ICON Iconix Brand Group Inc

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

 

		FORM 12b-25		SEC FILE NUMBER 001-10593
				CUSIP NUMBER 451055107

 

NOTIFICATION OF LATE FILING

 

( Check One ):		☐  Form 10-K    ☐  Form 20-F    ☐  Form 11-K    ☒  Form 10-Q ☐  Form 10-D    ☐  Form N-SAR    ☐  Form N-CSR
		For Period Ended:    September 30, 2017
		☐  Transition Report on Form 10-K
		☐  Transition Report on Form 20-F
		☐  Transition Report on Form 11-K
		☐  Transition Report on Form 10-Q
		☐  Transition Report on Form N-SAR
		For the Transition Period Ended:

 

Read Instruction (on back page) Before Preparing Form. Please Print or Type.

Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.

If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:

Not applicable

 

 

PART I — REGISTRANT INFORMATION

Iconix Brand Group, Inc.

Full Name of Registrant

 

Former Name if Applicable

1450 Broadway

Address of Principal Executive Office (Street and Number)

New York, New York 10018

City, State and Zip Code

 

 

PART II — RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate)

 

☐		(a)		The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;
		(b)		The subject annual report, semi-annual report, transition report on Form 10-K, 20-F, 11-K, N-SAR or N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and
		(c)		The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.

 

 

 

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PART III — NARRATIVE

State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.

Iconix Brand Group, Inc. (the “Company”) is unable to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 within the prescribed time period for the reasons described below.

The Company requires additional time to complete impairment testing of its goodwill and intangible assets in order to determine the amount of any non-cash intangible asset impairment charge on any of its brands, which the Company will reflect in its financial statements.

The Company intends to file its Quarterly Report on Form 10-Q for the quarter ended September 30, 2017 as soon as reasonably practicable.

 

 

PART IV — OTHER INFORMATION

 

(1)	Name and telephone number of person to contact in regard to this notification

 

John N. Haugh				212				730-0030
(Name)				(Area Code)				(Telephone Number)

 

(2)

Have all other periodic reports required under section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).    ☒  Yes    ☐    No

 

(3)	Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?    ☒  Yes    ☐  No

If so, attach an explanation of the anticipated change, both narratively and quantitatively, and, if appropriate, state the reasons why a reasonable estimate of the results cannot be made.

The Company expects its results of operations for the three and nine months ended September 30, 2017 to be negatively affected by any non-cash intangible asset impairment charge, compared to the three and nine months ended September 30, 2016. Until the impairment testing of the Company’s goodwill and intangible assets has been completed, the Company cannot provide an estimate of any resulting impairment charge or its effect on the Company’s results of operations.

Cautionary Note Regarding Forward-Looking Statements

This Form 12b-25 contains forward-looking statements within the meaning of the federal securities laws. Statements that are not historical facts, including statements about the Company’s beliefs and expectations, are forward-looking statements. These statements include, among others, statements relating to additional information that may arise during the course of the Company’s ongoing accounting review that would require the Company to make additional adjustments or revisions or to restate the financial statements and other financial disclosures in historical periods. These statements are based on the Company’s beliefs and assumptions, which in turn are based on currently available information. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement. Many of these factors are beyond the Company’s ability to control or predict and you should be aware that the occurrence of certain events, including those referenced in the sections titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, the Company’s subsequent Quarterly Reports on Form 10-Q or other filings with the Securities and Exchange Commission, could harm the Company’s business, prospects, results of operations, liquidity and financial condition and cause its stock price to decline significantly. Except as required by applicable law, the Company is under no obligation to update or revise publicly any forward-looking statements.

 

 

 

Iconix Brand Group, Inc.

(Name of Registrant as Specified in Charter)

Iconix Brand Group, Inc. has caused this notification to be signed on its behalf by the undersigned hereunto duly authorized.

 

Date:		November 9, 2017				By				/s/ John N. Haugh
						Name:				John N. Haugh
						Title:				Chief Executive Officer

 

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