Item 1. Financial Statements
Notes to Unaudited Condensed Consolidated Financial Statements
September 30, 2016
(dollars in thousands (unless otherwise noted) except per share data)
1. Basis of Presentation
The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management of Iconix Brand Group, Inc. (the “Company,” “we,” “us,” or “our”), all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months (“Current Quarter”) and the nine months (“Current Nine Months”) ended September 30, 2016 are not necessarily indicative of the results that may be expected for a full fiscal year.
The interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in our Annual Report on Form 10-K for the year ended December 31, 2015, as amended.
During the Current Nine Months, the Company adopted five new accounting pronouncements. Refer to Note 16 for further details.
Certain reclassifications, which were immaterial, have been made to conform prior year data to the current presentation.
Revised Financial Statements
During the Current Quarter, the Company noted that the redeemable non-controlling interest attributable to a put option held by one of the Company’s consolidated joint venture partners had not been properly eliminated during December 2015 at the time the Company purchased certain assets underlying such put option. A balance sheet reclassification adjustment of $21.3 million was recorded in the consolidated balance sheet as of December 31, 2015 to reduce redeemable non-controlling interest and increase non-controlling interest. This adjustment has also been reflected in the December 31, 2015 balances within the consolidated statement of stockholders’ equity.
Summary of Significant Accounting Policies
Non-controlling Interests / Redeemable Non-controlling Interests
Certain of the Company’s consolidated joint ventures have put options which, if exercised by the Company’s joint venture partner, would require the Company to purchase all or a portion of the joint venture partner’s equity interest in the joint venture. The Company has determined that these put options are not derivatives under the guidelines prescribed in Accounting Standards Codification (“ASC”) 815. As such, and in accordance with ASC 480-10-S99, as the potential exercise of the put options is outside the control of the Company, the Company has recorded the portion of the non-controlling interest’s equity that may be put to the Company in mezzanine equity in the Company’s consolidated balance sheets as “redeemable non-controlling interest”. The initial value of the redeemable non-controlling interest represents the fair value of the put option at inception. This amount recorded at inception is accreted, over a period determined by when the put option becomes exercisable, to what the Company would be obligated to pay to the non-controlling interest holder if the put option was exercised. This accretion is recorded as a credit to redeemable non-controlling interest and a debit to retained earnings resulting in an impact to the consolidated balance sheet only. For each reporting period, the Company revisits the estimates used to determine the redemption value of the put option when it becomes exercisable and may adjust the remaining put option value and associated accretion accordingly through redeemable non-controlling interest and retained earnings, as necessary. The terms of each of the outstanding put options are included in the individual discussions of each joint venture, as applicable. For the Company’s consolidated joint ventures that do not have put options, the non-controlling interest is recorded within equity on the Company’s consolidated balance sheet.
The Company may enter into joint venture agreements with joint venture partners in which the Company allows the joint venture partner to pay a portion of the purchase price in cash at the time of the formation of the joint venture with the remaining cash consideration paid over a specified period of time following the closing of such transaction. The Company records the amounts due from such joint venture partners as (a) a reduction of Non-controlling Interests, net of installment payments, or (b) if installment payments result from the issuance of shares classified as mezzanine equity, as a reduction in Redeemable Non-controlling Interests, net of installment payments (i.e. mezzanine equity), as applicable, in the Company’s consolidated balance sheet in accordance with ASC 505-10-45, “Classification of a Receivable from a Shareholder.” The Company accretes the present value discount on these installment payments through interest income on its consolidated statements of operations.
8
Refer to the Company’s 2015 Annual Report on Form 10-K filed with the SEC on March 30, 2016, as amended, for the Company’s other significant accounting policies.
SEC Comment Letter Process
As disclosed in our Form 10-K for the year ended December 31, 2015, the Company has been engaged in a comment letter process with the Staff of the U.S. Securities and Exchange Commission. On November 4, 2016, the Company received a letter from the Staff of the U.S. Securities and Exchange Commission – Division of Corporate Finance, formally communicating that the Staff has completed its ongoing review of the Company’s Forms 10-K for the years ended December 31, 2013 through 2015.
2. Goodwill and Trademarks and Other Intangibles, net
Goodwill
There were no changes in goodwill during the Current Nine Months. The annual evaluation of the Company’s goodwill, by segment, is performed as of October 1, the beginning of the Company’s fourth fiscal quarter. In connection with the preparation of the Company’s consolidated financial statements for the fourth quarter of fiscal year 2015, the Company recorded a non-cash goodwill impairment charge of $35.1 million in its men’s segment. No goodwill impairment was recognized for the other segments of the Company during the fourth quarter of fiscal 2015. There was no impairment of the Company’s goodwill during the Current Quarter, Current Nine Months or for the three months (the “Prior Year Quarter”) or nine months (the “Prior Year Nine Months”) ended September 30, 2015.
Trademarks and Other Intangibles, net
Trademarks and other intangibles, net, consist of the following:
|
|
|
|
September 30, 2016
|
|
|
December 31, 2015
|
|
|
|
Estimated
Lives in
Years
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
|
Gross
Carrying
Amount
|
|
|
Accumulated
Amortization
|
|
Indefinite-lived trademarks and copyrights
|
|
Indefinite
|
|
$
|
1,698,362
|
|
|
$
|
—
|
|
|
$
|
1,691,411
|
|
|
$
|
—
|
|
Definite-lived trademarks
|
|
10-15
|
|
|
9,843
|
|
|
|
8,823
|
|
|
|
14,626
|
|
|
|
12,082
|
|
Non-compete agreements
|
|
2-15
|
|
|
940
|
|
|
|
862
|
|
|
|
940
|
|
|
|
686
|
|
Licensing contracts
|
|
1-9
|
|
|
4,863
|
|
|
|
3,485
|
|
|
|
4,844
|
|
|
|
2,529
|
|
|
|
|
|
$
|
1,714,008
|
|
|
$
|
13,170
|
|
|
$
|
1,711,821
|
|
|
$
|
15,297
|
|
Trademarks and other intangibles, net
|
|
|
|
|
|
|
|
$
|
1,700,838
|
|
|
|
|
|
|
$
|
1,696,524
|
|
The trademarks of Candie’s, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific, Danskin, Rocawear, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko, Zoo York, Peanuts, Ed Hardy, Sharper Image, Umbro, Modern Amusement, Buffalo, Lee Cooper, Hydraulic, Nick Graham, Strawberry Shortcake and Pony have been determined to have an indefinite useful life. Each of these intangible assets are tested for impairment annually and as needed on an individual basis as separate single units of accounting, with any related impairment charge recorded to the statement of operations at the time of determining such impairment. The annual evaluation of the Company’s indefinite-lived trademarks is performed as of October 1, the beginning of the Company’s fourth fiscal quarter.
In connection with the preparation of the Company’s financial statements for the fourth quarter of fiscal year 2015 and in accordance with ASC 350, the Company recorded non-cash impairment charges for indefinite-lived intangible assets (consisting of trademarks) of $362 million and $40 million in the men’s segment and home segment, respectively. There was no impairment of the indefinite-lived trademarks during the Current Quarter, Current Nine Months, Prior Year Quarter or Prior Year Nine Months. Further, in accordance with ASC 360, there were no impairment charges to the Company’s definite-lived trademarks during the Current Nine Months or Prior Year Nine Months.
In June 2016, the Company sold the rights to the London Fog intellectual property in the South Korea territory. As a result of this transaction, the Company’s indefinite-lived trademarks decreased by $0.4 million. Refer to Note 4 for further details.
In February 2016, the Company sold its rights to the Badgley Mischka intellectual property and related assets. At the time of this transaction, the definite-lived trademarks for Badgley Mischka were fully amortized in the Company’s consolidated balance sheet. Refer to Note 4 for further details.
9
Other amortizable int
angibles primarily include non-compete agreements and contracts and are amortized on a straight-line basis over their estimated useful lives of 1 to 15 years. Certain trademarks are amortized using estimated useful lives of 10 to 15 years with no residual
values.
Amortization expense for intangible assets for the Current Quarter was less than $0.1 million as compared to amortization expense for intangible assets of $0.7 million for the Prior Year Quarter. Amortization expense for intangible assets for the Current Nine Months and Prior Year Nine Months was $1.3 million and $2.4 million, respectively.
3. Acquisitions, Joint Ventures and Investments
Acquisitions
The following recent acquisitions are wholly owned subsidiaries of the Company:
Entity Name
|
|
Date of Original
Formation / Investment
|
|
Iconix China Holdings Limited
(1)(2)
|
|
September 2008
|
|
Shortcake IP Holdings, LLC
|
|
March 2015
|
|
Scion, LLC
(2)
|
|
March 2009
|
|
(1)
|
Through our ownership of Iconix China Holdings Limited, we have equity interests in certain private companies. See the “Investments - Equity Method Investments” section below for further details of these investments. Additionally, as part of the Iconix China Holdings Limited acquisition, the Company acquired other assets which consist primarily of securities of a company publicly traded on the Hong Kong Stock Exchange.
These assets are being accounted for as available-for-sale securities. As such, any increase or decrease in fair value is recorded within accumulated other comprehensive income and is not included on the Company’s consolidated statement of operations. Refer to Note 5 for further details on these securities.
|
(2)
|
During the year ended December 31, 2015, the Company purchased the remaining 50% interest in the entity, effectively increasing the Company’s ownership interest to 100%.
|
Joint Ventures
As of September 30, 2016, the following joint ventures are consolidated with the Company:
Entity Name
|
|
Date of Original
Formation
/ Investment
|
|
Iconix's Ownership %
as of September 30, 2016
|
|
|
Joint Venture Partner
|
|
Put / Call Options, as applicable
(2)
|
|
Umbro China Limited
(4)
|
|
July 2016
|
|
|
95%
|
|
|
Hong Kong MH Umbro International Co. Ltd.
|
|
Call Options
|
|
US Pony Holdings, LLC
|
|
February 2015
|
|
|
75%
|
|
|
Anthony L&S Athletics, LLC
|
|
|
—
|
|
Iconix MENA Ltd.
(1)
|
|
December 2014
|
|
|
50%
|
|
|
Global Brands Group
|
|
Put / Call Options
|
|
LC Partners US, LLC
(1)
|
|
March 2014
|
|
|
50%
|
|
|
Rise Partners, LLC
|
|
Put Option
|
|
Iconix Israel, LLC
(1)(3)
|
|
November 2013
|
|
|
50%
|
|
|
MGS
|
|
Call Option
(3)
|
|
Iconix SE Asia, Ltd.
(1)
|
|
October 2013
|
|
|
50%
|
|
|
Global Brands Group
|
|
Put / Call Options
|
|
Iconix Canada joint
venture
(1)
|
|
June 2013
|
|
|
50%
|
|
|
Buffalo International
|
|
Call Options
|
|
Iconix Europe LLC
(1)
|
|
December 2009
|
|
|
51%
|
|
|
Global Brands Group
|
|
Put / Call Options
|
|
Hydraulic IP Holdings
LLC
(1)
|
|
December 2014
|
|
|
51%
|
|
|
Top On International
|
|
|
—
|
|
NGX, LLC
(1)
|
|
October 2014
|
|
|
51%
|
|
|
NGO, LLC
|
|
|
—
|
|
Diamond Icon
(1)
|
|
March 2013
|
|
|
51%
|
|
|
Albion Agencies Ltd.
|
|
|
|
|
Buffalo brand joint
venture
(1)
|
|
February 2013
|
|
|
51%
|
|
|
Buffalo International
|
|
|
—
|
|
Icon Modern Amusement,
LLC
(1)
|
|
December 2012
|
|
|
51%
|
|
|
Dirty Bird Productions
|
|
|
—
|
|
Peanuts Holdings, LLC
|
|
June 2010
|
|
|
80%
|
|
|
Beagle Scouts LLC
|
|
|
—
|
|
Hardy Way, LLC
|
|
May 2009
|
|
|
85%
|
|
|
Donald Edward Hardy
|
|
|
—
|
|
10
(1)
|
The Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company and its respective joint venture partner, the entity is a variable interest entity (VIE) and, as the Company has been determined to be the primary beneficiary, is subject to consolidation. The Company has consolidated this joint venture within its consolidated financial statements since inception. The liabilities of the VIE are not material and none of the VIE assets are encumbered by any obligation of the VIE or other entity.
|
(2)
|
Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended, for material terms of the put and call options associated with certain of the Company’s joint ventures.
Regarding Iconix Europe LLC (Iconix Europe), pursuant to the Iconix Europe Operating Agreement, each of Global Brands Group (“GBG”) and the Company holds specified put and call rights, respectively, relating to GBG’s ownership interest in the joint venture as described below.
Five-Year and Eight-Year Put/Call Options: At any time during the six month period commencing January 13, 2019, and again at any time during the six month period commencing January 13, 2022, GBG may deliver a put notice to the Company, and the Company may deliver a call notice to GBG, in each case, for the Company’s purchase of all equity in the joint venture held by GBG. In the event of the exercise of such put or call rights, the purchase price for GBG’s equity in Iconix Europe is an amount equal to (x) the Agreed Value (in the event of GBG’s put) or (y) 120% of Agreed Value (in the event of an Iconix call). The purchase price is payable in cash.
|
Agreed Value-Five-Year Put/Call: (i) (x) percentage of Iconix Europe owned by GBG, multiplied by (y) 5.5, multiplied by (z) the greater of aggregate royalty generated by Iconix Europe for the year ended December 31, 2013 and the year ended December 31, 2018; plus (ii) percentage of Iconix Europe owned by GBG multiplied by the aggregate amount of cash in Iconix Europe which is available for distribution to the members.
Agreed Value-Eight-Year Put/Call: (i) (x) percentage of Iconix Europe owned by GBG, multiplied by (y) 5.5, multiplied by (z) the greater of aggregate royalty generated by Iconix Europe for the year ended December 31, 2013 and the year ended December 31, 2021; plus (ii) percentage of Iconix Europe owned by GBG multiplied by the aggregate amount of cash in Iconix Europe which is available for distribution to the members.
Regarding Umbro China Limited (Umbro China), pursuant to the Umbro China Shareholder Agreement, each of Hong Kong MH Umbro International Co. Limited (MHMC) and the Company holds specified call rights to purchase its partners’ interest in the joint venture as described below.
If at any time after June 2036, both Iconix and MHMC hold shares in Umbro China, either shareholder (Initiating Shareholder) may provide written notice (Call Option Notice) to the other shareholder of its election to purchase all shares held by such shareholder at the date of the Call Option Notice and at a price per share as stated in the Call Option Notice.
Within ten (10) business days after receipt of a Call Option Notice, the other shareholder may provide written notice (Purchase Option Notice) to the Initiating Shareholder of its election to purchase all shares held by the Initiating Shareholder at the price per share set forth in the Call Option Notice, at which point the Call Option Notice shall become null and ineffective as if it was not issued or served.
(3)
|
The call option associated with Iconix Israel expired on May 14, 2016.
|
(4)
|
In July 2016, the Company consummated an agreement with MHMC to sell up to an aggregate 50% interest in a newly registered company in Hong Kong which holds the Umbro intellectual property in respect of the Greater China territory for total cash consideration of $25.0 million. The acquisition of such equity is expected to occur over a four-year period. As stipulated in the agreement, on each anniversary subsequent to the close of the transaction, MHMC will pay a portion of the total cash consideration to the Company in return for a percentage of the total potential 50% equity interest. In July 2016, the Company received $2.5 million in cash from MHMC for a 5% interest in Umbro China. In accordance with ASC 810, the Company has recorded noncontrolling interest of $1.8 million for the sale of 5% interest in Umbro China to MHMC and the corresponding gain associated with the sale of this interest is recorded in additional paid in capital on the Company’s consolidated balance sheet as of September 30, 2016. Pursuant to the Shareholder Agreement entered into in connection with the formation of Umbro China, each of MHMC and the Company holds specified call rights to purchase its partners’ ownership interest in the joint venture as outlined above.
|
As part of the formation of certain joint ventures, the Company entered into arrangements whereby the joint venture partner paid for its investment in the joint venture entity through payment of a portion of the purchase price in cash at closing and the remainder due over a pre-determined period of time.
11
As of September 30, 2016, the following amounts due from such joint venture partners remain recorded on the Company’s consolidated balance sheet:
Entity
|
|
Joint Venture Partner
|
|
Amount
|
|
|
Recorded in
(1)
|
Iconix MENA Ltd.
|
|
Global Brands Group
|
|
$
|
6,216
|
|
|
Redeemable Non-controlling interest
|
LC Partners US, LLC
|
|
Rise Partners
|
|
$
|
2,000
|
|
|
Redeemable Non-controlling interest
|
Iconix Israel, LLC
|
|
MGS
|
|
$
|
195
|
|
|
Non-controlling interest
|
Iconix SE Asia, Ltd.
|
|
Global Brands Group
|
|
$
|
3,915
|
|
|
Redeemable Non-controlling interest
|
Iconix Canada joint venture
|
|
Buffalo International
|
|
$
|
5,778
|
|
|
Non-controlling interest
|
Iconix India joint venture
|
|
Reliance Brands Ltd.
|
|
$
|
971
|
|
|
Other Assets - Current
|
Buffalo brand joint venture
|
|
Buffalo International
|
|
$
|
5,412
|
|
|
Other Assets - Current
|
(1)
|
In accordance with ASC 480-10-S99 for consolidated joint ventures, installment payments are netted against redeemable non-controlling interest for specified joint ventures, as the joint venture agreement has put options which are exercisable by the joint venture partner at a future date. The Company recorded the put option at fair value at the date of inception within Redeemable Non-controlling Interest on the Company’s consolidated balance sheet. The amount recorded at inception is accreted, over the period when the put option becomes exercisable, to what the Company would be obligated to pay to the non-controlling interest holder if the put option was exercised. In the absence of put options, the installment payments are recorded against non-controlling interest of the respective joint venture partner. In respect of the Iconix India joint venture, the installment payment is recorded within Other Assets – Current given the Company records its investment in Iconix India as an equity method investment as noted below. In respect of the Buffalo Brand joint venture, the note receivable due from Buffalo International is included in Other Assets – Current as the receivable has no relation to its ownership interest in the joint venture.
|
Investments
Equity Method Investments
Entity Name
|
|
Date of Original
Formation / Investment
|
|
JV Partner
|
|
Put / Call Options, as applicable
(3
)
|
|
Iconix Australia, LLC
(1)
|
|
September 2013
|
|
Pac Brands USA, Inc.
|
|
Put / Call Options
|
|
Iconix India joint venture
(1)
|
|
June 2012
|
|
Reliance Brands Ltd.
|
|
|
—
|
|
MG Icon
(1)
|
|
March 2010
|
|
Purim LLC
|
|
|
—
|
|
Galore Media, Inc.
(1)(2)
|
|
April 2016
|
|
Various minority interest holders
|
|
|
—
|
|
(1)
|
The Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company and its respective joint venture partner, that the joint venture is not a VIE and not subject to consolidation. The Company has recorded its investment under the equity method of accounting since inception.
|
(2)
|
In April 2016, the Company entered into agreements with Galore Media, Inc. (Galore), a marketing company formed in FY 2015 and still in a development stage. Under the agreements, the Company purchased 50,050 shares of Series A Preferred Stock of Galore for $0.5 million and entered into arrangements pursuant to which the Company agreed to purchase up to an aggregate $0.5 million of marketing services from Galore in FY 2016. In connection with the marketing services arrangement, the Company received warrants that, as the Company purchases specified levels of marketing services, may be exercised for additional shares of Galore’s Series A Preferred Stock at a nominal exercise price. The Series A Preferred Stock carries voting rights, and the holders of the Series A Preferred Stock have the collective right to appoint one of five members of the Board of Directors as long as there are at least 48,000 Series A Preferred Shares outstanding. Given these arrangements, the Company has an investment of approximately 11% of the equity of Galore.
|
(3)
|
Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as amended, for material terms of the put and call options associated with the Company’s joint venture.
|
12
Additionally, through our owne
rship of Iconix China Holdings Limited, we have equity interests in the following private companies which are accounted for as equity method investments:
Brands Placed
|
|
Partner
|
|
Ownership by
Iconix China
|
|
|
Value of Investment
As of September 30,
2016
|
|
Candie’s
|
|
Candies Shanghai Fashion Co. Ltd.
|
|
|
20%
|
|
|
$
|
10,641
|
|
Marc Ecko
|
|
Shanghai MuXiang Apparel & Accessory Co. Limited
|
|
|
15%
|
|
|
|
2,284
|
|
Royal Velvet
|
|
Bai Shi Kou International (Qingdao) Home Products Co. Ltd.
|
|
|
20%
|
|
|
|
383
|
|
Material Girl
|
|
Ningo Material Girl Fashion Co. Ltd.
|
|
|
20%
|
|
|
|
3,193
|
|
Ecko Unltd
|
|
Ai Xi Enterprise (Shanghai) Co. Limited
|
|
|
20%
|
|
|
|
10,918
|
|
|
|
|
|
|
|
|
|
$
|
27,419
|
|
Cost Method Investments
Entity Name
|
|
Date of Original
Formation / Investment
|
Marcy Media Holdings, LLC
(1)
|
|
July 2013
|
Complex Media
(1)(2)
|
|
September 2013
|
iBrands International, LLC
(1)
|
|
April 2014
|
(1)
|
As the Company does not have significant influence over the entity, its investment has been recorded under the cost method of accounting.
|
(2)
|
In July 2016, the Company received $35.3 million in connection with the sale of its interest in Complex Media. An additional $3.7 million is being held in escrow to satisfy specified indemnification claims, with a portion of such escrow expected to be released twelve months following the closing of the transaction and the remainder expected to be released eighteen months following the closing of the transaction, subject to any such claims, at which time, the Company will record the gain within its consolidated statement of operations. For the Current Quarter, the Company recognized a gain of $10.2 million as a result of this transaction which has been recorded in Other Income on the Company’s consolidated statement of operations.
|
4. Gains on Sale of Trademarks, Net
The following table details transactions comprising gains on sale of trademarks, net in the condensed consolidated income statements:
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Interest in BBC and Ice Cream brands
(1)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(593
|
)
|
|
$
|
—
|
|
Badgley Mischka intellectual property and related assets
(2)
|
|
|
—
|
|
|
|
—
|
|
|
|
11,812
|
|
|
|
—
|
|
Interest in Ed Hardy China trademarks (through ownership
interest in TangLi International Ltd.)
(3)
|
|
|
—
|
|
|
|
—
|
|
|
|
(1,950
|
)
|
|
|
—
|
|
London Fog Korea trademark
(4)
|
|
|
—
|
|
|
|
—
|
|
|
|
575
|
|
|
|
—
|
|
Interest in Badgley Mischka China trademark
(5)
|
|
|
147
|
|
|
|
—
|
|
|
|
147
|
|
|
|
—
|
|
Net gains on sale of trademarks
|
|
$
|
147
|
|
|
$
|
—
|
|
|
$
|
9,991
|
|
|
$
|
—
|
|
(1)
|
In January 2016, the Company sold its interest in the BBC and Ice Cream brands for $3.5 million in cash. The Company recognized a loss of $0.6 million as a result of this transaction.
|
(2)
|
In February 2016, the Company sold its rights to the Badgley Mischka intellectual property and related assets to Titan Industries, Inc. in partnership with the founders, Mark Badgley and James Mischka, and the apparel licensee MJCLK LLC for $13.8 million in cash. The Company recognized a gain of $11.6 million as a result of this transaction. The $11.6 million gain represented the sale of the Badgley Mischka intellectual property and related assets within the United States, Greater China, Israel and Latin American territories. The Badgley Mischka intellectual property and related assets within other foreign territories is owned by certain of the Company’s joint venture entities and required the Company to negotiate and finalize the sale of the intellectual property with its respective joint venture partners. As a result, in June 2016, the Company recognized an additional gain of approximately $0.3 million associated with the sale of the Badgley Mischka intellectual property and related assets which was previously owned by the Iconix Australia joint venture resulting in an aggregate gain on sale of the brand of $11.8 million.
|
13
(3)
|
In April 20
16, the Company sold its interest in TangLi International, Ltd. (Ed Hardy China) for $11.4 million in cash. The Company recognized a loss of $1.9 million as a result of this transaction.
|
(4)
|
In June 2016, the Company sold its rights to the London Fog intellectual property in the South Korea territory to NS International Limited for 1.1 billion Korean Won (approximately $1.0 million) in cash. The Company recognized a gain of approximately $0.6 million as a result of this transaction.
|
(5)
|
In September 2016, the Company sold its interest in certain Badgley Mischka trademarks for shoes and handbags in respect of the Greater China territory for $1.2 million in cash. The Company recognized a gain of $0.1 million as a result of this transaction.
|
There were no gains on sale of trademarks in the Prior Year Quarter or Prior Year Nine Months.
5. Fair Value Measurements
ASC 820 “Fair Value Measurements” (“ASC 820”), establishes a framework for measuring fair value and requires expanded disclosures about fair value measurement. While ASC 820 does not require any new fair value measurements in its application to other accounting pronouncements, it does emphasize that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 established the following fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs):
Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets
Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs
Level 3: Unobservable inputs for which there is little or no market data and which requires the owner of the assets or liabilities to develop its own assumptions about how market participants would price these assets or liabilities
The valuation techniques that may be used to measure fair value are as follows:
(A) Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities
(B) Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method
(C) Cost approach - Based on the amount that would currently be required to replace the service capacity of an asset (replacement cost)
To determine the fair value of certain financial instruments, the Company relies on Level 2 inputs generated by market transactions of similar instruments where available, and Level 3 inputs using an income approach when Level 1 and Level 2 inputs are not available. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial assets and financial liabilities and their placement within the fair value hierarchy.
Hedge Instruments
From time to time, the Company may purchase hedge instruments to mitigate income statement risk and cash flow risk of revenue and receivables. As of September 30, 2016, the Company had no hedge instruments other than the 1.50% Convertible Note Hedges (see Note 6).
14
Financial Instruments
As of September 30, 2016 and December 31, 2015, the fair values of cash, receivables and accounts payable approximated their carrying values due to the short-term nature of these instruments. The fair value of notes receivable and notes payable from and to our joint venture partners approximate their carrying values. The fair value of our cost method investments is not readily determinable and it is not practical to obtain the information needed to determine the value. However, there has been no indication of an impairment of these cost method investments as of September 30, 2016 or December 31, 2015. The estimated fair values of other financial instruments subject to fair value disclosures, determined based on Level One inputs including broker quotes or quoted market prices or rates for the same or similar instruments and the related carrying amounts are as follows:
|
|
September 30, 2016
|
|
|
December 31, 2015
|
|
|
|
Carrying
Amount
|
|
|
Fair Value
|
|
|
Carrying
Amount
|
|
|
Fair Value
|
|
Long-term debt, including current portion
(1)
|
|
$
|
1,290,064
|
|
|
$
|
1,233,012
|
|
|
$
|
1,449,392
|
|
|
$
|
1,240,244
|
|
(1)
|
Carrying amounts include aggregate unamortized debt discount and debt issuance costs.
|
Additionally, the fair value of the available-for-sale securities acquired as part of the 2015 purchase of our joint venture partners’ interest in Iconix China (refer to Note 3 for further details) were $1.8 million and $3.9 million as of September 30, 2016 and December 31, 2015, respectively, with the change in fair value of $2.2 million recorded in accumulated other comprehensive income on the Company’s condensed consolidated balance sheet during the Current Nine Months.
Financial instruments expose the Company to counterparty credit risk for nonperformance and to market risk for changes in interest. The Company manages exposure to counterparty credit risk through specific minimum credit standards, diversification of counterparties and procedures to monitor the amount of credit exposure. The Company’s financial instrument counterparties are investment or commercial banks with significant experience with such instruments as well as certain of our joint venture partners – see Note 3.
Non-Financial Assets and Liabilities
The Company accounts for non-recurring adjustments to the fair values of its non-financial assets and liabilities under ASC 820 using a market participant approach. The Company uses a discounted cash flow model with Level 3 inputs to measure the fair value of its non-financial assets and liabilities. The Company also adopted the provisions of ASC 820 as it relates to purchase accounting for its acquisitions. The Company has goodwill, which is tested for impairment at least annually, as required by ASC 350- “Intangibles- Goodwill and Other” (“ASC 350”). Further, in accordance with ASC 350, the Company’s indefinite-lived trademarks are tested for impairment at least annually, on an individual basis as separate single units of accounting. Similarly, consistent with ASC 360- “Property, Plant and Equipment” (“ASC 360”), as it relates to accounting for the impairment or disposal of long-lived assets, the Company assesses whether or not there is impairment of the Company’s definite-lived trademarks. There was no impairment, and therefore no write-down, of any of the Company’s long-lived assets during the Current Nine Months and Prior Year Nine Months.
15
6. Debt Arrangements
The Company’s debt obligations consist of the following:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
Senior Secured Notes
|
|
$
|
667,065
|
|
|
$
|
712,907
|
|
1.50% Convertible Notes
(1)
|
|
|
274,036
|
|
|
|
357,453
|
|
2.50% Convertible Notes
(2)
|
|
|
—
|
|
|
|
294,048
|
|
Variable Funding Note
|
|
|
100,000
|
|
|
|
100,000
|
|
Senior Secured Term Loan, net of original issue discount
|
|
|
271,159
|
|
|
|
—
|
|
Unamortized debt issuance costs
(3)
|
|
|
(22,196
|
)
|
|
|
(15,016
|
)
|
Total debt
|
|
|
1,290,064
|
|
|
|
1,449,392
|
|
Less current maturities
|
|
|
76,123
|
|
|
|
61,123
|
|
Total long-term debt
|
|
$
|
1,213,941
|
|
|
$
|
1,388,269
|
|
(1)
|
During the Current Nine Months, the Company repurchased a total of $104.9 million par value (of which $51.7 million and $53.2 million were purchased in June 2016 and July 2016, respectively) of the 1.50% Convertible Notes. See below for further details.
|
(2)
|
In April 2016, the Company repurchased $143.9 million par value of the 2.50% Convertible Notes. Upon maturity of the notes on June 1, 2016, the Company repaid the remaining outstanding balance of $156.1 million in cash. See below for further details.
|
(3)
|
During the first quarter of the year ending December 31, 2016, the Company retrospectively adopted ASU 2015-03, “Simplifying the Presentation of Debt Issuance Costs”. Refer to Note 16 for further details.
|
Senior Secured Notes and Variable Funding Note
On November 29, 2012, Icon Brand Holdings, Icon DE Intermediate Holdings LLC, Icon DE Holdings LLC and Icon NY Holdings LLC, each a limited-purpose, bankruptcy remote, wholly-owned direct or indirect subsidiary of the Company, (collectively, the “Co-Issuers”) issued $600.0 million aggregate principal amount of Series 2012-1 4.229% Senior Secured Notes, Class A-2 (the “2012 Senior Secured Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended.
Simultaneously with the issuance of the 2012 Senior Secured Notes, the Co-Issuers also entered into a revolving financing facility of Series 2012-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”), which allows for the funding of up to $100 million of Variable Funding Notes and certain other credit instruments, including letters of credit. The Variable Funding Notes were issued under the Indenture and allow for drawings on a revolving basis. Interest on the Variable Funding Notes will be payable at per annum rates equal to the CP Rate, Base Rate or Eurodollar Rate, as defined in the Variable Funding Note Purchase Agreement.
In February 2015, the Company received $100.0 million proceeds from the Variable Funding Notes. There is a commitment fee on the unused portion of the Variable Funding Notes facility of 0.5% per annum. It is anticipated that any outstanding principal of and interest on the Variable Funding Notes will be repaid in full on or prior to January 2018. Following the anticipated repayment date, additional interest will accrue on the Variable Funding Notes equal to 5% per annum. The Variable Funding Notes and other credit instruments issued under the Variable Funding Note Purchase Agreement are secured by the collateral described below.
On June 21, 2013, the Co-Issuers issued $275.0 million aggregate principal amount of Series 2013-1 4.352% Senior Secured Notes, Class A-2 (the “2013 Senior Secured Notes” and, together with the 2012 Senior Secured Notes, the “Senior Secured Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended.
The Senior Secured Notes and the Variable Funding Notes are referred to collectively as the “Notes.” The Notes were issued in securitization transactions pursuant to which substantially all of Iconix’s United States and Canadian revenue-generating assets (the “Securitized Assets”), consisting principally of its intellectual property and license agreements for the use of its intellectual property, were transferred to and are currently held by the Co-Issuers. The Securitized Assets do not include revenue generating assets of (x) the Iconix subsidiaries that own the Ecko Unltd trademarks, the Mark Ecko trademarks, the Umbro trademarks, the Lee Cooper trademarks, or the Strawberry Shortcake trademarks, (y) the Iconix subsidiaries that own assets relating to Iconix’s other brands outside of the United States and Canada or (z) the joint ventures in which Iconix and certain of its subsidiaries have investments and which own the Artful Dodger trademarks, the Modern Amusement trademarks, the Buffalo trademarks, the Pony trademarks, the Nicholas Graham trademarks or the Hydraulic trademarks.
16
While the Notes are outstanding, payments of interest are required to be made on the Senior Secured Notes on a quarterly basis. To the extent funds are available, prin
cipal payments in the amount of $10.5 million and $4.8 million are required to be made on the 2012 Senior Secured Notes and 2013 Senior Secured Notes, respectively, on a quarterly basis.
The legal final maturity date of the Senior Secured Notes is in January of 2043, but it is anticipated that, unless earlier prepaid to the extent permitted under the Indenture, the Senior Secured Notes will be repaid in January of 2020.
Pursuant to the Indenture, the Notes are the joint and several obligations of the Co-Issuers only.
Neither the Company nor any subsidiary of the Company, other than the Securitization Entities, will guarantee or in any way be liable for the obligations of the Co-Issuers under the Indenture or the Notes.
The Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Co-Issuers maintain specified reserve accounts to be used to make required payments in respect of the Notes, (ii) provisions relating to optional and mandatory prepayments, including mandatory prepayments in the event of a change of control (as defined in the supplemental indentures) and the related payment of specified amounts, including specified make-whole payments in the case of the Senior Secured Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the transfers of the assets pledged as collateral for the Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. The Company has been compliant with all covenants under the Notes from inception through the Current Quarter.
The Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to (i) the failure to maintain a stated debt service coverage ratio, which tests the amount of net cash flow generated by the assets of the Co-Issuers against the amount of debt service obligations of the Co-Issuers (including any commitment fees and letter of credit fees with respect to the Variable Funding Notes, due and payable accrued interest, and due and payable scheduled principal payments on the Senior Secured Notes), (ii) certain manager termination events, (iii) the occurrence of an event of default and (iv) the failure to repay or refinance the Notes on the anticipated repayment date. If a rapid amortization event were to occur, Icon DE Intermediate Holdings LLC and Icon Brand Holdings LLC would be restricted from declaring or paying distributions on any of its limited liability company interests.
As of September 30, 2016 and December 31, 2015, the total principal balance of the Notes was $767.1 million and $812.9 million, respectively, of which $61.1 million was included in the current portion of long-term debt for each period. As of September 30, 2016 and December 31, 2015, $54.1 million and $48.7 million, respectively, is included in restricted cash on the unaudited condensed consolidated balance sheet and represents short-term restricted cash consisting of collections on behalf of the Securitized Assets, restricted to the payment of principal, interest and other fees on a quarterly basis under the Senior Secured Notes.
For each of the Current Quarter and Prior Year Quarter, cash interest expense relating to the Notes was approximately $8.3 million and $8.9 million, respectively.
For each of the Current Nine Months and Prior Year Nine Months, cash interest expense relating to the Notes was approximately $25.4 million and $26.0 million, respectively.
1.50% Convertible Notes
On March 18, 2013, the Company completed the issuance of $400.0 million principal amount of the Company’s 1.50% convertible senior subordinated notes due March 15, 2018 (“1.50% Convertible Notes”) in a private offering to certain institutional investors. The net proceeds received by the Company from the offering, excluding the net cost of hedges and sale of warrants (described below) and including transaction fees, were approximately $390.6 million.
17
The 1.50% Convertible Note
s bear interest at an annual rate of 1.50%, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2013. However, the Company recognizes an effective interest rate of 6.50% on the carrying amount of the 1.50%
Convertible Notes. The effective rate is based on the rate for a similar instrument that does not have a conversion feature. The 1.50% Convertible Notes will be convertible into cash and, if applicable, shares of the Company’s common stock based on a conv
ersion rate of 32.4052 shares of the Company’s common stock, subject to customary adjustments, per $1,000 principal amount of the 1.50% Convertible Notes (which is equal to an initial conversion price of approximately $30.86 per share) only under the follo
wing circumstances: (1) during any fiscal quarter beginning after December 15, 2017 (and only during such fiscal quarter), if the closing price of the Company’s common stock for at least 20 trading days in the 30 consecutive trading days ending on and incl
uding the last trading day of the immediately preceding fiscal quarter is more than 130% of the conversion price per share, which is $1,000 divided by the then applicable conversion rate; (2) during the five consecutive business day period immediately foll
owing any five consecutive trading day period in which the trading price per $1,000 principal amount of the 1.50% Convertible Notes for each day of that period was less than 98% of the product of (a) the closing price of the Company’s common stock for each
day in that period and (b) the conversion rate per $1,000 principal amount of the 1.50% Convertible Notes; (3) if specified distributions to holders of the Company’s common stock are made, as set forth in the indenture governing the 1.50% Convertible Note
s (“1.50% Indenture”); (4) if a “change of control” or other “fundamental change,” each as defined in the 1.50% Indenture, occurs; and (5) during the 90 day period prior to maturity of the 1.50% Convertible Notes. If the holders of the 1.50% Convertible No
tes exercise the conversion provisions under the circumstances set forth, the Company will need to remit the lower of the principal balance of the 1.50% Convertible Notes or their conversion value to the holders in cash. As such, the Company would be requi
red to classify the entire amount outstanding of the 1.50% Convertible Notes as a current liability in the following quarter. The evaluation of the classification of amounts outstanding associated with the 1.50% Convertible Notes will occur every quarter.
Upon conversion, a holder will receive an amount in cash equal to the lesser of (a) the principal amount of the 1.50% Convertible Note or (b) the conversion value, determined in the manner set forth in the 1.50% Indenture. If the conversion value exceeds the principal amount of the 1.50% Convertible Notes on the conversion date, the Company will also deliver, at its election, cash or the Company’s common stock or a combination of cash and the Company’s common stock for the conversion value in excess of the principal amount. In the event of a change of control or other fundamental change, the holders of the 1.50% Convertible Notes may require the Company to purchase all or a portion of their 1.50% Convertible Notes at a purchase price equal to 100% of the principal amount of the 1.50% Convertible Notes, plus accrued and unpaid interest, if any. Holders of the 1.50% Convertible Notes who convert their 1.50% Convertible Notes in connection with a fundamental change may be entitled to a make-whole premium in the form of an increase in the conversion rate.
Pursuant to guidance issued under ASC 815- “Derivatives and Hedging” (“ASC 815”), the 1.50% Convertible Notes are accounted for as convertible debt in the accompanying consolidated balance sheet and the embedded conversion option in the 1.50% Convertible Notes has not been accounted for as a separate derivative. For a discussion of the effects of the 1.50% Convertible Notes and the 1.50% Convertible Notes Hedges and Sold Warrants defined and discussed below on earnings per share, see Note 6.
As of September 30, 2016 and December 31, 2015, the amount of the 1.50% Convertible Notes accounted for as a liability was approximately $274.0 million and $357.5 million, respectively, and is reflected on the condensed consolidated balance sheets as follows:
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
Equity component carrying amount
|
|
$
|
48,767
|
|
|
$
|
49,931
|
|
Unamortized discount
|
|
|
21,014
|
|
|
|
42,547
|
|
Net debt carrying amount
|
|
|
274,036
|
|
|
|
357,453
|
|
During the Current Nine Months, the Company repurchased $104.9 million par value (of which $51.7 million and $53.2 million were purchased in June 2016 and July 2016, respectively) of the 1.50% Convertible Notes with a combination of $36.7 million in cash (including interest and trading fees) and the issuance of approximately 7.4 million shares of the Company’s common stock. The Company accounted for this transaction in accordance with ASC 470-20 resulting in the recognition of a $4.2 million gain and a $9.6 million gain which is included in gain on extinguishment of debt, net in the Company’s condensed consolidated statement of operations for the Current Quarter and Current Nine Months, respectively, and a reacquisition of approximately $1.2 million of the embedded conversion option recorded within additional paid in capital on the Company’s condensed consolidated balance sheet as of September 30, 2016.
For the Current Quarter and Prior Year Quarter, the Company recorded additional non-cash interest expense of approximately $3.4 million and $4.6 million, respectively, representing the difference between the stated interest rate on the 1.50% Convertible Notes and the rate for a similar instrument that does not have a conversion feature.
18
For the Current Nine Month
s and Prior Year Nine Months, the Company recorded additional non-cash interest expense of approximately $11.4 million and $12.4 million, respectively, representing the difference between the stated interest rate on the 1.50% Convertible Notes and the rate
for a similar instrument that does not have a conversion feature.
For the Current Quarter and Prior Year Quarter, cash interest expense relating to the 1.50% Convertible Notes was approximately $1.1 million and $1.5 million, respectively.
For the Current Nine Months and Prior Year Nine Months, cash interest expense relating to the 1.50% Convertible Notes was approximately $4.1 million and $4.5 million, respectively.
The 1.50% Convertible Notes do not provide for any financial covenants.
In connection with the sale of the 1.50% Convertible Notes, the Company entered into hedges for the 1.50% Convertible Notes (“1.50% Convertible Note Hedges”) with respect to its common stock with one entity (the “1.50% Counterparty”). Pursuant to the agreements governing these 1.50% Convertible Note Hedges, the Company purchased call options (the “1.50% Purchased Call Options”) from the 1.50% Counterparty covering up to approximately 13.0 million shares of the Company’s common stock. These 1.50% Convertible Note Hedges are designed to offset the Company’s exposure to potential dilution upon conversion of the 1.50% Convertible Notes in the event that the market value per share of the Company’s common stock at the time of exercise is greater than the strike price of the 1.50% Purchased Call Options (which strike price corresponds to the initial conversion price of the 1.50% Convertible Notes and is simultaneously subject to certain customary adjustments). On March 13, 2013, the Company paid an aggregate amount of approximately $84.1 million of the proceeds from the sale of the 1.50% Convertible Notes for the 1.50% Purchased Call Options, of which $29.4 million was included in the balance of deferred income tax assets at March 13, 2013 and is being recognized over the term of the 1.50% Convertible Notes. As of September 30, 2016 and December 31, 2015, the balance of deferred income tax assets related to this transaction was approximately $7.0 million and $13.0 million, respectively.
The Company also entered into separate warrant transactions with the 1.50% Counterparty whereby the Company, pursuant to the agreements governing these warrant transactions, sold to the 1.50% Counterparty warrants (the “1.50% Sold Warrants”) to acquire up to approximately 13.0 million shares of the Company’s common stock at a strike price of $35.5173 per share. The 1.50% Sold Warrants will become exercisable on June 18, 2018 and will expire by September 1, 2018. The Company received aggregate proceeds of approximately $57.7 million from the sale of the 1.50% Sold Warrants on March 13, 2013.
Pursuant to guidance issued under ASC 815 as it relates to accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, the 1.50% Convertible Note Hedge and the proceeds received from the issuance of the 1.50% Sold Warrants were recorded as a charge and an increase, respectively, in additional paid-in capital in stockholders’ equity as separate equity transactions. As a result of these transactions, the Company recorded a net increase to additional paid-in-capital of $3.0 million in March 2013.
The Company has evaluated the impact of adopting guidance issued under ASC 815 regarding embedded features as it relates to the 1.50% Sold Warrants, and has determined it had no impact on the Company’s results of operations and financial position through September 30, 2016, and will have no impact on the Company’s results of operations and financial position in future fiscal periods.
As the 1.50% Convertible Note Hedge transactions and the warrant transactions were separate transactions entered into by the Company with the 1.50% Counterparty, they are not part of the terms of the 1.50% Convertible Notes and will not affect the holders’ rights under the 1.50% Convertible Notes. In addition, holders of the 1.50% Convertible Notes will not have any rights with respect to the 1.50% Purchased Call Options or the 1.50% Sold Warrants.
If the market value per share of the Company’s common stock at the time of conversion of the 1.50% Convertible Notes is above the strike price of the 1.50% Purchased Call Options, the 1.50% Purchased Call Options entitle the Company to receive from the 1.50% Counterparties net shares of the Company’s common stock, cash or a combination of shares of the Company’s common stock and cash, depending on the consideration paid on the underlying 1.50% Convertible Notes, based on the excess of the then current market price of the Company’s common stock over the strike price of the 1.50% Purchased Call Options. Additionally, if the market price of the Company’s common stock at the time of exercise of the 1.50% Sold Warrants exceeds the strike price of the 1.50% Sold Warrants, the Company will owe the 1.50% Counterparty net shares of the Company’s common stock or cash, not offset by the 1.50% Purchased Call Options, in an amount based on the excess of the then current market price of the Company’s common stock over the strike price of the 1.50% Sold Warrants.
These transactions will generally have the effect of increasing the conversion price of the 1.50% Convertible Notes to $35.5173 per share of the Company’s common stock, representing a 52.5% percent premium based on the last reported sale price of the Company’s common stock of $23.29 per share on March 12, 2013.
19
Moreover, in
connection with the warrant transactions with the 1.50% Counterparty, to the extent that the price of the Company’s common stock exceeds the strike price of the 1.50% Sold Warrants, the warrant transactions could have a dilutive effect on the Company’s ea
rnings per share.
2.50% Convertible Notes
On May 23, 2011, the Company completed the issuance of $300.0 million principal amount of the Company’s 2.50% convertible senior subordinated notes due June 2016 (“2.50% Convertible Notes”) in a private offering to certain institutional investors. The net proceeds received by the Company from the offering, excluding the net cost of hedges and sale of warrants (described below) and including transaction fees, were approximately $291.6 million.
Pursuant to guidance issued under ASC 815, the 2.50% Convertible Notes are accounted for as convertible debt in the accompanying consolidated balance sheet and the embedded conversion option in the 2.50% Convertible Notes has not been accounted for as a separate derivative. For a discussion of the effects of the 2.50% Convertible Notes and the 2.50% Convertible Notes Hedges and Sold Warrants defined and discussed below on earnings per share, see Note 8.
In April 2016, the Company repurchased $143.9 million par value of the 2.50% Convertible Notes for $145.6 million in cash (including interest and trading fees). The Company accounted for this transaction in accordance with ASC 470-20, resulting in the recognition of a $1.2 million loss which is included in gain on extinguishment of debt, net in the Company’s condensed consolidated statement of operations for the Current Nine Months. The remaining outstanding balance of the 2.50% Convertible Notes, in an amount equal to $156.1 million, was repaid on June 1, 2016 (the maturity date).
Given the maturity of the 2.50% Convertible Notes on June 1, 2016, there was no non-cash interest expense recorded during the Current Quarter as compared to approximately $3.3 million of additional non-cash interest expense recorded during the Prior Year Quarter, representing the difference between the stated interest rate on the 2.50% Convertible Notes and the rate for a similar instrument that does not have a conversion feature.
For the Current Nine Months and Prior Year Nine Months, the Company recorded additional non-cash interest expense of approximately $4.5 million and $9.4 million, respectively, representing the difference between the stated interest rate on the 2.50% Convertible Notes and the rate for a similar instrument that does not have a conversion feature.
Given the maturity of the 2.50% Convertible Notes on June 1, 2016, there was no cash interest expense recorded during the Current Quarter as compared to $1.9 million of cash interest expense recorded during the Prior Year Quarter.
For the Current Nine Months and Prior Year Nine Months, cash interest expense relating to the 2.50% Convertible Notes was approximately $3.0 million and $5.6 million, respectively.
In connection with the sale of the 2.50% Convertible Notes, the Company entered into hedges for the 2.50% Convertible Notes (“2.50% Convertible Note Hedges”) with respect to its common stock with two entities (the “2.50% Counterparties”). Pursuant to the agreements governing these 2.50% Convertible Note Hedges, the Company purchased call options (the “2.50% Purchased Call Options”) from the 2.50% Counterparties covering up to approximately 9.8 million shares of the Company’s common stock. These 2.50% Convertible Note Hedges were designed to offset the Company’s exposure to potential dilution upon conversion of the 2.50% Convertible Notes in the event that the market value per share of the Company’s common stock at the time of exercise was greater than the strike price of the 2.50% Purchased Call Options (which strike price corresponds to the initial conversion price of the 2.50% Convertible Notes and is simultaneously subject to certain customary adjustments). On May 23, 2011, the Company paid an aggregate amount of approximately $58.7 million of the proceeds from the sale of the 2.50% Convertible Notes for the 2.50% Purchased Call Options, of which $20.6 million was included in the balance of deferred income tax assets at May 23, 2011 and was recognized over the term of the 2.50% Convertible Notes. As of September 30, 2016, the balance of deferred income tax assets related to this transaction was zero.
Senior Secured Term Loan
On March 7, 2016, the Company entered into a credit agreement (the “Credit Agreement”), among IBG Borrower LLC, the Company’s wholly-owned direct subsidiary, as borrower (“IBG Borrower”), the Company and certain wholly-owned subsidiaries of IBG Borrower, as guarantors (the “Guarantors”), Cortland Capital Market Services LLC, as administrative agent and collateral agent (“Cortland”) and the lenders party thereto from time to time (the “Lenders”), including CF ICX LLC and Fortress Credit Co LLC (“Fortress”). Pursuant to the Credit Agreement, the Lenders are providing to IBG Borrower a senior secured term loan (the “Senior Secured Term Loan”), scheduled to mature on March 7, 2021, in an aggregate principal amount of $300 million and bearing interest at LIBOR (with a floor of 1.50%) plus an applicable margin of 10% per annum.
20
The net cash proceeds of the Senior Secured Term Loan, which were approximately $264.2 million (after deducting financing, investment banking and legal fees), were, pursuant to the terms of
the Credit Agreement, deposited by the Lenders into an escrow account on April 4, 2016. IBG Borrower deposited into the escrow account certain additional funds, so that the total amount of cash on deposit in the escrow account was sufficient to pay all ou
tstanding obligations, plus accrued interest, under the Company’s 2.50% Convertible Notes due June 2016. In accordance with the terms of the Senior Secured Term Loan, the funds in the escrow account were used to repay the 2.50% Convertible Notes (see abov
e discussion on repayment of the 2.50% Convertible Notes) on or before their maturity, with any remaining funds going toward general corporate purposes permitted under the terms of the Credit Agreement.
Borrowings under the Senior Secured Term Loan amortize yearly at 5% of principal as long as the applicable asset coverage ratio, as defined in the Credit Agreement, remains greater than or equal to 1.65:1.00 as of the end of each fiscal quarter and IBG Borrower timely delivers a compliance certificate to Cortland after each fiscal quarter. If IBG Borrower’s asset coverage ratio measured as of the end of a certain fiscal quarter is 1.25:1.00 or greater but less than 1.45:1.00, or 1.45:1.00 or greater but less than 1.65:1.00, IBG Borrower will be obligated to pay during the subsequent quarter amortization at 25% per annum, or 15% per annum, respectively. IBG Borrower will also pay amortization at 25% per annum if it fails to timely deliver a compliance certificate to Cortland after each fiscal quarter.
IBG Borrower’s obligations under the Senior Secured Term Loan are guaranteed jointly and severally by the Company and the other Guarantors pursuant to a separate facility guaranty. IBG Borrower’s and the Guarantors’ obligations under the Senior Secured Term Loan are secured by first priority liens on and security interests in substantially all assets of IBG Borrower, the Company and the other Guarantors and a pledge of substantially all equity interests of the Company’s subsidiaries (subject to certain limits including with respect to foreign subsidiaries) owned by the Company, IBG Borrower or any other Guarantor. However, the security interests do not cover certain intellectual property and licenses associated with the exploitation of the Company’s Umbro
®
brand in Greater China, those owned, directly or indirectly by the Company’s subsidiary Iconix Luxembourg Holdings SÀRL or those subject to the Company’s securitization facility. In addition, the pledges exclude certain equity interests of Marcy Media Holdings, LLC and the subsidiaries of Iconix China Holdings Limited.
In connection with the Credit Agreement, IBG Borrower, the Company and the other Guarantors have made customary representations and warranties. In addition to adhering with certain customary affirmative covenants, IBG Borrower established a lock-box account, and IBG Borrower, the Company and the other Guarantors entered into account control agreements on certain deposit accounts. The Credit Agreement also mandates that IBG Borrower, the Company and the other Guarantors maintain and allow appraisals of their intellectual property, perform under the terms of certain licenses and other agreements scheduled in the Credit Agreement and report significant changes to or terminations of licenses generating guaranteed minimum royalties of more than $5 million. IBG Borrower must satisfy a minimum asset coverage ratio of 1.25:1.00 and maintain a leverage ratio of no greater than 4.50:1.00. The Company has been compliant with all covenants under the Senior Secured Term Loan from inception through the Current Quarter.
In addition, the Credit Agreement contains customary negative covenants and events of default. The Credit Agreement limits the ability of IBG Borrower, the Company and the other Guarantors, with respect to themselves, their subsidiaries and certain joint ventures, from, among other things, incurring and prepaying certain indebtedness, granting liens on certain assets, consummating certain types of acquisitions, making fundamental changes (including mergers and consolidations), engaging in substantially different lines of business than those in which they are currently engaged, making restricted payments and amending or terminating certain licenses scheduled in the Credit Agreement. Such restrictions, failure to comply with which may result in an event of default under the terms of the Credit Agreement, are subject to certain customary and specifically negotiated exceptions, as set forth in the Credit Agreement.
If an event of default occurs, in addition to the Interest Rate increasing by an additional 3% per annum Cortland shall, at the request of Lenders holding more than 50% of the then-outstanding principal of the Senior Secured Term Loan, declare payable all unpaid principal and accrued interest and take action to enforce payment in favor of the Lenders. An event of default includes, among other events, a change of control by which a person or group becomes the beneficial owner of 35% of the voting stock of the Company or IBG Borrower or a majority of the board of the Company or IBG Borrower changes during a set period. Subject to the terms of the Credit Agreement, both voluntary and mandatory prepayments will trigger a make whole premium plus 3% of the aggregate principal amount during the first two years of the loan, and will carry a premium of 3% of the aggregate principal amount during the third year of the loan and 1% during the fourth year of the loan, with no premiums payable in subsequent periods.
The Company recorded cash interest expense of approximately $8.7 million and $17.0 million relating to the Senior Secured Term Loan for the Current Quarter and Current Nine Months, respectively, as compared to none for the Prior Year Quarter and Prior Year Nine Months.
21
Debt Maturities
As of September 30, 2016, the Company’s debt maturities on a calendar year basis are as follows:
|
|
Total
|
|
|
October 1
through
December
31,
2016
|
|
|
2017
|
|
|
2018
|
|
|
2019
|
|
|
2020
|
|
|
Thereafter
|
|
Senior Secured Notes
|
|
$
|
667,065
|
|
|
$
|
15,281
|
|
|
$
|
61,123
|
|
|
$
|
61,123
|
|
|
$
|
61,123
|
|
|
$
|
61,123
|
|
|
$
|
407,292
|
|
1.50% Convertible Notes
(1)
|
|
$
|
274,036
|
|
|
|
—
|
|
|
|
—
|
|
|
|
274,036
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Variable Funding Notes
|
|
$
|
100,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
100,000
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
Senior Secured Term Loan
(2)
|
|
$
|
271,159
|
|
|
|
3,750
|
|
|
|
15,000
|
|
|
|
15,000
|
|
|
|
15,000
|
|
|
|
15,000
|
|
|
|
207,409
|
|
Total
|
|
$
|
1,312,260
|
|
|
$
|
19,031
|
|
|
$
|
76,123
|
|
|
$
|
450,159
|
|
|
$
|
76,123
|
|
|
$
|
76,123
|
|
|
$
|
614,701
|
|
(1)
|
Reflects the net debt carrying amount of the 1.50% Convertible Notes in the unaudited condensed consolidated balance sheet as of September 30, 2016, in accordance with accounting for convertible notes. After taking into effect the $104.9 million of repurchases of the 1.50% Convertible Notes as discussed above, the remaining principal amount owed to the holders of the 1.50% Convertible Notes is $295.1 million.
|
(2)
|
Reflects the net debt carrying amount, effected by the outstanding balance of the original issue discount, in the unaudited condensed consolidated balance sheet as of September 30, 2016. The actual principal outstanding balance of the Senior Secured Term Loan is $292.5 million as of September 30, 2016.
|
7. Stockholders’ Equity
Stock Repurchase Program
The following table illustrates the activity under the Company’s stock repurchase programs, in the aggregate, for the Current Nine Months, FY 2015, FY 2014, FY 2013, FY 2012 and FY 2011:
|
|
# of shares
repurchased
as
part of stock
repurchase
programs
|
|
|
Cost of shares
repurchased
(in 000’s)
|
|
|
Weighted
Average Price
|
|
Q3 YTD 2016
|
|
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
FY 2015
|
|
|
360,000
|
|
|
|
12,391
|
|
|
|
34.42
|
|
FY 2014
|
|
|
4,994,578
|
|
|
|
193,434
|
|
|
|
38.73
|
|
FY 2013
|
|
|
15,812,566
|
|
|
|
436,419
|
|
|
|
27.60
|
|
FY 2012
|
|
|
7,185,257
|
|
|
|
125,341
|
|
|
|
17.44
|
|
FY 2011
|
|
|
1,150,000
|
|
|
|
19,138
|
|
|
|
16.64
|
|
Total, FY 2011 through September 30, 2016
|
|
|
29,502,401
|
|
|
$
|
786,723
|
|
|
$
|
26.67
|
|
As of September 30, 2016, $13.3 million and $500.0 million remained available for repurchase under the July 2013 Program and February 2014 Program, respectively, each of which is further described in Part II, Item 2 of this Form 10-Q.
2009 Equity Incentive Plan
On August 13, 2009, the Company’s stockholders approved the Company’s 2009 Equity Incentive Plan (“2009 Plan”). The 2009 Plan authorizes the granting of common stock options or other stock-based awards covering up to 3.0 million shares of the Company’s common stock. All employees, directors, consultants and advisors of the Company, including those of the Company’s subsidiaries, are eligible to be granted non-qualified stock options and other stock-based awards (as defined) under the 2009 Plan, and employees are also eligible to be granted incentive stock options (as defined) under the 2009 Plan. No new awards may be granted under the Plan after August 13, 2019.
On August 15, 2012, the Company’s stockholders approved the Company’s Amended and Restated 2009 Plan (“Amended and Restated 2009 Plan”), which, among other items and matters, increased the shares available under the 2009 Plan by an additional 4.0 million shares to a total of 7.0 million shares issuable under the Amended and Restated 2009 Plan, and extended the 2009 Plan termination date through August 15, 2022.
22
2015 Executive Incentive Plan
On December 4, 2015, the Company’s stockholders approved the Company’s 2015 Executive Incentive Plan (“2015 Plan”). Under the 2015 Plan, the Company’s officers and other key employees designated by the Compensation Committee are eligible to receive awards of cash, common stock or stock units issuable under the Amended and Restated 2009 Plan, or any other combination thereof. Awards under the 2015 Plan are based on the achievement of certain pre-determined, non-discretionary performance goals established by the Compensation Committee and are further subject, among other things, the 2015 Plan participant’s continuous employment with the Company until the applicable payment date.
Shares Reserved for Issuance
At September 30, 2016, there were no common shares available for issuance under the Amended and Restated 2009 Plan or any previous Company plan.
Stock Options and Warrants
The Black-Scholes option valuation model was developed for use in estimating the fair value of traded options which have no vesting restrictions and are fully transferable. In addition, option valuation models require the input of highly subjective assumptions including the expected stock price volatility. Because the Company’s employee stock options have characteristics significantly different from those of traded options, and because changes in the subjective input assumptions can materially affect the fair value estimate, in management’s opinion, the existing models do not necessarily provide a reliable single measure of the fair value of its employee stock options.
There was no compensation expense related to stock option grants or warrant grants during the Current Quarter, Current Nine Months, Prior Year Quarter or Prior Year Nine Months as all prior awards have been fully expensed.
Summaries of the Company’s stock options, warrants (other than warrants issued related to our 1.50% Convertible Notes and 2.50% Convertible Notes) and performance related options activity, and related information for the Current Nine Months are as follows:
Options
|
|
Options
|
|
|
Weighted
Average
Exercise Price
|
|
Outstanding at January 1, 2016
|
|
|
50,000
|
|
|
$
|
17.18
|
|
Granted
|
|
|
—
|
|
|
|
—
|
|
Canceled
|
|
|
—
|
|
|
|
—
|
|
Exercised
|
|
|
—
|
|
|
|
—
|
|
Expired/Forfeited
|
|
|
(15,000
|
)
|
|
|
22.51
|
|
Outstanding at September 30, 2016
|
|
|
35,000
|
|
|
$
|
14.90
|
|
Exercisable at September 30, 2016
|
|
|
35,000
|
|
|
$
|
14.90
|
|
Warrants
|
|
Warrants
|
|
|
Weighted Average
Exercise Price
|
|
Outstanding at January 1, 2016
|
|
|
20,000
|
|
|
$
|
6.64
|
|
Granted
|
|
|
—
|
|
|
|
—
|
|
Canceled
|
|
|
—
|
|
|
|
—
|
|
Exercised
|
|
|
—
|
|
|
|
—
|
|
Expired/Forfeited
|
|
|
—
|
|
|
|
—
|
|
Outstanding at September 30, 2016
|
|
|
20,000
|
|
|
$
|
6.64
|
|
Exercisable at September 30, 2016
|
|
|
20,000
|
|
|
$
|
6.64
|
|
The weighted average contractual term (in years) of options outstanding and exercisable and warrants outstanding and exercisable as of September 30, 2016 was 1.60 and 2.01, respectively.
All warrants issued in connection with acquisitions are recorded at fair market value using the Black Scholes model and are recorded as part of purchase accounting. Certain warrants are exercised using the cashless method.
23
Restricted stock
Compensation cost for restricted stock is measured as the excess, if any, of the quoted market price of the Company’s stock at the date the common stock is issued over the amount the employee must pay to acquire the stock (which is generally zero). The compensation cost, net of projected forfeitures, is recognized over the period between the issue date and the date any restrictions lapse, with compensation cost for grants with a graded vesting schedule recognized on a straight-line basis over the requisite service period for each separately vesting portion of the award as if the award was, in substance, multiple awards. The restrictions do not affect voting and dividend rights.
The following table summarize information about unvested restricted stock transactions:
|
|
Shares
|
|
|
Weighted
Average
Grant
Date Fair
Value
|
|
Non-vested, January 1, 2016
|
|
|
2,222,508
|
|
|
$
|
20.06
|
|
Granted
|
|
|
2,123,971
|
|
|
|
5.37
|
|
Vested
|
|
|
(196,979
|
)
|
|
|
13.55
|
|
Forfeited/Canceled
|
|
|
(241,712
|
)
|
|
|
6.15
|
|
Non-vested, September 30, 2016
|
|
|
3,907,788
|
|
|
$
|
13.26
|
|
The Company has awarded time-based restricted shares of common stock to certain employees. The awards have restriction periods tied to employment and vest over a maximum period of approximately 3 years. The cost of the time-based restricted stock awards, which is the fair market value on the date of grant net of estimated forfeitures, is expensed ratably over the vesting period. The Company has also awarded performance-based restricted shares of common stock to certain employees. The awards have restriction periods tied to certain performance measures. The cost of the performance-based restricted stock awards, which is the fair market value on the date of grant net of estimated forfeitures, is expensed when the likelihood of those shares being earned is deemed probable.
Compensation expense related to restricted stock grants for the Current Quarter and Prior Year Quarter was approximately $1.2 million and $3.9 million, respectively. Compensation expense related to restricted stock grants for the Current Nine Months and Prior Year Nine Months was approximately $4.7 million (including approximately $1.4 million related to retention stock discussed below) and $9.8 million, respectively. Excluding the compensation expense related to the performance-based restricted stock awards which are tied to achievement of certain performance metrics of the Company, an additional amount of $8.8 million of expense related to time-based restricted shares is expected to be expensed evenly over a period of approximately three years. During the Current Quarter and Prior Year Quarter, the Company repurchased shares valued at less than $0.1 million and $0.9 million, respectively, of its common stock in connection with net share settlement of restricted stock grants and option exercises. During the Current Nine Months and Prior Year Nine Months, the Company repurchased shares valued at $0.6 million and $15.5 million, respectively, of its common stock in connection with net share settlement of restricted stock grants and option exercises.
Retention Stock
On January 7, 2016, the Company awarded to certain employees a retention stock grant of approximately 1.3 million shares with a then current value of approximately $7.5 million. The awards cliff vest in three years based on the Company’s total shareholder return measured against a peer group as described in the Company’s Form 10-K/A filed on April 29, 2016. The measurement period began on the grant date and the beginning measurement amount was calculated based on the 20 day average closing stock price leading up to the grant date. The measurement period ends on December 31, 2018 and the ending measurement amount is based on the 20 day average closing stock price leading up to December 31, 2018. The award will vest on a scaled pay out based on the Company’s total shareholder return versus the peer group.
In accordance with ASC 718, the Company valued these shares utilizing a Monte Carlo simulation as the awards are based on market conditions. Key assumptions utilized in the valuation methodology were stock price at the beginning and end of the period, risk free interest rate, expected dividend yield when simulating total shareholder return, expected dividend yield when simulating the Company’s stock price, stock price volatility, and correlation coefficients.
24
Short-term Shareholder Rights Plan
On January 27, 2016, the Company announced that its Board of Directors adopted a short-term shareholder rights plan (the “Rights Plan”). The Board of Directors adopted the Rights Plan in light of activity in the Company’s shares occurring prior to the adoption of the Rights Plan, including the accumulation of meaningful positions by holders of derivatives securities, and what the Iconix Board of Directors and management believed was a currently depressed share price for the Company’s common stock. The Rights Plan expired following the 2016 annual meeting of shareholders. The Rights Plan had no impact on the Company’s financial reporting for the nine months ended September 30, 2016 and will not impact any future periods.
Long-Term Incentive Compensation.
On March 31, 2016, the Company approved a new plan for long-term incentive compensation (the “2016 LTIP”) for key employees and granted equity awards under the 2016 LTIP in the aggregate amount of 707,028 shares with a then current value of approximately $6.4 million. For each grantee other than Mr. Haugh, the Company’s Chief Executive Officer, 33% of the award was in the form of restricted stock units (“RSUs”) and 67% of the award was in the form of target level performance stock units (“PSUs”). Mr. Haugh’s award under the 2016 LTIP consisted of 25% RSUs and 75% PSUs. The RSUs for each grantee vest in three equal installments annually over a three-year period. Other than for Mr. Haugh, the PSUs cliff vest over three years based on the achievement of operating income performance targets established by the Compensation Committee. One-third of Mr. Haugh’s PSUs shall be converted to time-based awards on December 31, 2016, December 31, 2017 and December 31, 2018, based on the achievement of operating income performance targets established by the Compensation Committee, and such time-based awards shall vest and be settled on December 31, 2018.
8. Earnings Per Share
Basic earnings per share includes no dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects, in periods in which they have a dilutive effect, the effect of restricted stock-based awards, common shares issuable upon exercise of stock options and warrants and shares underlying convertible notes potentially issuable upon conversion. The difference between basic and diluted weighted-average common shares results from the assumption that all dilutive stock options outstanding were exercised and all convertible notes have been converted into common stock.
For the Current Quarter, of the total potentially dilutive shares related to restricted stock-based awards, stock options and warrants, approximately 0.1 million were anti-dilutive, as compared to approximately 1.3 million shares that were anti-dilutive for the Prior Year Quarter.
For each of the Current Quarter and Prior Year Quarter, approximately 0.1 million shares of the performance related restricted stock-based awards issued to the Company’s named executive officers were anti-dilutive.
For the Current Quarter, Prior Year Quarter, Current Nine Months and Prior Year Nine Months, warrants issued in connection with the Company’s 1.50% Convertible Notes financing and 2.50% Convertible Notes financing were anti-dilutive and therefore were not included in this calculation.
A reconciliation of weighted average shares used in calculating basic and diluted earnings per share follows:
|
|
For the Three Months Ended September 30,
|
|
|
For the Nine Months Ended September 30,
|
|
(in thousands)
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Basic
|
|
|
55,584
|
|
|
|
48,310
|
|
|
|
51,060
|
|
|
|
48,238
|
|
Effect of exercise of stock options
|
|
|
3
|
|
|
|
—
|
|
|
|
3
|
|
|
|
77
|
|
Effect of assumed vesting of restricted stock
|
|
|
1,768
|
|
|
|
—
|
|
|
|
1,739
|
|
|
|
1,388
|
|
Effect of convertible notes subject to conversion
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
783
|
|
Diluted
|
|
|
57,355
|
|
|
|
48,310
|
|
|
|
52,802
|
|
|
|
50,486
|
|
In accordance with ASC 480, the Company considers its redeemable non-controlling interest in its computation of earnings per share. For each of the Current Quarter, Prior Year Quarter, Current Nine Months and Prior Year Nine Months, adjustments to the Company’s redeemable non-controlling interest had no impact on the Company’s earnings per share calculation.
See Note 6 for discussion of hedges related to our convertible notes.
25
9. Commitments and Contingencies
Legal Proceedings
In July 2013, Signature Apparel Group LLC, referred to as the Debtor, filed an amended complaint in an adversary proceeding captioned
Signature Apparel Group LLC v. ROC Fashions, LLC, et al., Adv. Pro. No. 11-02800
in the United States Bankruptcy Court for the Southern District of New York that, among others, named Studio IP Holdings LLC, referred to as Studio IP, and the Company (Studio IP and the Company are collectively referred to as Iconix), as defendants. In the amended complaint, the Debtor asserts that Iconix was complicit in an alleged conspiracy to pay $2.8 million to Debtor’s principals. The Debtor also alleges that ROC Fashions LLC paid a $6.0 million fee to Iconix for a license, and asserts that those funds should be returned to the Debtor as well. In total, the Debtor is seeking at least $8.8 million in damages from Iconix.
Iconix vigorously defended against the claims, and the trial on this matter concluded in March 2016. The Company is currently awaiting the Bankruptcy Court’s determination on the matter and is unable to estimate its ultimate outcome.
In December 2015, Anthony L&S, LLC, referred to as ALS, the licensee of the Pony and related trademarks, commenced an action captioned
Anthony L&S, LLC v. US Pony Holdings, LLC and Iconix Brand Group, Inc., Index No. 654199/2015
in New York State Supreme Court, New York County against the Company and its subsidiary, US Pony Holdings, LLC. In September 2016, this matter was settled without any liability to the Company.
In January 2016, ALS’s affiliate, Anthony L&S Athletics, LLC, referred to as Anthony Athletics, commenced an action captioned
Anthony L&S Athletics, LLC v. US Pony Holdings, LLC and Iconix Brand Group, Inc., Case No. 11867
in the Chancery Court in the State of Delaware against the Company and Pony. In September 2016, this matter was settled without any liability to the Company.
In April 2016, New Rise Brands Holdings, LLC, referred to as New Rise, a former licensee of the Ecko Unlimited trademark, and Sichuan New Rise Import & Export Co. Ltd., referred to as Sichuan, the guarantor under New Rise’s license agreement, commenced an action captioned
New Rise Brands Holdings, LLC and Sichuan New Rise Import & Export Co. Ltd v. IP Holdings, LLC, et al., Index No. 652278/2016
in the New York State Supreme Court, New York County against the Company’s subsidiary, IP Holdings, LLC, referred to as IP Holdings, seeking damages of $15 million, plus punitive damages of $50 million, attorneys’ fees and costs. Among other claims, New Rise alleges improper termination of New Rise’s license agreement and fraud. IP Holdings is vigorously defending against the claims and has asserted counterclaims against New Rise and Sichuan. At this time, the Company is unable to estimate the ultimate outcome of this legal matter.
Two shareholder derivative complaints captioned
James v. Cuneo et al, Docket No. 1:16-cv-02212
and
Ruthazer v. Cuneo et al, Docket No. 1:16-cv-04208
have been consolidated in the United States District Court for the Southern District of New York, and two shareholder derivative complaints, respectively, New York captioned
De Filippis v. Cuneo et al. Index No. 650711/2016
and
Gold v. Cole et al, Index No. 53724/2016
have been consolidated in the Supreme Court of the State of New York, New York County. The complaints name the Company as a nominal defendant and assert claims for breach of fiduciary duty, insider trading and unjust enrichment against certain of the Company's current and former directors and officers arising out of the Company's recent restatement of financial reports and certain employee departures. An additional shareholder derivative complaint captioned
Rosenfeld v. Cuneo et al., Index No. 510427/2016
is pending in the Supreme Court of the State of New York, Kings County. The complaint names the Company as a nominal defendant and asserts similar claims against certain of the Company’s current and former directors and officers as noted in connection with the shareholder derivative complaints described above. At this time, the Company is unable to estimate the ultimate outcome of these legal matters.
As previously announced, the Company has received a formal order of investigation from the SEC. The Company intends to continue to cooperate fully with the SEC.
Three securities class actions, respectively captioned
Lazaro v. Iconix Brand Group, Inc. et al.
, Docket No. 1:15-cv-04981-PGG,
Niksich v. Iconix Brand Group, Inc. et al.
, Docket No. 1:15-cv-04860-PGG and
Haverhill Retirement System v. Iconix Brand Group, Inc. et al
Docket No. 1:15 – cv 06658, have been consolidated in the United States District Court for the Southern District of New York against the Company and certain former officers and one current officer (each, a “Class Action” and, together, the “Class Actions”). The plaintiffs in the Class Actions purport to represent a class of purchasers of the Company’s securities from February 22, 2012 to November 5, 2015, inclusive, and claim that the Company and individual defendants violated sections 10(b) and 20(a) of the Securities Exchange Act of 1934, by making allegedly false and misleading statements regarding certain aspects of the Company’s business operations and prospects. The Company and the individual defendants have moved to dismiss the consolidated amended complaint and intend to vigorously defend against the claims. At this time, the Company is unable to estimate the ultimate outcome of this legal matter.
26
From time to time, the Company is also made a party to litigation incurred in the normal course of business. In addition, in connection with l
itigation commenced against licensees for non-payment of royalties, certain licensees have asserted unsubstantiated counterclaims against the Company. While any litigation has an element of uncertainty, the Company believes that the final outcome of any o
f these routine matters will not have a material effect on the Company’s financial position or future liquidity.
10. Related Party Transactions
In prior periods, the Company incurred advertising expenses with Complex Media, Inc. to promote certain of the Company’s men’s brands. The Company owned a minority interest in Complex Media, Inc. as discussed in Note 3. There were no advertising expenses with Complex Media, Inc. for the Current Nine Months and Prior Year Nine Months, and no related accounts payable as of September 30, 2016 as compared to $0.2 million as of December 31, 2015. Management believes that all transactions were made on terms and conditions no less favorable than those available in the marketplace from unrelated parties.
For the Current Nine Months, the Company paid approximately $0.4 million to Galore Media, Inc. in relation to certain marketing services to promote the Company’s brands and for the rights to certain warrants of Galore Media, Inc. The Company owns a minority interest in Galore Media, Inc. as discussed in Note 3. Management believes that all transactions were made on terms and conditions no less favorable than those available in the marketplace from unrelated parties.
During each of the Current Quarter, Current Nine Months, Prior Year Quarter and Prior Year Nine Months, the Company incurred less than $0.1 million per year in consulting fees in connection with a consulting arrangement entered into with Mark Friedman, a member of the Company’s Board of Directors, relating to the provision by Mr. Friedman of investor relations services. Such consulting agreement was terminated on May 3, 2016.
The Company has entered into certain license agreements in which the core licensee is also one of our joint venture partners. For the Current Quarter, Current Nine Months, Prior Year Quarter and Prior Year Nine Months, the Company recognized the following royalty revenue amounts:
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September
30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Joint Venture Partner
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Global Brands Group Asia Limited
(1)
|
|
$
|
922
|
|
|
$
|
1,450
|
|
|
$
|
2,640
|
|
|
$
|
4,073
|
|
Buffalo International ULC
|
|
|
3,000
|
|
|
|
3,651
|
|
|
|
10,258
|
|
|
|
8,474
|
|
Rise Partners, LLC / Top On International Group Limited
|
|
|
1,150
|
|
|
|
524
|
|
|
|
1,650
|
|
|
|
4,967
|
|
M.G.S. Sports Trading Limited
|
|
|
152
|
|
|
|
163
|
|
|
|
449
|
|
|
|
439
|
|
Pac Brands USA, Inc.
|
|
|
90
|
|
|
|
81
|
|
|
|
313
|
|
|
|
392
|
|
NGO, LLC
|
|
|
294
|
|
|
|
202
|
|
|
|
888
|
|
|
|
605
|
|
Albion Equity Partners LLC / GL Damek
|
|
|
641
|
|
|
|
568
|
|
|
|
1,487
|
|
|
|
1,895
|
|
Anthony L&S
|
|
|
—
|
|
|
|
545
|
|
|
|
—
|
|
|
|
1,455
|
|
Roc Nation
|
|
|
—
|
|
|
|
100
|
|
|
|
—
|
|
|
|
300
|
|
MHMC
(2)
|
|
|
292
|
|
|
|
—
|
|
|
|
895
|
|
|
|
—
|
|
|
|
$
|
6,541
|
|
|
$
|
7,284
|
|
|
$
|
18,580
|
|
|
$
|
22,600
|
|
(1)
|
Global Brands Group Asia Limited also serves as agent to Peanuts Worldwide in respect of the Greater China Territory for Peanuts brands. For the Current Quarter and Prior Year Quarter, Global Brands Group Asia Limited earned fees of approximately $1.0 million and $0.6 million, respectively, in its capacity as agent to Peanuts Worldwide. For the Current Nine Months and Prior Year Nine Months, Global Brands Group Asia limited earned fees of approximately $2.4 million and $2.1 million, respectively, in its capacity as agent to Peanuts Worldwide.
|
(2)
|
MHMC became a related party to the Company in July 2016 upon consummation of an agreement between a Company subsidiary and MHMC to sell to MHMC up to an aggregate 50% ownership interest in Umbro China. Refer to Note 3 for further details.
|
27
11. Income Taxes
The Company computes its expected annual effective income tax rates in accordance with ASC 740 and makes changes on a quarterly basis as necessary based on certain factors such as changes in forecasted annual pre-tax income; changes to actual or forecasted permanent book to tax differences; impacts from future tax audits with state, federal or foreign tax authorities; impacts from tax law changes; or change in judgment as to the realizability of deferred tax assets. The Company identifies items which are not normal and are non-recurring in nature and treats these as discrete events. The tax effect of discrete items is recorded in the quarter in which the discrete events occur. Due to the volatility of these factors, the Company's consolidated effective income tax rate can change significantly on a quarterly basis.
With the exception of the Buffalo brand joint venture and Iconix Middle East joint venture, the Company is not responsible for the income taxes related to the non-controlling interest’s share of the joint venture’s earnings. Therefore, the tax liability associated with the non-controlling interest share of the joint venture’s earnings is not reported in the Company’s income tax expense, despite the joint venture’s entire income being consolidated in the Company’s reported income before income tax expense. As such, the joint venture’s earnings have the effect of lowering our effective tax rate. This effect is more pronounced in periods in which joint venture earnings are higher relative to our other earnings. Since the Buffalo brand joint venture is a taxable entity in Canada, and the Iconix Middle East joint venture is a taxable entity in the United Kingdom, the Company is required to report its tax liability, including taxes attributable to the non-controlling interest, in its statement of operations. All other consolidated joint ventures are partnerships and treated as pass-through entities not subject to taxation in their local tax jurisdiction, and therefore the Company includes only the tax attributable to its proportionate share of income from the joint venture in income tax expense.
The Company conducts business globally and, as a result, the Company or one or more of its subsidiaries files income tax returns in the U.S., various state and local, and foreign jurisdictions.
The Company, joined by its domestic subsidiaries, files a consolidated income tax return for Federal income tax purposes.
In the normal course of business, the Company is subject to examination in such domestic and foreign jurisdictions.
The Company recognized interest expense related to uncertain tax positions of less than $0.1 million in the Current Quarter as compared to none during the
Prior Year Quarter
. The Company recognized interest expense related to uncertain tax positions of approximately $0.3 million in the Current Nine Months as compared to none during the Prior Year Nine Months. The Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense.
The Company’s consolidated effective tax rate was 33.4% and 117.9% for the Current Quarter and Prior Year Quarter, respectively. The Company’s consolidated effective tax rate was 32.0% and 34.1% for the Current Nine Months and Prior Year Nine Months, respectively.
During the first quarter of the year ending December 31, 2016, the Company early adopted the guidance under ASU 2015-17, on a retrospective basis, concerning simplified presentation of deferred income taxes by requiring that deferred tax assets and liabilities be classified as non-current in a classified balance sheet. Adoption of this guidance resulted in reclassification of our net current deferred tax assets of approximately $2.4 million to the net non-current deferred tax liability in our condensed consolidated balance sheet as of each September 30, 2016 and December 31, 2015.
Management believes that an adequate provision has been made for any adjustments that may result from tax examinations; however, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company's tax audits are resolved in a manner not consistent with management's expectations, the Company could be required to adjust its provision for income tax in the period such resolution occurs.
12. Segment and Geographic Data
The Company identifies its operating segments according to how business activities are managed and evaluated. Prior to April 1, 2015, the Company had disclosed one reportable segment. Following such quarter, the Company has reviewed its business activities, how they are managed and evaluated, and determined that it would reflect five distinct reportable operating segments: men’s, women’s, home, entertainment and corporate. Therefore, the Company has disclosed these reportable segments for the periods shown below. Since the Company does not track, manage and analyze its assets by segments, no disclosure of segmented assets is reported.
The geographic regions consist of the United States, Japan and Other (which principally represent Latin America and Europe). Revenues attributable to each region are based on the location in which licensees are located and where they principally do business.
28
Reportable data for the Company’s operating segments were as follows:
|
|
Three Months Ended
September 30,
|
|
|
Nine Months Ended
September 30,
|
|
|
|
2016
|
|
|
2015
|
|
|
2016
|
|
|
2015
|
|
Licensing revenue:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Women's
|
|
$
|
29,081
|
|
|
$
|
33,260
|
|
|
$
|
103,559
|
|
|
$
|
109,391
|
|
Men's
|
|
|
20,155
|
|
|
|
23,347
|
|
|
|
62,486
|
|
|
|
73,328
|
|
Home
|
|
|
11,221
|
|
|
|
9,636
|
|
|
|
30,296
|
|
|
|
29,702
|
|
Entertainment
|
|
|
30,487
|
|
|
|
25,089
|
|
|
|
84,978
|
|
|
|
72,123
|
|
Corporate
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
$
|
90,944
|
|
|
$
|
91,332
|
|
|
$
|
281,319
|
|
|
$
|
284,544
|
|
Operating income (loss):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Women's
|
|
$
|
24,413
|
|
|
$
|
24,352
|
|
|
$
|
90,940
|
|
|
$
|
89,475
|
|
Men's
|
|
|
12,779
|
|
|
|
7,771
|
|
|
|
37,758
|
|
|
|
41,892
|
|
Home
|
|
|
9,284
|
|
|
|
8,140
|
|
|
|
25,569
|
|
|
|
24,836
|
|
Entertainment
|
|
|
9,438
|
|
|
|
8,409
|
|
|
|
26,841
|
|
|
|
23,964
|
|
Corporate
|
|
|
(15,251
|
)
|
|
|
(20,890
|
)
|
|
|
(38,426
|
)
|
|
|
(44,584
|
)
|
|
|
$
|
40,663
|
|
|
$
|
27,782
|
|
|
$
|
142,682
|
|
|
$
|
135,583
|
|
Licensing revenue by license type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Direct-to-retail license
|
|
$
|
34,067
|
|
|
$
|
36,160
|
|
|
$
|
116,918
|
|
|
$
|
123,703
|
|
Wholesale licenses
|
|
|
43,233
|
|
|
|
42,492
|
|
|
|
122,404
|
|
|
|
125,404
|
|
Other licenses
|
|
|
13,644
|
|
|
|
12,680
|
|
|
|
41,997
|
|
|
|
35,437
|
|
|
|
$
|
90,944
|
|
|
$
|
91,332
|
|
|
$
|
281,319
|
|
|
$
|
284,544
|
|
Licensing revenue by geographic region:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
United States
|
|
$
|
55,000
|
|
|
$
|
61,182
|
|
|
$
|
178,066
|
|
|
$
|
190,837
|
|
Japan
|
|
|
14,183
|
|
|
|
7,357
|
|
|
|
34,820
|
|
|
|
23,367
|
|
Other
(1)
|
|
|
21,761
|
|
|
|
22,793
|
|
|
|
68,433
|
|
|
|
70,340
|
|
|
|
$
|
90,944
|
|
|
$
|
91,332
|
|
|
$
|
281,319
|
|
|
$
|
284,544
|
|
(1)
|
No single country represented 10% of the Company’s revenues within “Other” in this table for the periods presented.
|
13. Other Assets- Current and Long-Term
Other Assets - Current
|
|
September 30,
2016
|
|
|
December 31,
2015
|
|
Other assets- current consisted of the following:
|
|
|
|
|
|
|
|
|
Notes receivables on sale of trademarks
(1)
|
|
$
|
5,296
|
|
|
$
|
3,892
|
|
Note receivable in connection with Strawberry Shortcake
acquisition
(2)
|
|
|
2,465
|
|
|
|
5,000
|
|
Note receivable in connection with acquisition of interest
in Buffalo brand (see Note 3)
|
|
|
5,412
|
|
|
|
6,963
|
|
Due from AG
|
|
|
—
|
|
|
|
3,437
|
|
Prepaid advertising
|
|
|
4,002
|
|
|
|
2,498
|
|
Prepaid expenses
|
|
|
3,332
|
|
|
|
1,501
|
|
Deferred charges
|
|
|
194
|
|
|
|
913
|
|
Prepaid taxes
|
|
|
13,300
|
|
|
|
14,941
|
|
Prepaid insurance
|
|
|
267
|
|
|
|
(41
|
)
|
Due from related parties
|
|
|
3,841
|
|
|
|
3,293
|
|
Other current assets
|
|
|
1,580
|
|
|
|
1,719
|
|
Other current assets
|
|
$
|
39,689
|
|
|
$
|
44,116
|
|
29
(1)
|
Certain amounts due from our joint venture partners are presented net of redeemable non-controlling interest and non-controlling interest in the condensed consolidated balance sheet. Refer to Note 3 for further details.
|
(2)
|
The Note receivable in connection with the Strawberry Shortcake acquisition represents amounts due from AG in respect of non-compete payments pursuant to a License Agreement entered into with AG simultaneously with the closing of the transaction.
|
Other Assets – Long Term
|
|
September 30,
|
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
Other noncurrent assets consisted of the following:
|
|
|
|
|
|
|
|
|
Due from ABC
|
|
$
|
9,620
|
|
|
$
|
11,621
|
|
Notes receivable on sale of trademarks
(1)
|
|
|
1,768
|
|
|
|
5,029
|
|
Prepaid Interest
|
|
|
8,172
|
|
|
|
8,560
|
|
Deposits
|
|
|
621
|
|
|
|
621
|
|
Other noncurrent assets
|
|
613
|
|
|
|
2,917
|
|
Other noncurrent assets
|
|
$
|
20,794
|
|
|
$
|
28,748
|
|
(1)
|
Certain amounts due from our joint venture partners are presented net of redeemable non-controlling interest and non-controlling interest in the condensed consolidated balance sheet. Refer to Note 3 for further details.
|
14. Other Liabilities – Current
As of September 30, 2016 and December 31, 2015, other current liabilities included amounts of $2.1 million and $1.6 million, respectively, due to certain joint ventures that are not consolidated with the Company, and $2.0 million due to Purim as of December 31, 2015 related to the MG Icon acquisition which was paid in full during the Current Nine Months. See Note 3 for further details of this transaction.
15. Foreign Currency Translation
The functional currency of Iconix Luxembourg and Red Diamond Holdings, which are wholly owned subsidiaries of the Company located in Luxembourg, is the Euro. However the companies have certain dollar denominated assets, in particular cash and notes receivable, that are maintained in U.S. Dollars, which are required to be revalued each quarter. Due to fluctuations in currency in the Current Quarter and the Prior Year Quarter, the Company recorded a $0.7 million currency translation loss and a $1.1 million currency translation loss, respectively, that is included in the condensed consolidated statements of operations. Due to fluctuations in currency in the Current Nine Months and the Prior Year Nine Months, the Company recorded a $0.1 million currency translation gain and a $7.7 million currency translation gain, respectively, that is included in the condensed consolidated statements of operations.
Comprehensive income includes certain gains and losses that, under U.S. GAAP, are excluded from net income as such amounts are recorded directly as an adjustment to stockholders’ equity. Our comprehensive income is primarily comprised of net income and foreign currency translation gain or loss. During the Current Quarter and the Prior Year Quarter, we recognized as a component of our comprehensive income, a foreign currency translation gain of $3.0 million and foreign currency translation gain of $4.1 million, respectively, due to changes in foreign exchange rates during the Current Quarter and the Prior Year Quarter, respectively. During the Current Nine Months and the Prior Year Nine Months, we recognized as a component of our comprehensive income, a foreign currency translation gain of $8.0 million and foreign currency translation loss of $26.6 million, respectively, due to changes in foreign exchange rates during the Current Nine Months and the Prior Year Nine Months, respectively. The foreign currency translation gain in the Current Nine Months and in the Prior Year Nine Months is primarily attributable to the Umbro and Lee Cooper trademarks in the Luxembourg territory.
30
16. Accounting Pronouncements
Recent Accounting Pronouncements
In February 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-02, “Amendments to the Consolidation Analysis”, which changes the way reporting enterprises evaluate whether (a) they should consolidate limited partnerships and similar entities, (b) fees paid to a decision maker or service provider are variable interests in a VIE, and (c) variable interest in a VIE held by related parties of the reporting enterprise require the reporting enterprise to consolidate the VIE. The ASU also significantly changes how to evaluate voting rights for entities that are not similar to limited partnerships when determining when the entity is a VIE, which may affect entities for which the decision making rights are conveyed through a contractual arrangement. This ASU is effective for annual and interim periods in fiscal years, including interim periods within those years, beginning after December 15, 2015. Early adoption is allowed, including early adoption in an interim period. A reporting enterprise may apply a modified retrospective approach or full retrospective application. The Company adopted the new standard in FY 2016 which did not have a material impact to the Company’s financial statements.
In September 2015, the FASB issued ASU No. 2015-16, “Simplifying the Accounting for Measurement-Period Adjustments”, which relates to business combinations and requires adjustments to provisional amounts that are identified during the measurement period to be recognized in the reporting period in which the adjustment amounts are determined. This includes any effect on earnings of changes in depreciation, amortization, or other income effects as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date. In addition, the amendments require an entity to disclose (either on the face of the income statement or in the notes) the nature and amount of measurement-period adjustments recognized in the current period, including separately the amounts in current-period income statement line items that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date. The ASU is effective for public business entities for fiscal years, and for interim periods within those fiscal years, beginning after December 15, 2015. Early adoption is permitted. The amendments in this ASU should be applied prospectively to measurement-period adjustments that occur after the effective date of this ASU. The Company adopted the new standard in FY 2016 and had no impact on the presentation of our financial statements during the first quarter of the year ending December 31, 2016.
In November 2015, the FASB issued ASU No. 2015-17, which eliminates the guidance in ASC Topic 740, Income Taxes, that required an entity to separate deferred tax liabilities and assets between current and noncurrent amounts in a classified balance sheet. The amendments require that all deferred tax liabilities and assets of the same tax jurisdiction or a tax filing group, as well as any related valuation allowance, be offset and presented as a single noncurrent amount in a classified balance sheet. The Company adopted ASU No. 2015-17 during the first quarter of the year ending December 31, 2016. Accordingly, at December 31, 2015, the Company had $2.4 million in deferred tax assets, which were previously classified as a current asset on our condensed consolidated balance sheet and, under the new standard, have been classified as a reduction from net non-current deferred income tax liability consistent with the current period’s presentation. The ASU has been applied to the Company’s financial statements retrospectively.
In April 2015, the FASB issued ASU No. 2015-03, which changes the presentation of debt issuance costs in financial statements. Under this ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The Company adopted ASU No. 2015-03 during the first quarter of the year ending December 31, 2016. Accordingly, at December 31, 2015, the Company had $15.0 million in unamortized debt issuance costs, which were previously classified as other assets on our condensed consolidated balance sheet and, under the new standard, have been classified as a deduction from debt consistent with the current period’s presentation. There has been no effect on the condensed consolidated statements of comprehensive income (loss) due to the adoption of the ASU. The ASU has been applied to the Company’s financial statements retrospectively.
In April 2015, the FASB issued ASU No. 2015-05, “Customers' Accounting for Fees Paid in a Cloud Computing Arrangement” ("ASU 2015-05"). ASU 2015-05 will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance as to whether an arrangement includes the sale or license of software. ASU 2015-05 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. The Company adopted the new standard in FY 2016 which did not have a material impact to our financial statements.
In May 2014, FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. In August 2015, this guidance was updated, which defers the effective date by one year and permits early adoption for annual and interim periods beginning on or after December 15, 2016. This guidance is effective for interim and annual periods beginning on or after December 15, 2017. Companies will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. We are currently evaluating the impact of adopting this guidance.
31
In January 2016, FASB issued ASU No. 2016-01, “Recognition and Mea
surement of Financial Assets and Financial Liabilities”, includes amendments on recognition, measurement, presentation, and disclosure of financial instruments. It requires an entity to (1) measure equity investments at fair value through net income, with
certain exceptions; (2) present in OCI the changes in instrument-specific credit risk for financial liabilities measured using the fair value option; (3) present financial assets and financial liabilities by measurement category and form of financial asse
t; (4) calculate the fair value of financial instruments for disclosure purposes based on an exit price; and (5) assess a valuation allowance on deferred tax assets related to unrealized losses on available-for-sale debt securities in connection with other
deferred tax assets. The ASU provides an election to subsequently measure certain nonmarketable equity investments at cost less any impairment and adjusted for certain observable price changes. The ASU also requires a qualitative impairment assessment o
f such equity investments and amends certain fair value disclosure requirements. The ASU is effective for public business entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2017. Certain provisions of t
he ASU are eligible for early adoption. The Company is currently evaluating the impact of adopting this guidance.
In February 2016, the FASB issued ASU No. 2016-02, Leases. The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the statement of operations. The new standard is effective for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. A modified retrospective transition approach is required for lessees for capital and operating leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements, with certain practical expedients available. We are currently evaluating the impact of our pending adoption of the new standard on our consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-06, “Contingent Put and Call Options in Debt Instruments” which clarifies that determining whether the economic characteristics of a put or call are clearly and closely related to its debt host requires only an assessment of the four-step decision sequence outlined in FASB ASU paragraph 815-15-25-24. Additionally, entities are not required to separately assess whether the contingency itself is clearly and closely related. The ASU is effective for public business entities for fiscal years beginning after December 15, 2016, and interim periods within those fiscal years. Early adoption is permitted. However, if the entity early adopts the amendments in an interim period, any adjustments should be reflected as of the beginning of that fiscal year. The ASU requires a modified retrospective transition approach, with a cumulative catch-up adjustment to opening retained earnings in the period of adoption. For instruments that are eligible for the fair value option, an entity has a one-time option to irrevocably elect to measure the debt instrument affected by the ASU in its entirety at fair value with changes in fair value recognized in earnings. We are currently evaluating the impact of adopting this guidance.
In March 2016, the FASB issued ASU No. 2016-07, “Simplifying the Transition to the Equity Method of Accounting”, which requires an investor to apply the equity method of accounting only from the date it qualifies for that method, i.e., the date the investor obtains significant influence over the operating and financial policies of an investee. This ASU eliminates the previous requirement to retroactively adjust the investment and record a cumulative catch up for the periods that the investment had been held, but did not qualify for the equity method of accounting. The ASU is effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. This ASU should be applied prospectively upon its effective date to increases in the level of ownership interest or degree of influence that result in the application of the equity method. Early adoption is permitted. We are currently evaluating the impact of adopting this guidance.
In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting”, which introduces targeted amendments intended to simplify the accounting for stock compensation. The ASU was issued as part of the FASB’s simplification initiative, and intends to improve the accounting for share-based payment transactions. The ASU changes several aspects of the accounting for share-based payment award transactions, including: (1) Accounting and Cash Flow Classifications for Excess Tax Benefits and Deficiencies, (2) Forfeitures, and (3) Tax Withholding Requirements and Cash Flow Classifications. The ASU is effective for public business entities in annual and interim periods in fiscal years beginning after December 15, 2016. Early adoption is permitted in any interim or annual period provided that the entire ASU is adopted. If any entity early adopts the ASU in an interim period, any adjustments should be reflected as of the beginning of the fiscal year that includes that interim period. We are currently evaluating the impact of adopting this guidance.
In August 2016, the FASB issued ASU No. 2016-15, “Classification of Certain Cash Receipts and Cash Payments”, which clarifies how certain cash receipts and cash payments are presented in the statement of cash flows. The amendment addresses eight specific cash flow issues with the objective of reducing the existing diversity in practice. The ASU is effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The ASU should be applied using a retrospective transition method to each period presented. We are currently evaluating the impact of adopting this guidance.
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In October 2016, the FASB issued ASU No. 2016-16, “Income Taxes (Topic 740) – Intra-Entity Transfers of Assets Other Than Inventory”, which was issued as part of the FASB’s simplification initiative and, intends to improve the acco
unting for the income tax consequences of intra-entity transfers of assets other than inventory. Under this ASU, an entity should recognize the income tax consequences of an intra-entity transfer of an asset other than inventory when the transfer occurs.
The ASU is effective for public business entities for annual reporting periods beginning after December 15, 2017, including interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities as of the beginning
of an annual reporting period for which financial statements (interim or annual) have not been issued or made available for issuance. The ASU should be applied on a modified retrospective basis through a cumulative-effect adjustment directly to retained e
arnings as of the beginning of the period of adoption. We are currently evaluating the impact of adopting this guidance.
In October 2016, the FASB issued ASU No. 2016-17, “Consolidations (Topic 810) – Interests Held through Related Parties that are under Common Control”, which amends the consolidation guidance on how a reporting entity that is the single decision marker of a VIE should treat indirect interests in the entity held through related parties that are under common control with the reporting entity when determining whether it is the primary beneficiary of that VIE. The ASU is effective for public business entities for fiscal years beginning after December 15, 2016, including interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. This ASU should be applied on a retrospective basis to all relevant prior periods beginning with the fiscal year in which the amendments in ASU 2015-02 were applied. We are currently evaluating the impact of adopting this guidance.
17. Other Matters
During the Current Quarter and the Prior Year Quarter, the Company included in its selling, general and administrative expenses approximately $3.1 million and $7.1 million, respectively, of 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 the Company’s management. During the Current Nine Months and the Prior Year Nine Months, the Company included in its selling, general and administrative expenses approximately $10.4 million and $9.5 million, respectively, of 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 the Company’s management.
18. Subsequent Events
In October 2016, the Company entered into an agreement with Li-Ning (China) Sports Goods Co., Ltd. (“LiNing”) to sell up to a 50% interest (and no less than a 30% interest) in Danskin China Limited (“Danskin China”), a new Hong Kong registered company, which will hold the Danskin trademarks and related intellectual property assets in respect of mainland China and Macau. LiNing’s purchase of the equity interest in Danskin China is expected to occur over a three-year period commencing on March 31, 2019 (the “First Closing”) for cash consideration of $5.4 million. The aggregate cash consideration paid by Li Ning for its ownership of Danskin China may, based on the percentage interest in Danskin China that LiNing elects to purchase on each anniversary of the First Closing, increase to up to $8.6 million.
On November 4, 2016, the Iconix Brand Group, Inc. 2016 Omnibus Incentive Plan (the “2016 Plan”) was approved by the Company’s stockholders at the 2016 Annual Meeting. The 2016 Plan replaces and supersedes the Amended and Restated 2009 Plan discussed in Note 7. Under the 2016 Plan, following November 4, 2016, 2.4 million shares of common stock are available for equity-based compensation awards.
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