Current Report Filing (8-k)
December 06 2017 - 9:18AM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant to Section 13 or 15 (d)
of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 6, 2017
ICONIX BRAND GROUP, INC.
(Exact name of registrant as specified in its charter)
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Delaware
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1-10593
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11-2481903
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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1450 Broadway, New York, New York
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10018
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(Address of Principal Executive Offices)
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(Zip Code)
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Registrants telephone number, including area code (212)
730-0030
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form
8-K
filing is intended to simultaneously satisfy the filing obligation of
the registrant under any of the following provisions (
see
General Instruction A.2. below):
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule
12b-2
of the Securities Exchange Act of 1934
(§240.12b-2
of this chapter).
Emerging growth company ☐
If an emerging
growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange
Act. ☐
Item 2.02
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Results of Operation and Financial Condition
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On December 6, 2017, Iconix Brand Group, Inc. (the
Company) issued a press release announcing its preliminary third quarter 2017 results, a range for the impairment charge described in Item 2.06 below and affirming financial guidance for the year ending
December 31, 2017, excluding the impact of the impairment charge. The financial information for the three months ended September 30, 2017, is preliminary and subject to finalization by the Company and has not been reviewed by the
Companys independent registered public accountants. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
The information under this Item 2.02, including Exhibit 99.1 attached hereto, shall not be deemed filed for the purposes of Section 18 of the
Exchange Act, or otherwise subject to the liabilities of that section. Such information shall not be incorporated by reference into any registration statement or other document filed under the Securities Act or the Exchange Act, except as expressly
set forth by specific reference in such a filing.
Item 2.06
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Material Impairments
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On November 1, 2017 and November 16, 2017, the Company filed Current
Reports on
Form 8-K (the
Prior Reports) disclosing that (i) as of a result of, among other things, the recent decisions by certain licensees not to renew existing Mossimo
and Danskin license agreements and expected modest diminished revenues in 2018 across several of the Companys other brands, the Company determined that it will need to record a material
non-cash
intangible asset impairment charge on its Danskin, Mossimo and Ocean Pacific trademarks; and (ii) as a result of the decline in the Companys stock price and related market capitalization, the Company determined there
existed a further indication of potential impairment across all of the Companys intangible assets and accelerated the timing of its annual impairment testing of goodwill and intangible assets to be completed in connection with the preparation
of its financial statements for the quarter ended September 30, 2017.
The Company continues to work to complete impairment testing of all of its
goodwill and intangible assets. As a result of such impairment testing, the Company expects that it will record
material non-cash impairment
charges, which could range from $500 million to
$750 million in the aggregate. These impairment charges will affect all of the Companys reporting units and will be reflected in the Companys financial statements for the quarter ended September 30, 2017. The Company also
expects to have a non-cash tax charge of approximately $15 million related to the write off of certain deferred tax assets.
The disclosures in this Item
2.06 update and supplement the disclosure regarding potential impairment charges described in the Prior Reports.
Item 9.01
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Financial Statements and Exhibits.
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(d) Exhibits.
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99.1
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Press Release dated December 6, 2017
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EXHIBIT INDEX
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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ICONIX BRAND GROUP, INC.
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By:
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/s/ David K. Jones
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Name:
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David K. Jones
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Title:
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Executive Vice President and
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Chief Financial Officer
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Date: December 6, 2017
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