at a price of $
0.001
per share, a number of shares of Series A Preferred Stock determined by dividing (i) the outstanding principal amount of the Debenture that has been repaid or converted into common stock, as applicable by (ii) the Stated Value.
|
F-27 | ||
|
F-28 | ||
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
Weighted
|
|
Remaining
|
|
|
|
|
|
|
|
Number of
|
|
Average Exercise
|
|
Contractual Life
|
|
Aggregate
|
|
||
|
|
Options
|
|
Price
|
|
(in Years)
|
|
Intrinsic Value
|
|
||
Outstanding - December 31, 2012
|
|
404,800
|
|
$
|
4.09
|
|
7.3
|
|
$
|
808
|
|
Granted
|
|
67,000
|
|
|
3.18
|
|
|
|
|
|
|
Exercised
|
|
(41,473)
|
|
|
(2.52)
|
|
|
|
|
|
|
Forfeited or Canceled
|
|
(16,660)
|
|
|
(7.64)
|
|
|
|
|
|
|
Outstanding - December 31, 2013
|
|
413,667
|
|
$
|
4.39
|
|
2.7
|
|
$
|
812
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable - December 31, 2013
|
|
351,667
|
|
$
|
4.13
|
|
1.6
|
|
$
|
812
|
|
|
|
|
|
Weighted
|
|
|
|
|
Number of
|
|
Average Grant
|
|
|
|
|
Options
|
|
Date Fair Value
|
|
|
Unvested - December 31, 2012
|
|
46,240
|
|
$
|
0.01
|
|
Granted
|
|
67,000
|
|
|
3.18
|
|
Vested
|
|
(50,573)
|
|
|
(0.40)
|
|
Forfeited or Canceled
|
|
(667)
|
|
|
(0.10)
|
|
Unvested - December 31, 2013
|
|
62,000
|
|
$
|
3.21
|
|
Risk-free interest rate
|
|
2.02
|
%
|
Expected dividend yield
|
|
0.00
|
%
|
Expected volatility
|
|
56.72
|
%
|
Expected term
|
|
5.5 years
|
|
Risk-free interest rate
|
|
1.72
|
%
|
Expected dividend yield
|
|
0.00
|
%
|
Expected volatility
|
|
55.67
|
%
|
Expected term
|
|
3.0 to 3.5 years
|
|
F-29 | ||
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
|
Weighted
|
|
Remaining
|
|
|
|
|
|
|
|
Number of
|
|
Average Exercise
|
|
Contractual Life
|
|
Aggregate
|
|
||
|
|
Warrants
|
|
Price
|
|
(in Years)
|
|
Intrinsic Value
|
|
||
Outstanding - December 31, 2012
|
|
2,250,762
|
|
$
|
2.23
|
|
4.0
|
|
$
|
6,290
|
|
Granted
|
|
580,160
|
|
|
6.07
|
|
|
|
|
|
|
Exercised
|
|
(1,083,333)
|
|
|
(1.62)
|
|
|
|
|
|
|
Forfeited or Canceled
|
|
(2,667)
|
|
|
(7.50)
|
|
|
|
|
|
|
Outstanding - December 31, 2013
|
|
1,744,922
|
|
$
|
3.88
|
|
3.5
|
|
$
|
3,323
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable - December 31, 2013
|
|
1,704,922
|
|
$
|
3.83
|
|
3.5
|
|
$
|
3,323
|
|
|
|
|
|
Weighted
|
|
|
|
|
Number of
|
|
Average Grant
|
|
|
|
|
Warrants
|
|
Date Fair Value
|
|
|
Unvested - December 31, 2012
|
|
45,000
|
|
$
|
3.05
|
|
Granted
|
|
580,160
|
|
|
3.71
|
|
Vested
|
|
(585,160)
|
|
|
(3.71)
|
|
Forfeited or Canceled
|
|
-
|
|
|
-
|
|
Unvested - December 31, 2013
|
|
40,000
|
|
$
|
3.00
|
|
F-30 | ||
|
Risk-free interest rate
|
|
1.72
|
%
|
Expected dividend yield
|
|
0.00
|
%
|
Expected volatility
|
|
55.67
|
%
|
Expected term
|
|
5 years
|
|
|
|
Number of
Shares |
|
Weighted
Average Grant Date Fair Value |
|
Weighted
Average Remaining Contractual Life (in Years) |
|
Aggregate
Intrinsic Value |
|
||
Unvested - December 31, 2012
|
|
357,147
|
|
$
|
5.62
|
|
3.9
|
|
$
|
0
|
|
Granted
|
|
234,999
|
|
|
5.80
|
|
|
|
|
|
|
Vested
|
|
(127,299)
|
|
|
(5.64)
|
|
|
|
|
|
|
Unvested - December 31, 2013
|
|
464,847
|
|
$
|
5.71
|
|
2.9
|
|
$
|
20
|
|
F-31 | ||
|
|
|
2013
|
|
2012
|
|
||
Federal:
|
|
|
|
|
|
|
|
Current provision
|
|
$
|
0
|
|
$
|
0
|
|
Deferred provision
|
|
|
1,451
|
|
|
0
|
|
|
|
|
1,451
|
|
|
-
|
|
State:
|
|
|
|
|
|
|
|
Current provision
|
|
|
63
|
|
|
27
|
|
Deferred provision
|
|
|
335
|
|
|
0
|
|
|
|
|
398
|
|
|
27
|
|
|
|
$
|
1,849
|
|
$
|
27
|
|
F-32 | ||
|
|
|
2013
|
|
2012
|
|
Federal statutory rate
|
|
35.0
|
%
|
34.0
|
%
|
State taxes net of Federal benefit
|
|
(1.9)
|
%
|
6.0
|
%
|
Non-deductible transaction costs
|
|
(3.6)
|
%
|
(11.0)
|
%
|
Noncontrolling Interest
|
|
2.2
|
%
|
0.0
|
%
|
Valuation allowance
|
|
(53.3)
|
%
|
(29.0)
|
%
|
Gross receipts tax and minimum statutory state income taxes
|
|
(0.4)
|
%
|
(0.3)
|
%
|
Other
|
|
2.1
|
%
|
(0.1)
|
%
|
|
|
(19.9)
|
%
|
(0.4)
|
%
|
|
|
2013
|
|
2012
|
|
||
Deferred income tax assets - current
|
|
|
|
|
|
|
|
Bad debt reserve
|
|
$
|
54
|
|
$
|
0
|
|
Accruals and other reserves
|
|
|
0
|
|
|
386
|
|
|
|
|
54
|
|
|
386
|
|
Deferred income tax assets - long-term
|
|
|
|
|
|
|
|
Net operating loss carryforwards
|
|
|
12,918
|
|
|
6,854
|
|
Intangible assets - finite life
|
|
|
1,464
|
|
|
0
|
|
Stock options
|
|
|
418
|
|
|
0
|
|
Property, plant & equipment
|
|
|
295
|
|
|
0
|
|
Deferred rent
|
|
|
100
|
|
|
0
|
|
Other
|
|
|
739
|
|
|
0
|
|
|
|
|
15,934
|
|
|
6,854
|
|
Deferred income tax liability - long-term
|
|
|
|
|
|
|
|
Intangible assets - Indefinite life
|
|
|
(4,339)
|
|
|
0
|
|
|
|
|
11,649
|
|
|
7,240
|
|
|
|
|
|
|
|
|
|
Less: Valuation Allowance
|
|
|
(15,988)
|
|
|
(7,240)
|
|
|
|
|
|
|
|
|
|
Net deferred income tax liability - long-term
|
|
$
|
(4,339)
|
|
$
|
0
|
|
|
|
2013
|
|
2012
|
|
||
Balance at beginning of year
|
|
$
|
454
|
|
$
|
454
|
|
Decreases in prior year tax positions
|
|
|
0
|
|
|
0
|
|
Increases in prior year tax positions
|
|
|
0
|
|
|
0
|
|
Increases in current year tax positions
|
|
|
0
|
|
|
0
|
|
Settlements with taxing authorities
|
|
|
0
|
|
|
0
|
|
Lapse of statute of limitations
|
|
|
(74)
|
|
|
0
|
|
Balance at end of year
|
|
$
|
380
|
|
$
|
454
|
|
F-33 | ||
|
F-34 | ||
|
F-35 | ||
|
F-36 | ||
|
|
SEQUENTIAL BRANDS GROUP, INC.
|
|
|
Date:
March 31, 2014
|
/s/ Yehuda Shmidman
|
|
By:
Yehuda Shmidman
|
|
Its:
Chief Executive Officer (Principal Executive Officer)
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Yehuda Shmidman
|
|
Chief Executive Officer, Director
|
|
|
Yehuda Shmidman
|
|
(Principal Executive Officer)
|
|
March 31, 2014
|
|
|
|
|
|
/s/ Gary Klein
|
|
Chief Financial Officer (Principal
|
|
|
Gary Klein
|
|
Financial and Accounting Officer)
|
|
March 31, 2014
|
|
|
|
|
|
/s/ William Sweedler
|
|
Chairman of the Board of Directors
|
|
|
William Sweedler
|
|
|
|
March 31, 2014
|
|
|
|
|
|
/s/ Matthew D. Eby
|
|
Director
|
|
|
Matthew D. Eby
|
|
|
|
March 31, 2014
|
|
|
|
|
|
/s/ Al Gossett
|
|
Director
|
|
|
Al Gossett
|
|
|
|
March 31, 2014
|
|
|
|
|
|
/s/ Aaron Hollander
|
|
Director
|
|
|
Aaron Hollander
|
|
|
|
March 31, 2014
|
|
|
|
|
|
/s/ Gary Johnson
|
|
Director
|
|
|
Gary Johnson
|
|
|
|
March 31, 2014
|
|
|
|
|
|
/s/ Stewart Leonard, Jr.
|
|
Director
|
|
|
Stewart Leonard, Jr.
|
|
|
|
March 31, 2014
|
S-1 | ||
|
Exhibit
Number
|
|
Exhibit Title
|
|
|
|
2.1
|
|
Unit Purchase Agreement entered into as of April 7, 2011 by and among J. Lindeberg USA Corp., as buyer, and People’s Liberation, Inc. and Bella Rose, LLC, as sellers. Incorporated by reference to Exhibit 2.1 to our Quarterly Report on Form 10-Q filed on May 16, 2011. *
|
|
|
|
2.2
|
|
Purchase and Sale Agreement, dated June 18, 2012, by and between Sequential Brands Group, Inc. and DVS Shoe Co., Inc. Incorporated by reference to Exhibit 2.1 to our Quarterly Report on Form 10-Q filed on August 14, 2012.*
|
|
|
|
2.3
|
|
Purchase and Sale Agreement, dated June 28, 2012, by and between Sequential Brands Group, Inc. and Westlife Distribution USA, LLC. Incorporated by reference to Exhibit 2.2 to our Quarterly Report on Form 10-Q filed on August 14, 2012.*
|
|
|
|
2.4
|
|
Agreement and Plan of Merger, dated December 7, 2012, by and among Sequential Brands Group, Inc., Wheels Merger Sub Inc. and Heelys, Inc. Incorporated by reference to Exhibit 2.1 to Current Report on Form 8-K of Heelys, Inc. filed on December 10, 2012.*
|
|
|
|
3.1
|
|
Amended and Restated Certificate of Incorporation of Sequential Brands Group, Inc. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on July 18, 2008.
|
|
|
|
3.2
|
|
Certificate of Designation of Preferences, Rights and Limitations of Series A Preferred Stock. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on February 8, 2012.
|
|
|
|
3.3
|
|
Certificate of Ownership and Merger merging Sequential Brands Group, Inc. with and into People’s Liberation, Inc. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on March 29, 2012.
|
|
|
|
3.4
|
|
Certificate of Amendment to the Certificate of Incorporation of Sequential Brands Group, Inc. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on September 13, 2012.
|
|
|
|
3.5
|
|
Sequential Brands Group, Inc. Amended and Restated Bylaws, effective as of September 11, 2013. Incorporated by reference to Exhibit 3.1 to our Current Report on Form 8-K filed on September 13, 2013.
|
|
|
|
4.1
|
|
2005 Sequential Brands Group, Inc. Option Plan. Incorporated by reference to Exhibit 4.1 to our Registration Statement on Form SB-2 (File No. 333-130930) filed on January 9, 2006.**
|
|
|
|
4.2
|
|
Form of Variable Rate Senior Secured Convertible Debenture Due January 31, 2015 of People’s Liberation, Inc. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on February 28, 2012.
|
|
|
|
4.3
|
|
Form of Common Stock Purchase Warrant of People’s Liberation, Inc. Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on February 28, 2012.
|
|
|
|
10.1
|
|
Form of Indemnity Agreement. Incorporated by reference to Exhibit 10.12 to our Registration Statement on Form SB-2 (File No. 333-130930) filed on January 9, 2006.
|
10.2
|
|
Consulting Agreement entered into on February 3, 2011 by and between Sequential Brands Group, Inc. and Thomas Nields. Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on May 16, 2011.
|
|
|
|
10.3
|
|
Separation Agreement entered into as of February 3, 2011 by and between Thomas Nields, Sequential Brands Group, Inc. and its subsidiaries. Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on May 16, 2011.
|
|
|
|
10.4
|
|
Asset Purchase Agreement dated June 24, 2011 by and between Monto Holdings (Pty) Ltd and Sequential Brands Group, Inc. and its wholly-owned subsidiary, Bella Rosa, LLC. Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 18, 2011.
|
|
|
|
10.5
|
|
Form of Common Stock Purchase Warrant issued to Monto Holdings (Pty) Ltd. dated June 24, 2011. Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on August 18, 2011.
|
|
|
|
10.6
|
|
Form of Promissory Note entered into on August 18, 2011 by William Rast Licensing, LLC in favor of Monto Holdings (Pty) Ltd. Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on November 21, 2011.
|
|
|
|
10.7
|
|
Borrower Security Agreement entered into on August 18, 2011 by William Rast Licensing, LLC in favor of Monto Holdings (Pty) Ltd. Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on November 21, 2011.
|
|
|
|
10.8
|
|
Guarantor Security Agreement entered into on August 18, 2011 by Sequential Brands Group, Inc., Versatile Entertainment, Inc., Bella Rose, LLC, William Rast Sourcing, LLC, and William Rast Retail, LLC in favor of Monto Holdings (Pty) Ltd. Incorporated by reference to Exhibit 10.3 to our Quarterly Report on Form 10-Q filed on November 21, 2011.
|
|
|
|
10.9
|
|
Guaranty entered into on August 18, 2011 by Sequential Brands Group, Inc., Versatile Entertainment, Inc., Bella Rose, LLC, William Rast Sourcing, LLC, and William Rast Retail, LLC in favor of Monto Holdings (Pty) Ltd. Incorporated by reference to Exhibit 10.4 to our Quarterly Report on Form 10-Q filed on November 21, 2011.
|
|
|
|
10.10
|
|
Form of Common Stock Purchase Warrant issued to Monto Holdings (Pty) Ltd. on August 18, 2011 by Sequential Brands Group, Inc. Incorporated by reference to Exhibit 10.5 to our Quarterly Report on Form 10-Q filed on November 21, 2011.
|
|
|
|
10.11
|
|
Second Amended and Restated Limited Liability Company Operating Agreement of William Rast Sourcing, LLC, effective as of October 1, 2011. Incorporated by reference to Exhibit 10.6 to our Quarterly Report on Form 10-Q filed on November 21, 2011.
|
|
|
|
10.12
|
|
Second Amended and Restated Limited Liability Company Operating Agreement of William Rast Licensing, LLC, effective as of October 1, 2011. Incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q filed on November 21, 2011.
|
|
|
|
10.13
|
|
Royalty Agreement by and among William Rast Sourcing, LLC, William Rast Licensing, LLC and Tennman WR-T, Inc. effective as of October 1, 2011. Incorporated by reference to Exhibit 10.8 to our Quarterly Report on Form 10-Q filed on November 21, 2011.
|
|
|
|
10.14
|
|
Preemptive Rights and Board Nominee Agreement by and between Sequential Brands Group, Inc. and Tennman WR-T, Inc. effective as of October 1, 2011. Incorporated by reference to Exhibit 10.9 to our Quarterly Report on Form 10-Q filed on November 21, 2011.
|
|
|
|
10.15
|
|
Services Agreement by and between William Rast Licensing, LLC and Tennman Brands, LLC f/s/o Justin Timberlake effective as of October 1, 2011. Incorporated by reference to Exhibit 10.10 to our Quarterly Report on Form 10-Q filed on November 21, 2011.
|
|
|
|
10.16
|
|
License Agreement by and between William Rast Sourcing, LLC and William Rast Licensing, LLC and J.C. Penney Corporation, Inc. dated November 21, 2011. Incorporated by reference to Exhibit 10.49 to our Annual Report on Form 10-K filed on March 30, 2012.***
|
|
|
|
10.17
|
|
Employment Agreement by and between Andrea Sobel and Sequential Brands Group, Inc. dated December 14, 2011. Incorporated by reference to Exhibit 10.50 to our Annual Report on Form 10-K filed on March 30, 2012.**
|
10.18
|
|
Employment Agreement by and between Colin Dyne and Sequential Brands Group, Inc. dated December 14, 2011. Incorporated by reference to Exhibit 10.51 to our Annual Report on Form 10-K filed on March 30, 2012.**
|
|
|
|
10.19
|
|
Securities Purchase Agreement, dated February 2, 2012, between Sequential Brands Group, Inc. and each purchaser identified on the signature page thereto. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on February 28, 2012.
|
|
|
|
10.20
|
|
Stockholders Agreement dated February 22, 2012, by and among Sequential Brands Group, Inc., Colin Dyne, TCP WR Acquisition, LLC, and the other stockholders party thereto. Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on February 28, 2012.
|
|
|
|
10.21
|
|
Security Agreement, dated February 3, 2012, by and among Sequential Brands Group, Inc., certain subsidiaries of Sequential Brands Group, Inc. and the holders of Sequential Brands Group, Inc.’s Variable Rate Senior Secured Convertible Debentures signatory thereto. Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed on February 28, 2012.
|
|
|
|
10.22
|
|
Subsidiary Guarantee, dated February 3, 2012, by and among certain subsidiaries of Sequential Brands Group, Inc. in favor of the purchasers signatory to that certain Securities Purchase Agreement, dated February 2, 2012, between Sequential Brands Group, Inc. and such purchasers. Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed on February 28, 2012.
|
|
|
|
10.23
|
|
Operating Agreement of DVS Footwear International, LLC, dated as of June 29, 2012 by and between Sequential Brands Group, Inc. and Elan Polo International, Inc. Incorporated by reference to Exhibit 10.1 to our Quarterly Report on Form 10-Q filed on August 14, 2012.
|
|
|
|
10.24
|
|
DVS License Agreement-Worldwide Exclusive License, dated as of June 29, 2012 by and between DVS Footwear International, LLC and Elan Polo International, Inc. Incorporated by reference to Exhibit 10.2 to our Quarterly Report on Form 10-Q filed on August 14, 2012.***
|
|
|
|
10.25
|
|
Separation Agreement, dated November 15, 2012, by and between Sequential Brands Group, Inc. and Colin Dyne. Incorporated by reference to Exhibit 10.27 to our Annual Report on Form 10-K filed on April 1, 2013.
|
|
|
|
10.26
|
|
Employment Agreement, dated November 19, 2012, by and between Sequential Brands Group, Inc. and Yehuda Shmidman. Incorporated by reference to Exhibit 10.28 to our Annual Report on Form 10-K filed on April 1, 2013.
|
|
|
|
10.27
|
|
Offer Letter, dated November 29, 2012, by and between Sequential Brands Group, Inc. and Gary Klein. Incorporated by reference to Exhibit 10.29 to our Annual Report on Form 10-K filed on April 1, 2013.
|
|
|
|
10.28
|
|
Stock Purchase Agreement, dated November 19, 2012, by and between Sequential Brands Group, Inc. and Yehuda Shmidman. Incorporated by reference to Exhibit 10.30 to our Annual Report on Form 10-K filed on April 1, 2013.
|
|
|
|
10.29
|
|
Stock Purchase Agreement, dated November 29, 2012, by and between Sequential Brands Group, Inc. and Gary Klein. Incorporated by reference to Exhibit 10.31 to our Annual Report on Form 10-K filed on April 1, 2013.
|
|
|
|
10.30
|
|
Securities Purchase Agreement, dated December 21, 2012, by and among Sequential Brands Group, Inc. and investors parties thereto. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on December 26, 2012.
|
|
|
|
10.31
|
|
Registration Rights Agreement, dated January 9, 2013, by and among Sequential Brands Group, Inc. and investors parties thereto. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on January 11, 2013.
|
|
|
|
10.32
|
|
Separation Agreement, dated January 25, 2013, by and between Sequential Brands Group, Inc. and Andrea Sobel. Incorporated by reference to Exhibit 10.34 to our Annual Report on Form 10-K filed on April 1, 2013.
|
|
|
|
10.33
|
|
Purchase Agreement, dated March 28, 2013, by and among Sequential Brands Group, Inc., ETPH Acquisition, LLC and B®and Matter, LLC. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on April 3, 2013.*
|
|
|
|
10.34
|
|
First Lien Term Loan Agreement, dated March 28, 2013, by and among Sequential Brands Group, Inc., Bank of America, N.A., the guarantors named therein and the lenders party thereto. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on April 3, 2013.
|
10.35
|
|
Second Lien Term Loan Agreement, dated March 28, 2013, by and among Sequential Brands Group, Inc., Pathlight Capital, LLC, the guarantors named therein and the lenders party thereto. Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on April 3, 2013.
|
|
|
|
10.36
|
|
Intercreditor Agreement, dated March 28, 2013, by and between Bank of America, N.A. and Pathlight Capital, LLC. Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on April 3, 2013.
|
|
|
|
10.37
|
|
Warrant Purchase Agreement, dated March 28, 2013, by and between Sequential Brands Group, Inc. and Pathlight Capital, LLC. Incorporated by reference to Exhibit 10.5 to our Current Report on Form 8-K filed on April 3, 2013.
|
|
|
|
10.38
|
|
Form of Class B Common Stock Purchase Warrant, dated March 28, 2013, issued to Pathlight Capital, LLC. Incorporated by reference to Exhibit 10.6 to our Current Report on Form 8-K filed on April 3, 2013.
|
|
|
|
10.39
|
|
Amended and Restated Stockholders Agreement, dated March 27, 2013, by and among Sequential Brands Group, Inc., TCP WR Acquisition, LLC and the other stockholders party thereto. Incorporated by reference to Exhibit 10.7 to our Quarterly Report on Form 10-Q filed on May 15, 2013.
|
|
|
|
10.40
|
|
Form of Consent to Amendment to the Registration Rights Agreement, dated May 14, 2013, by and between Sequential Brands Group, Inc. and certain investors’ signatory to the Registration Rights Agreement, dated January 9, 2013. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on May 17, 2013.
|
|
|
|
10.41
|
|
Form of Securities Purchase Agreement No. 1, dated July 25, 2013, by and among Sequential Brands Group, Inc. and certain investors’ signatory thereto. Incorporated by reference to Exhibit 10.1 to our Current Report on Form 8-K filed on July 29, 2013.
|
|
|
|
10.42
|
|
Form of Securities Purchase Agreement No. 2, dated July 25, 2013, by and among Sequential Brands Group, Inc. and certain investors’ signatory thereto. Incorporated by reference to Exhibit 10.2 to our Current Report on Form 8-K filed on July 29, 2013.
|
|
|
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10.43
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Form of Registration Rights Agreement No. 1, dated July 26, 2013, by and among Sequential Brands Group, Inc. and certain investors’ signatory thereto. Incorporated by reference to Exhibit 10.3 to our Current Report on Form 8-K filed on July 29, 2013.
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10.44
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Form of Registration Rights Agreement No. 2, dated July 26, 2013, by and among Sequential Brands Group, Inc. and certain investors’ signatory thereto. Incorporated by reference to Exhibit 10.4 to our Current Report on Form 8-K filed on July 29, 2013.
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10.45
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Asset Purchase Agreement, dated as of August 2, 2013, by and between SBG Revo Holdings, LLC and Oakley, Inc. Incorporated by reference to Exhibit 10.2 of our Quarterly Report on Form 10-Q filed on August 12, 2013.*
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10.46
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Sequential Brands Group, Inc. 2013 Stock Incentive Plan. Incorporated by reference to Exhibit 10.1 to Registration Statement on Form S-8 (Registration No. 333-190352) filed on August 2, 2013.**
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10.47
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Form of Notice of Option Grant. Incorporated by reference to Exhibit 10.2 to Registration Statement on Form S-8 (Registration No. 333-190352) filed on August 2, 2013.**
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10.48
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Form of Notice of Restricted Stock Grant. Incorporated by reference to Exhibit 10.3 to Registration Statement on Form S-8 (Registration No. 333-190352) filed August 2, 2013.**
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10.49
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Amendment to the License Agreement, dated December 19, 2013, by and among J.C. Penney Corporation, Inc., William Rast Sourcing, LLC and William Rast Licensing, LLC.***
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10.50
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Joinder Agreement, dated February 21, 2014, by and between SBG Revo Holdings, LLC and Bank of America, N.A.
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10.51
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Joinder Agreement, dated February 21, 2014, by and between SBG Revo Holdings, LLC and Pathlight Capital, LLC.
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10.52
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Acknowledgment by SBG Revo Holdings, LLC.
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14.1
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Sequential Brands Group, Inc. Code of Ethical Conduct. Incorporated by reference to Exhibit 14.1 to our Current Report on Form 10-KSB filed on March 7, 2006.
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21.1
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Subsidiaries of Sequential Brands Group, Inc.
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23.1
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Consent of Independent Registered Public Accounting Firm.
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23.2
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Consent of Independent Registered Public Accounting Firm.
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31.1
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Certification of Principal Executive Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
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31.2
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Certification of Principal Financial Officer pursuant to Securities Exchange Act Rules 13a-14(a) and 15d-14(a) as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002.
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32.1
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Certification of Principal Executive Officer and Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley Act of 2002.
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101.INS
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XBRL Instance Document
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101.SCH
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XBRL Taxonomy Extension Schema Document
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101.CAL
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XBRL Taxonomy Extension Calculation Linkbase Document
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101.DEF
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XBRL Taxonomy Extension Definition Linkbase Document
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101.LAB
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XBRL Taxonomy Extension Label Linkbase Document
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101.PRE
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XBRL Taxonomy Extension Presentation Linkbase Document
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1 Year Sequential Brands Chart |
1 Month Sequential Brands Chart |
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