XCEL BRANDS,INC. INDEX PART I - FINANCIAL INFORMATION Item 1.Financial StatementsUnaudited Condensed Consolidated Balance SheetsUnaudited Condensed Consolidated Statements of OperationsUnaudited Condensed Consolidated Statements of Stockholders’ EquityUnaudited Condensed Consolidated Statements of Cash FlowsNotes to Unaudited Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results ofOperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and ProceduresPART II - OTHER INFORMATIONItem 1.Legal ProceedingsItem1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures Xcel Brands,Inc. and SubsidiariesUnaudited Condensed Consolidated Balance Sheets(in thousands, except share and per share data) Table of Contents XCEL BRANDS,INC. AND SUBSIDIARIESNotesto Unaudited Condensed Consolidated Financial StatementsMarch 31, 2025 1.Nature of Operations, Background, and Basis of Presentation The accompanying condensed consolidated balance sheet as of December31, 2024 (which has beenderivedfrom audited financial statements)and the unaudited interim condensed consolidatedfinancial statements have been prepared in accordance with accounting principles generally acceptedin the United States (“GAAP”) for interim financial information and pursuant to the instructions toForm10-Q and Article 8 of Regulation S-X promulgated by the United States Securities and In the opinion of management, the accompanying unaudited condensed consolidated financialstatements were prepared following the same policies and procedures used in the preparation of theaudited consolidated financial statements and reflect all adjustments (consisting of normal recurringadjustments) necessary to present fairly the results of operations, financial position, and cash flows ofXcel Brands,Inc. and its subsidiaries (the “Company” or "Xcel").The results of operations for the The Company is a media and consumer products company engaged in the design, licensing,marketing, live streaming, and social commerce sales of branded apparel, footwear, accessories, fine Currently, the Company’s brand portfolio consists of the Halston brands (the "Halston Brand"), theJudith Ripka brands (the "Ripka Brand"), the C Wonder brands (the "C Wonder Brand"), theLongaberger brand (the “Longaberger Brand”), the Isaac Mizrahi brands (the “Isaac Mizrahi Brand”), ●The Halston Brand, Ripka Brand, and C Wonder Brand are wholly owned by the Company.●TheCompany also owns the co-branded collaboration brands TowerHill by ChristieBrinkley (which launched in May 2024), LB70 by Lloyd Boston (which launched in August2024), Trust. Respect. Love. by Cesar Milan (which is planned to launch in Spring 2026),and GemmaMade by Gemma Stafford (which is planned to launch in Spring 2026). ●The Company manages the Longaberger Brand through its50%ownership interest inLongaberger Licensing, LLC; the Company consolidates Longaberger Licensing, LLC andrecognizes noncontrolling interest for the remaining ownership interest held by a third party ●The Company holds a noncontrolling interest in the Isaac Mizrahi Brand through its30%ownership interest in IM Topco, LLC (see Note 2 and Note 12 for additional details). ●The Company holds a19%noncontrolling interest in ORME Live, Inc. (“ORME”), a short-form video and social commerce marketplace that launched in April 2024. ●The Company holds a long-term license agreement in the Jenny Martinez Live brand. Table of Contents XCEL BRANDS,INC. AND SUBSIDIARIESNotesto Unaudited Condensed Consolidated Financial StatementsMarch 31, 2025 The Company primarily generates revenue through the licensing of its brands through contractualarrangements with manufacturers and retailers. The Company, through its licensees, distributesthrough a true modern consumer products sales strategy, which includes the promotion and sale of Change in Capital Structure As described more fully in Note 7, effective March 24, 2025, the Company effected a1-for-10reverse stock split for all of its issued and outstanding common stock. All share and per shareamounts presented in these condensed consolidated financial statements and accompanying notes,including but not limited to shares issued and outstanding, earnings/(loss) per share, and warrants andoptions, as well as the dollar amounts of common stock and paid-in capital, have been retroactively Segment Reporting Information The Company has a single reportable segment, which generates revenue from the design andlicensing of branded apparel, jewelry, and similar consumer products. The Company derives revenue The Company’s chief operating decision maker, as such term is defined under GAAP, is its ChiefExecutive Officer. The accounting policies of the Company’s single reportable segment are the same The c