Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File Number: 001-37527 XCEL BRANDS, INC. (Exact name of registrant as specified in its charter) | Delaware | 76-0307819 | | --- | ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2022 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37527 XCEL BRANDS, INC. (Exact name of Registrant as specified in its charter) | Delaware | | 76-0307819 | | --- | --- | --- | | (State or Other Jurisdiction of | | ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File Number: 001-37527 XCEL BRANDS, INC. (Exact name of registrant as specified in its charter) | Delaware | 76-0307819 | | --- | ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2022 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File Number: 001-37527 XCEL BRANDS, INC. (Exact name of registrant as specified in its charter) | Delaware | 76-0307819 | | --- | ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2021 OR ☐ TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Commission File Number: 001-37527 XCEL BRANDS, INC. (Exact name of Registrant as specified in its charter) | Delaware | 76-0307819 | | --- | --- | | (State or Other Jurisdiction of | | | Incor ...

Financial Data and Key Metrics Changes - Total revenue for Q3 2021 was $11.3 million, an increase of approximately $3.9 million or 52% from the prior year quarter [24] - For the nine months ending September 30, 2021, total revenues increased approximately $7.9 million to $29.8 million or 36% over the prior year period [25] - Net loss excluding non-controlling interest was approximately $1.1 million for the current quarter, compared to a net loss of $0.4 million for the prior year quarter [29] - Adjusted EBITDA for the current quarter was $1 million compared with $1.4 million for the prior year quarter [30] Business Line Data and Key Metrics Changes - Revenues from the licensing business were up 31%, while net wholesale and direct-to-consumer sales increased over 100% for the quarter compared to Q3 2020 [12] - Total interactive TV licensing revenues were up 27% in Q3 compared with the prior year quarter [15] - Non-interactive TV licensing business was up 77% this quarter compared to the prior year quarter [16] - Judith Ripka and Longaberger combined e-commerce sales were up approximately 150% compared to the prior year quarter [17] - Wholesale apparel was up approximately 56% compared to the prior year quarter [20] Market Data and Key Metrics Changes - The interactive TV business is performing well, with apparel and jewelry sales being a bright spot for QVC [14] - Longaberger's active stylist membership is up 50%, and over 250,000 email subscribers were added to direct-to-consumer businesses through Q3 [17] - The Judith Ripka wholesale jewelry business is up dramatically at over 400% compared with last year [21] Company Strategy and Development Direction - The company expects continued acceleration and expansion across all divisions and distribution channels [13] - Live streaming is seen as a significant growth driver, with plans for additional events in 2022 [22] - The company is focused on recruiting nano-influencers to drive sales, particularly for the Longaberger brand [40] Management's Comments on Operating Environment and Future Outlook - Management expressed optimism about the growth in all distribution channels and anticipates a strong finish for the year [22] - The ongoing COVID-19 pandemic has impacted the business, but management believes they are emerging from its effects [30] - Management expects that 2022 will be the year when investments in direct-to-consumer and wholesale businesses start contributing to profitability [36] Other Important Information - The company had unrestricted cash and cash equivalents of approximately $4 million as of September 30, 2021 [31] - Total debt at September 30, 2021, was $25.2 million, with bank debt net of cash approximately $21.2 million [32] Q&A Session Summary Question: When will investments in direct-to-consumer and wholesale businesses start contributing to profitability? - Management indicated that if it weren't for COVID, profitability would have been achieved in 2020, and they expect 2022 to be the year for profitability [36] Question: How is the Longaberger brand performing? - Longaberger is growing at a dramatic rate, with double-digit growth monthly, and management is optimistic about its future [40] Question: What is the status of the $75 million financing and potential acquisitions? - Management is actively looking for acquisition opportunities that fit their parameters and expects to find suitable options in 2022 [43] Question: Can you provide a comparison for the quarter versus 2019? - Management did not provide specific 2019 comparisons during the call but offered to share that information privately [50] Question: Any updates on the C. Wonder brand with Walmart? - A live stream event with Walmart for C. Wonder is planned for March 2022, which management believes will be beneficial for both parties [51]

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2021 ACT OF 1934 For the transition period from ___ to ___ Commission File Number: 001-37527 XCEL BRANDS, INC. (Exact name of registrant as specified in its charter) | Delaware | 76-0307819 | | --- | --- | | (State or Other Jurisdiction of | (I.R.S. Employer | | Incorporation ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File Number: 001-37527 XCEL BRANDS, INC. (Exact name of registrant as specified in its charter) | Delaware | 76-0307819 | | --- | ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2021 or ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___ to ___ Commission File Number: 001-37527 XCEL BRANDS, INC. (Exact name of registrant as specified in its charter) | Delaware | 76-0307819 | | --- | ...

Business Strategy and Growth - The company aims to continue acquiring and developing brands that are synergistic to its existing portfolio and expected to be accretive to earnings[36]. - The company plans to expand its live-streaming platform to build the world's largest digital marketplace powered by live-streaming and micro-influencers[31]. - The company focuses on acquiring additional consumer brands to integrate into its operating platform and leverage its distribution relationships[199]. - The company expects growth through expansion of its wholesale business and e-commerce platforms, with revenue growth anticipated from new wholesale accounts and increased traffic to e-commerce sites[92]. - The company has launched its Longaberger e-commerce and live-streaming operations in February 2020, focusing on social commerce[29]. - The company added the Longaberger brand to its e-commerce and live-streaming operations in February 2020, aiming to grow direct-to-consumer and live-streaming businesses[55]. - The company acquired a controlling interest in the Longaberger Brand in November 2019 and is re-imagining it as a digital live-streaming shopping marketplace[18]. - In April 2021, Xcel acquired the Lori Goldstein brands, including LOGO by Lori Goldstein, focusing on expanding the brand through an omni-channel approach[19]. Revenue and Financial Performance - For the years ended December 31, 2020 and 2019, net revenue from Qurate accounted for 60% and 53% of the total revenues of the company, respectively[48]. - A substantial portion of the company's revenues is concentrated with a limited number of licensees, with Qurate accounting for approximately 60% of total revenue in 2020[81]. - The company recognizes revenues from other licenses based on a percentage of sales, with guaranteed minimum royalty provisions allowing for revenue recognition based on the greater of sales-based royalty or guaranteed minimum[54]. - Revenue from direct-to-consumer sales is recognized at the point of shipment to the customer[210]. - The company’s revenue recognition for licensing follows ASC 606, recognizing revenue based on sales or usage occurring after performance obligations are satisfied[205]. Marketing and Brand Management - The company employs live streaming, social media, and other marketing strategies to maximize brand value and drive retail sales[58]. - The company’s marketing efforts focus on leveraging micro and mega-influencers, entertainment tie-ins, and digital content to enhance consumer awareness and sales[59]. - The company’s agreements with Qurate allow for cross-promotion of products, leveraging Qurate's customer base of approximately 380 million households worldwide[60]. - The company differentiates itself in a competitive landscape through its brand management platform, focusing on design, product, marketing, and technology[67]. Financial Risks and Challenges - The company has an outstanding balance of $25.0 million under a credit facility as of April 15, 2021, which may impact liquidity and financial condition[79]. - The company faces risks related to compliance with financial covenants, which could lead to defaults and impact the ability to meet debt obligations[80][89]. - The company may require significant additional cash to satisfy working capital requirements and expand operations, which could affect growth prospects[75]. - The company faces intense competition in the apparel and jewelry industries, which could lead to pricing pressures and reduced profit margins[99]. - The company may not be able to achieve and sustain meaningful growth due to various market factors, including changing consumer preferences and competition[94]. - The company may struggle to maintain market acceptance of its brands, which is critical for licensing revenues and overall business performance[90]. - The company faces risks associated with foreign sourcing, including potential delays and increased costs due to political and economic instability[105]. Operational and Compliance Issues - The company is dependent on the promotional services of key individuals, such as Isaac Mizrahi and Lori Goldstein, for brand promotion, which could significantly affect revenue if lost[84][87]. - The company relies on approximately eight independent manufacturers for product assembly, which could lead to delays or quality issues affecting customer relationships[118]. - The company has established operating guidelines for ethical business practices among independent manufacturers, but compliance cannot be guaranteed[119]. - The company is committed to providing a healthy and safe work environment for its 60 full-time and nine part-time employees as of December 31, 2020[72]. - The company believes it is in compliance with all applicable governmental regulations affecting its business[73]. Financial Position and Stock Information - As of December 31, 2020, the company had cash and cash equivalents of approximately $5.0 million, which is expected to sustain operations for at least 12 months[76]. - The market price of the company's common stock has declined over the past three years and may be volatile[159]. - The common stock closed at $2.25 per share on April 13, 2021, but there is no assurance that the price will maintain such levels[166]. - The company has never declared or paid any cash dividends on its common stock and does not plan to do so in the foreseeable future[171]. - The company’s credit facility with Bank Hapoalim B.M. limits the amount of cash dividends that may be paid while amounts under the credit facility are outstanding[183]. - The combined voting power of the common stock ownership of the company's officers, directors, and key employees is approximately 60%[155]. Impairment and Tax Considerations - An impairment charge of $6.2 million was recorded for the Ripka Brand trademarks in 2019, and an additional $13.0 million impairment charge was recorded in 2020 due to delays in the retail strategy[212][213]. - The effective tax rates may be adversely affected by changes in the valuation of deferred tax assets and liabilities, or changes in tax laws[138]. - The company assesses the likelihood of recovering deferred tax assets and the potential adverse outcomes from tax examinations[138]. Future Outlook and Strategic Initiatives - The company intends to selectively seek additional intellectual property acquisitions, but competition may increase costs and make suitable candidates harder to find[123]. - The company has historically funded acquisitions with debt and equity financing, indicating a reliance on external financing for growth[76]. - The company’s growth strategy includes the acquisition of additional brands, which may involve issuing shares of common stock as consideration[169]. - The company may issue a substantial number of shares to satisfy obligations related to the Halston Heritage Earn-Out if certain royalty revenue targets are met[168].