v3.26.1
Divestitures, Investments in Unconsolidated Affiliates, and Variable Interest Entities
6 Months Ended
Jun. 30, 2026
Acquisitions, Divestitures and Variable Interest Entities[Abstract]  
Divestitures, Investments in Unconsolidated Affiliates, and Variable Interest Entities

2.    Divestitures, Investments in Unconsolidated Affiliates, and Variable Interest Entities  

Investment in IM Topco, LLC

From May 31, 2022 through October 1, 2025, the Company held a noncontrolling equity ownership interest IM Topco, LLC (“IM Topco”), a former subsidiary which holds the trademarks and other intellectual property rights relating to the Isaac Mizrahi brand.

From June 1, 2022 through April 15, 2025, the Company accounted for its noncontrolling interest in the ongoing operations of IM Topco as a component of other operating costs and expenses (income) under the equity method of accounting, using the distribution provisions set forth in the governing business venture agreement. On April 15, 2025, the Company discontinued the application of the equity method of accounting, and from April 15, 2025 through October 1, 2025, the Company measured its investment in IM Topco at adjusted cost, less impairment, plus or minus observable price changes of an identical or similar investment of the same issuer.

On and effective September 26, 2025, the Company, IM Topco, and the other owners of IM Topco entered into a settlement agreement, pursuant to which the Company agreed to transfer all of its remaining equity interests in IM Topco to the other owners, in exchange for (i) the release of the Company’s liability under certain agreements with IM Topco and (ii) a capital appreciation right for the Company to receive 15% of the net consideration received by IM Topco and/or the other owners in excess of $46 million in connection with any potential future capital transaction involving IM Topco which occurs on or before September 1, 2032. All remaining IM Topco equity interests were transferred to WHP on October 1, 2025.

For the three months ended June 30, 2025, the Company recognized a $0.18 million loss related to its investment in IM Topco, comprised of (i) a $0.03 million equity method loss, and (ii) other related costs and adjustments totaling $0.15 million.

For the six months ended June 30, 2025, the Company recognized a $0.52 million loss related to its investment in IM Topco, comprised of (i) a $0.21 million equity method loss, (ii) a $(0.24) million adjustment to the carrying value of a contingent contractual obligation related to IM Topco, and (iii) other related costs and adjustments totaling $0.55 million.

Sale of Judith Ripka Brand

On April 24, 2026, the Company and certain of its wholly owned subsidiaries entered into an asset purchase agreement with a third-party buyer (“the Buyer”), pursuant to which the Company sold to the Buyer substantially all of the assets of the Judith Ripka brand, including the “Judith Ripka” brand name and trademarks, and assigned all licenses associated with the trademarks to the Buyer. As consideration for the sale, the asset purchase agreement provided for a $2.30 million cash payment to the Company at closing, plus additional earn-out contingent consideration. The earn-out contingent consideration is payable to the Company if certain specified license agreements related to the Judith Ripka brand are renewed following the expiration of their current term (which expire October 31, 2027) for a period of five years; in such event, the Buyer shall be obligated to make quarterly payments to the Company over a three-year period in the amount of 50% of the revenue earned by the Buyer from such licenses, subject to such payments not being less than $250,000 per year.

This transaction closed on April 27, 2026. Costs associated with the transaction were $0.44 million, of which $0.04 million was paid prior to closing, $0.30 million was paid at closing, and $0.10 million will be paid in future periods.

For the three and six months ended June 30, 2026, the Company recognized net charges related to the sale of the Judith Ripka brand (consisting of impairment charges to write-down the carrying value of the Judith Ripka trademarks prior to their sale, and costs of the sale) of $0.04 million and $0.10 million, respectively.

Upon the sale of the Judith Ripka brand, the Company recognized $0.64 million of earn-out consideration receivable from the Buyer, based on the Company’s estimate of probable future payments to be received under the terms of the asset purchase agreement; as of June 30, 2026, $0.14 million of this amount was recorded within prepaid expenses and other current assets in the condensed consolidated balance sheet, and $0.50 million was recorded within other assets (non-current) in the condensed consolidated balance sheet. The Company also recognized a liability of $0.10 million related to remaining commission payments due, which is included within accrued expenses and other current liabilities in the condensed consolidated balance sheet as of June 30, 2026.

Longaberger Licensing, LLC Variable Interest Entity

Since 2019, Xcel has been party to a limited liability company agreement with a subsidiary of Hilco Global related to Longaberger Licensing, LLC (“LL”). Hilco Global is the sole Class A Member of LL, and Xcel is the sole Class B Member of LL (each individually a “Member”). Each Member holds a 50% equity ownership interest in LL; however, based on an analysis of the contractual terms and rights contained in the LLC agreement and related agreements, the Company has previously determined that under the applicable accounting standards, LL is a variable interest entity and the Company has effective control over LL. Therefore, as the primary beneficiary, the Company has consolidated LL since 2019, and has recognized the assets, liabilities, revenues, and expenses of LL as part of its consolidated financial statements, along with a noncontrolling interest which represents Hilco Global’s 50% ownership share in LL.

The amount of LL's losses attributed to Hilco Global's non-controlling interest for the three and six months ending June 30, 2026 was $0 for each period. The amount of LL's losses attributed to Hilco Global's non-controlling interest for the three and six months ending June 30, 2025 was approximately $3,000 for each period.