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): November 11, 2017
Iconix Brand Group, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-10593 | 11-2481903 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 1450 Broadway, New York, NY | 10018 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s 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):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
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 2.06 | Material Impairments |
On November 1, 2017, Iconix Brand Group, Inc. (the “Company”) filed a Current Report on Form 8-K (the “Prior 8-K”) disclosing that the Company was conducting an interim impairment test consistent with U.S. generally accepted accounting principles on the value of certain of its goodwill and intangible assets. The disclosures in this Item 2.06 update and supplement the impairment charges described in the Prior 8-K.
As of a result of the recent decline in the Company’s stock price and related market capitalization following the filing of the Prior 8-K, the Company determined that there existed a further indication of potential impairment across all of the Company’s intangible assets. Consequently, the Company accelerated the timing of annual impairment testing of goodwill and intangible assets that is customarily performed in connection with the preparation of year-end financial statements and is completing such testing in connection with the preparation of its financial statements for the quarter ended September 30, 2017. As a result of such impairment testing, the Company expects it will need to record a material non-cash impairment charge, which amount cannot be estimated at this time and is subject to finalization pending completion of the Company’s impairment testing and review thereof by the Company’s independent outside accountants. These impairment charges will affect all of the Company’s reporting units and will be reflected in the Company’s financial statements for the quarter ended September 30, 2017.
| Item 3.01 | Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing. |
On November 14, 2017, the Company received a notification letter from NASDAQ Listing Qualifications stating that because the Company has not yet filed its Form 10-Q for the quarter ended September 30, 2017 (the “Form 10-Q”), the Company is no longer in compliance with NASDAQ Listing Rule 5250(c)(1), which requires timely filing of periodic reports with the Securities and Exchange Commission.
Under the NASDAQ Listing Rules, the Company has 60 calendar days from the date of the notification letter (or until January 16, 2018) to submit a plan to NASDAQ setting forth how it plans to regain compliance with NASDAQ’s continued listing requirements. If the Company is unable to file its Form 10-Q by January 16, 2018, then the Company intends to submit a compliance plan on or prior to that date. The Company does not expect submission of a compliance plan will be necessary as it anticipates filing the Form 10-Q prior to January 16, 2018.
If submission of a compliance plan is necessary and NASDAQ accepts the Company’s plan, NASDAQ can grant an exception of up to 180 calendar days from the filing’s due date (or until May 8, 2018) to regain compliance. The Company may regain compliance at any time during this 180-day period upon filing with the SEC the Form 10-Q, as well as all subsequent required periodic financial reports that are due within that period. If NASDAQ does not accept the Company’s plan, the Company will have the opportunity to appeal that decision to a NASDAQ Hearings Panel. The NASDAQ notification letter has no immediate effect on the listing of the Company’s common stock on the NASDAQ Global Select Market. If the NASDAQ staff concludes that the Company will not be able to cure the deficiency, or if the Company determines not to submit the required materials or make the required representations, the Company’s common stock will be subject to delisting by NASDAQ.
| Item 8.01 | Other Events |
On November 16, 2017, the Company issued a press release relating to the event described in Item 3.01 above, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
| Item 9.01 | Financial Statements and Exhibits. |
| d. | Exhibits |
| 99.1 | Press Release dated November 16, 2017 |
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated November 16, 2017 | |
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.
| ICONIX BRAND GROUP, INC. (Registrant) | ||
| By: | /s/ David K. Jones | |
| Name: | David K. Jones | |
| Title: | Executive Vice President and Chief Financial Officer | |
Date: November 16, 2017
Exhibit 99.1
Iconix Brand Group Receives Letter from NASDAQ
New York, NY — November 16, 2017— Iconix Brand Group, Inc. (NASDAQ: ICON) (the “Company”), announced today that as a result of the previously disclosed delayed filing of its Form 10-Q for the period ended September 30, 2017 (the “3Q Form 10-Q”), it has received a customary deficiency notice from the NASDAQ Listing Qualifications Staff. The delayed filing is a result of additional time required for the Company 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 NASDAQ letter states that the Company is not currently in compliance with NASDAQ Listing Rule 5250(c)(1). The letter requests that the Company submit a plan to regain compliance with respect to the NASDAQ’s continued listing standards no later than January 16, 2018. If the Company fails to provide a timely plan or the NASDAQ staff determines the Company’s plan is insufficient to regain compliance, the Company may be subject to delisting from the NASDAQ Stock Market. However, the Company anticipates that it will file the 3Q Form 10-Q by January 16, 2018, and believes that submission of a plan will not be necessary.
Cautionary Statement
This press release includes “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act of 1934. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. We caution you that the forward-looking information presented in this press release is not a guarantee of future events, and that actual events and results may differ materially from those made in or suggested by the forward-looking information contained in this press release. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as “may,” “plan,” “will,” “expect,” “intend,” “estimate,” “anticipate,” “believe” or “continue” or the negative thereof or variations thereon or similar terminology. A number of important factors could cause actual events and results to differ materially from those contained in or implied by the forward-looking statements, including how promptly we are able to complete impairment testing of our goodwill and intangible assets, as well as those factors discussed in our Annual Report on Form 10-K for the year ended December 31, 2016, subsequent Quarterly Reports on Form 10-Q and subsequent Current Reports on Form 8-K filed with the SEC, which can be found at the SEC’s website www.sec.gov, each of which is specifically incorporated into this press release. Any forward-looking information presented herein is made only as of the date of this press release, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise.
# #
Contact Information:
Jaime Sheinheit
VP, Investor Relations
Iconix Brand Group, Inc.
jsheinheit@iconixbrand.com
212.819.2096