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): August 15, 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) |
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):
☐ 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 7.01 | Regulation FD Disclosure |
Attached to this Current Report on Form 8-K as Exhibit 99.1 is additional financial information related to Iconix Brand Group, Inc. (the Company) in the form of 2016 quarterly consolidated Income Statements adjusted to reflect the Entertainment Segment as a discontinued operation. This information is also being made available on the Companys website.
The information in this Item 7.01, including Exhibit 99.1, is furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liabilities under that section, and shall not be deemed to be incorporated by reference into the filings of the Company under the Securities Act of 1933, as amended, regardless of any general incorporation language in those filings.
Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits
Exhibit |
Description | |
99.1 | Iconix Brand Group, Inc. Consolidated Income Statements Adjusted to Reflect Entertainment Segment as a Discontinued Operation.* |
* | Furnished herewith. |
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. | ||||
By: | /s/ David K. Jones | |||
Name: | David K. Jones | |||
Title: | Executive Vice President and Chief Financial Officer |
Date: August 15, 2017
EXHIBIT INDEX
Exhibit |
Description | |
99.1 | Iconix Brand Group, Inc. Consolidated Income Statements Adjusted to Reflect Entertainment Segment as a Discontinued Operation.* |
* | Furnished herewith. |
Exhibit 99.1
(Unaudited, subject to change, for analytical purposes only)
Iconix Brand Group, Inc. and Subsidiaries
Consolidated Income Statements Adjusted to Reflect Entertainment Segment as a Discontinued Operation
Footnotes:
(a) | Special charges related to professional fees associated with the continuing correspondence with the Staff of the SEC, the SEC investigation, the previously disclosed class action and derivative litigations, and costs related to the transition of Iconix management |
(b) | Write-down of certain intangible assets |
(c) | Non-cash interest related to the Companys convertible notes, ASC 470 |
(d) | $10 million gain related to the sale of the Companys minority interest in Complex Media, and $7 million gain related to the recoupment and final settlement of unearned incentive compensation from the Companys former CEO. |
(e) | Gains related to the repurchase of a portion of the Companys 2018 convertible notes at a discount and a loss related to the early extinguishment of debt |
(f) | Non-cash foreign currency translation loss (gain) |
(g) | Portion of write-down related to minority interest |
(h) | Income taxes related to adjustments (a) through (f) |
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