Iconix Brand Group has its hands full, and is now dealing with another headache: A Securities and Exchange Commission review of its annual report for 2014.
The company disclosed the “comment letter process” with the SEC Monday morning during its report of second-quarter results. The company also called the matter an “ongoing periodic review” of its Form 10-K for the year ended Dec. 31, 2014.
Specifically the discussions involve the accounting treatment for the formation of the firm’s international joint ventures under generally accepted accounting principles and whether they should potentially have been consolidated in the company’s historical results. The material terms of the joint ventures have been disclosed in prior filings and have also been audited and reviewed by the company’s auditors. The issue focuses on the gains surrounding the formation of the joint ventures: $46.5 million in 2014, $24.6 million in 2013, and $5.6 million in 2012. The SEC is questioning whether those gains should have been consolidated. If so, those gains would have to be reversed and treated as noncontrolling interests.
Shares of Iconix fell 6.2 percent in early morning trading Monday to $13.99, after it was also disclosed that second-quarter results missed analysts estimates for both earnings per share and revenues.
For the three months ended June 30, net income fell 58.2 percent to $14.8 million, or 30 cents a diluted share, from $35.3 million, or 60 cents, a year ago. Total revenues were down 17.2 percent to $98.5 million from $118.9 million, which included a 0.9 percent gain in licensing revenue to $98.5 million from $97.5 million. Wall Street was expecting adjusted diluted EPS of 45 on revenues of $113 million.
As reported on Thursday, Iconix’s founder and longtime chairman and chief executive officer Neil Cole is stepping down. On Friday ratings agency Standard & Poor Rating Services placed the company’s “B-plus” corporate credit rating on “CreditWatch Negative,” reflecting the management change.
Cole’s stepping aside is the latest in a series of leadership changes at the company.
In April, Seth Horowitz resigned as chief operating officer, a post he held for just over a year. The company at the time said it had no plans to seek a successor for the post. Horowitz joined Iconix in April 2012 as president of its men’s division and was promoted to his most recent post in March 2014.
A month before that in March, chief financial officer Jeff Lupinacci resigned. David Jones was named cfo and executive vice president in June.
S&P said while the company has indicated that the departures of Horowitz and Lupinacci “are unrelated, they nevertheless heighten the risk that operating performance will deteriorate because licensees’ renewals may decline.” The ratings agency noted that changes in management could slow growth during the next one to two years as a new team develops and implements a new strategy.
But there also may be more surprises to come. Since the resignations of Lupinacci and Horowitz, there have been several law firms specializing in securities violations seeking information for a possible class-action lawsuit. The law firm of Glancy Prongay & Murray LLP filed a lawsuit seeking class-action status in June against Iconix in a Manhattan federal court. A second one was filed a few days later by Pomerantz LLP. Both suits allege securities law violations. The two complaints also name Cole and Lupinacci defendants.
Given the open questions surrounding the firm, even analysts, once top cheerleaders of the company and its business model, are taking a wait-and-see approach.
On Friday Wunderlich Securities Inc.’s Eric Beder downgraded the stock to “Hold” from “Buy.” The analyst said he “would be surprised if the company has a new ceo before 2016.” Speculating that the “board asked Mr. Cole to resign,” Beder said “lack of realism and organic growth declines doomed Mr. Cole.”
That analyst said Iconix began experiencing organic revenue declines driven by maturing brands. Beder said that instead of shifting the business model to focus on cash flow, management “resorted to one-time items, joint ventures and asset sales to provide the illusion of organic growth.” He estimated that one-time items contributed 16 percent of 2014 revenues. Beder said his downgrade reflects the fact that the “model has become increasingly unsustainable and that the architect is now gone.”
An added problem is that the top three C-level executives are either replaced or gone, leaving “virtually no credibility” to the management near term, Beder said.
The company said Cole will continue in the role of special adviser through Sept. 30 to assist with the transition. Peter Cuneo, a board member, will serve as chairman and interim ceo. The company has formed a search committee to evaluate candidates to serve as the company’s next ceo and plans to hire an executive search firm to help with the process.
It was Cuneo who was on the conference call to Wall Street analysts after the earnings report.
Cuneo said he plans to be an “active interim ceo.” Emphasizing his optimism about the future of the company, Cuneo also said: “I will not be deferring any important decisions until the arrival of the new ceo.” He also told analysts that be believes that the “issues disclosed by the company can and will be resolved.”