• Save
Q2 2009 Earning Report of NexCen Brands, Inc.
Upcoming SlideShare
Loading in...5
×
 

Q2 2009 Earning Report of NexCen Brands, Inc.

on

  • 701 views

 

Statistics

Views

Total Views
701
Views on SlideShare
701
Embed Views
0

Actions

Likes
0
Downloads
0
Comments
0

0 Embeds 0

No embeds

Accessibility

Categories

Upload Details

Uploaded via as Adobe PDF

Usage Rights

© All Rights Reserved

Report content

Flagged as inappropriate Flag as inappropriate
Flag as inappropriate

Select your reason for flagging this presentation as inappropriate.

Cancel
  • Full Name Full Name Comment goes here.
    Are you sure you want to
    Your message goes here
    Processing…
Post Comment
Edit your comment

Q2 2009 Earning Report of NexCen Brands, Inc. Q2 2009 Earning Report of NexCen Brands, Inc. Document Transcript

  • FORM 8-K NexCen Brands, Inc. - NEXC Filed: July 01, 2009 (period: June 26, 2009) Report of unscheduled material events or corporate changes.
  • Table of Contents 8-K Item 2.02 Results of Operations and Financial Condition Item 2.06 Material Impairments Item 9.01 Financial Statements and Exhibits SIGNATURES EX-99.1 (Exhibits not specifically designated by another number and by investment companies)
  • UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 26, 2009 NEXCEN BRANDS, INC. (Exact Name of Registrant as Specified in Its Charter) Delaware (State or Other Jurisdiction of Incorporation) 000-27707 20-2783217 (Commission File Number) (IRS Employer Identification No.) 1330 Avenue of the Americas, 34th Floor, New York, NY 10019-5400 (Address of Principal Executive Offices) (Zip Code) (212) 277-1100 (Registrant’s Telephone Number, Including Area Code) (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): � Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) � Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) � Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) � Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Source: NexCen Brands, Inc., 8-K, July 01, 2009
  • Item 2.02 Results of Operations and Financial Condition On July 1, 2009, NexCen Brands, Inc. (the “Company”) issued a press release announcing certain selected preliminary unaudited financial results for the 2008 fiscal year and for the first quarter of 2009. A copy of the press release is furnished herewith as Exhibit 99.1 and is incorporated by reference herein. This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing. Item 2.06 Material Impairments On or about June 26, 2009, the Company’s management determined the estimated amount of non-cash impairment charges that it expects the Company will record in its 2008 financial statements. As announced in the press release referred to in Item 2.02 above, the Company expects that it will record total non-cash impairment charges of approximately $242 million in 2008, consisting of approximately $172 million related to continuing operations and approximately $70 million related to discontinued operations. The impairment charges reflect reductions in the carrying value of the Company’s trademarks, goodwill and other intangible assets. During the first quarter of 2009 in connection with the preparation of the Company’s annual financial statements for 2008, the Company’s management determined that a number of key events during 2008 made it likely that the carrying value of the Company’s trademarks, goodwill and other intangibles assets had been impaired. These key events include the deteriorating U.S. and international economic environment, the Company’s announced strategic plan to cease additional acquisition activity and divest certain brands, the Company’s liquidity constraints and the restructuring of its credit facility, the Company’s inability to timely file periodic reports with the Securities and Exchange Commission, its need to amend the 2007 Annual Report on Form 10-K, and declines in the Company’s overall financial condition and the trading price of its common stock. Management conducted impairment testing during the second quarter of 2009 to determine the amount and timing of the anticipated impairments. In addition to the impairment charges, the Company expects that it will record an aggregate loss on sale of approximately $7 million in the fourth quarter of 2008 in connection with its sale of the Bill Blass and Waverly brands. The loss on sale reflects net carrying value of assets of approximately $49 million offset by net proceeds received by the Company and reduction of the Company’s deferred tax liability on the sale. The Company sold the Waverly brand for $26 million in cash, plus the assumption of certain liabilities, in October 2008, and sold the Bill Blass brand for $10 million in cash in December 2008. Net sale proceeds were used to repay a portion of the Company’s outstanding bank debt. As a result of the impairment charges and the sale of the Bill Blass and Waverly businesses, the Company expects that its balance sheet at December 31, 2008 will not reflect any goodwill and will reflect the carrying value of its trademarks and other intangible assets of approximately $85 million. At March 31, 2008, aggregate goodwill, trademarks and other intangibles were valued at approximately $376 million. Source: NexCen Brands, Inc., 8-K, July 01, 2009
  • The final amount of the impairment charges and the loss on sale may differ from the amounts currently estimated by management. The Company expects that the impairment charges will be recorded in the quarters ended June 30, 2008 and September 30, 2008. The impairment charges and the loss on sale will be reflected in the Company’s financial statements for 2008, which as previously disclosed and as discussed in the press release referred to in Item 2.02 above, are in the process of being finalized. This Current Report on Form 8-K contains “forward-looking statements,” as such term is used in the Securities Exchange Act of 1934, as amended. Such forward-looking statements include those regarding the expected amount of impairment charges and loss on sale amounts. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties. They are not guarantees of future performance or results. The Company's actual results could differ materially from the results expressed in, or implied by, these forward-looking statements because the expected impairment and loss on sale amounts included in this Report are based on preliminary, unaudited results that are subject to change upon completion of the audit of the Company’s financial statements and finalization of its Annual Report on Form 10-K for year ended December 31, 2008. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. Item 9.01 Financial Statements and Exhibits (d) Exhibits 99.1 Press Release dated July 1, 2009. Source: NexCen Brands, Inc., 8-K, July 01, 2009
  • SIGNATURES According to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized on July 1, 2009. NEXCEN BRANDS, INC. /s/ Sue J. Nam By: Sue J. Nam Its: General Counsel Source: NexCen Brands, Inc., 8-K, July 01, 2009
  • 1330 Avenue of the Americas New York, NY 10019 Contact: Leigh Parrish/Stephanie Rich FD (212)850-5600 NexCen Brands Provides Business Update Reports Selected Preliminary First Quarter 2009 Operating Results and Highlights and Announces Second Quarter 2009 Highlights Reports Selected Preliminary Full Year 2008 Results NEW YORK – July 1, 2009 – NexCen Brands, Inc. (PINK SHEETS: NEXC.PK) today provided a business update. The Company reported selected preliminary unaudited financial results for the first quarter of 2009, announced second quarter 2009 operational highlights and reported selected preliminary unaudited financial results for the 2008 fiscal year. The Company is in the final stages of completing its 2008 audited financial statements and 2008 Annual Report on Form 10-K, along with the previously announced restatement and amendment of its 2007 Annual Report on Form 10-K. Selected Preliminary First Quarter 2009 Results and Highlights NexCen expects to report revenues from its franchise business, its only operating segment, of approximately $12 million for the first quarter of 2009, a $2 million and 15% increase over first quarter 2008 revenues of approximately $10 million. First quarter 2009 results fully reflect the acquisition of Great American Cookies and the joint venture interest in Shoebox New York, which were completed in January 2008. On a pro-forma basis, assuming these two transactions had been completed on January 1, 2008, revenues from continuing operations were approximately $12 million for the first quarter of 2008. The preliminary financial results for the first quarter of 2009 include: • Royalty and licensing revenues were approximately $6 million, 7% greater than the first quarter of 2008. • Plant revenue associated with the sale of cookie dough was approximately $5 million from Great American Cookies, which was acquired on January 28, 2008, approximately $2 million and 49% above first quarter 2008 revenue of approximately $3 million. Source: NexCen Brands, Inc., 8-K, July 01, 2009
  • • Franchise fee revenue from the sale of new franchises was approximately $1 million, a decline of approximately 20% from the first quarter of 2008. • The Company’s cash on hand at March 31, 2009 was approximately $8 million, remaining consistent with cash on hand at December 31, 2008. • The amount of the Company’s outstanding debt was approximately $142 million at March 31, 2009, remaining level with the amount of outstanding debt at December 31, 2008. • Deferred revenue related to the pipeline for franchise stores to be opened pursuant to executed Letters of Intent and Franchise Agreements was approximately $3 million at March 31, 2009, a decrease of approximately $2 million or 32% from $5 million at December 31, 2008. • The Company’s pipeline of franchised stores to be opened pursuant to Letters of Intent and Franchise Agreements was 310 stores at March 31, 2009 versus 379 stores at December 31, 2008, a decrease of 69 stores or 18%. • Total franchised locations were 1,772 stores at March 31, 2009 versus 1,824 stores at December 31, 2008, a decrease of 52 stores or 3%. During the first quarter of 2009, NexCen had 85 closings of franchised stores and 33 openings. o First quarter ending store count was 1,186 stores for QSR brands and 586 stores for Retail brands. o First quarter ending store count was 1,310 domestic locations and 462 international locations. • The Company’s overall effective interest rate and related interest expense related to its outstanding debt declined due to repayments of principal in the fourth quarter of 2008, modification of interest rates in the first quarter of 2009 and declines in LIBOR rates. The Company’s average effective interest rate for its credit facility was 6.8% and 6.6% in the first and second quarters of 2009, respectively, as compared to an average rate of 8.6% in the fourth quarter of 2008. The average monthly cash interest expense was $822,000 and $780,000 in the first and second quarters of 2009, respectively, as compared to average monthly cash interest expense of $1.0 million in the fourth quarter of 2008. Second Quarter 2009 Highlights The Company also provided an update today regarding business activities during the second quarter ending June 30, 2009, which includes: • The Company has executed franchise agreements for 20 new franchise units across its seven franchise businesses in the second quarter, versus franchise agreements for 24 new franchise units in the first quarter of 2009. • NexCen’s pipeline of franchise stores to be opened pursuant to Letters of Intent and Franchise Agreements increased to 367 stores at June 30, 2009 versus 310 stores at March 31, 2009. • The Company continued to expand its global footprint and international presence in the second quarter of 2009. o The 50th franchised Marble Slab Creamery store opened in Canada. Source: NexCen Brands, Inc., 8-K, July 01, 2009
  • o NexCen introduced its franchising concepts to five new countries: TAF (The Athlete’s Foot) to Lebanon and Botswana; Great American Cookies to Canada and Mexico; and Shoebox New York to Korea, where three locations have already opened and the fourth location is slated to open in July. o NexCen executed master development agreements for Marble Slab Creamery in Singapore and the United Arab Emirates, and for Shoebox New York in Kuwait. • NexCen continued to make progress with the integration of Pretzel Time and Pretzelmaker into one brand, Pretzelmaker, which will be the second largest pretzel concept in the United States by number of franchised stores. • The Company executed on much of its rebranding strategy for Marble Slab Creamery. It rolled out new packaging. It introduced a new Celebrity Sundae program with the help of three of the contestants from Season Five of the Bravo TV show “Top Chef,” Fabio Viviani, Carla Hall and Jeff McInnis. It launched a redesigned web site with online cake ordering functionality. The Company also is finalizing its new store design, which will be introduced this fall. Kenneth J. Hall, Chief Executive Officer of NexCen Brands, stated, “Our first quarter results and our franchise expansion activities are reflective of our efforts over the past year to streamline our business, reduce operating expenses, improve cash flow and grow our franchised brands. We have improved EBITDA and operating cash flows as compared to 2008, and we anticipate further improvements in these key metrics as we move forward in 2009. We also continue to execute on our four-pronged business strategy for 2009, to strengthen each of our brands, integrate our brands, increase profitability of our franchisees, and leverage our franchising platform. Overall, we are encouraged by our performance in our franchise business, despite a challenging economic environment. We believe we are now starting to see the fruits of our efforts to improve the business, after a difficult year in 2008.” 2008 Selected Preliminary Operating Results Continuing Operations: Franchise Business NexCen expects to report revenues from continuing operations of its franchise business of approximately $47 million for the year ended December 31, 2008 compared to approximately $20 million for the year ended December 31, 2007, an increase of $27 million or 139%. The results for 2008 fully reflect the acquisitions completed in 2007, and include the acquisition of Great American Cookies and the joint venture interest in Shoebox New York that were completed in January 2008. On a pro forma basis, assuming all acquisitions of franchised brands had been completed on January 1, 2007, revenues from continuing operations were approximately $50 million for 2007 and $49 million for 2008. The preliminary financial results for the year ended December 31, 2008 from continuing operations include: • Royalty and licensing revenues were approximately $26 million versus $16 million in 2007, an increase of approximately $10 million or 59%. Source: NexCen Brands, Inc., 8-K, July 01, 2009
  • • Franchisee fee revenue from the sale of new franchises was approximately $4 million, an increase of approximately 5% over 2007. • Plant revenue from our Great American Cookies factory, which was acquired in January 2008, was approximately $17 million. • The Company’s cash on hand at December 31, 2008 was approximately $8 million as compared to cash on hand of $47 million at December 31, 2007. • The amount of the Company’s outstanding debt was approximately $142 million at December 31, 2008, an increase of $32 million as compared to the amount of outstanding debt of approximately $110 million at December 31, 2007. The acquisition of Great American Cookies completed in January 2008 substantially increased the outstanding debt to approximately $179 million, which was then subsequently reduced. • Deferred revenue related to the pipeline of franchise stores to be opened pursuant to executed Letters of Intent and Franchise Agreements was approximately $5 million at December 31, 2008, an increase of approximately $1 million or 17% from $4 million at December 31, 2007. • The Company’s pipeline of franchised stores to be opened pursuant to Letters of Intent and Franchise Agreements was 379 stores at December 31, 2008 versus 394 stores at September 30, 2008, a decrease of 15 stores or 4% quarter over quarter. • Total franchised locations were 1,824 stores at December 31, 2008 versus 1,869 stores at December 31, 2007 (on a pro forma basis including the Great American Cookies stores as if we owned the brand on December 31, 2007), a decrease of 45 stores or 2%. In 2008, the Company had 221 closings of franchised stores and 176 openings. o 2008 ending store count was 1,205 stores for QSR brands and 619 stores for Retail brands. o 2008 ending store count was 1,335 domestic locations and 489 international locations. Discontinued Operations: Consumer Branded Licensing Business Revenues relating to NexCen’s consumer branded licensing business, which consisted of Bill Blass and Waverly, will be reported as discontinued operations due to the sale of those businesses completed in 2008. Material Increases in Operating Expenses The Company’s efforts in 2008 to stabilize its financial condition, enhance its liquidity and position itself for long-term viability and future growth had a significant negative impact on its 2008 financial results. The Company’s total operating expenses increased materially in 2008, as compared to 2007, due primarily to impairment related to intangible assets, significant increases in restructuring charges, loss on the sale of Bill Blass and Waverly, and increased professional fees related to internal and external investigations and the restructuring of its debt facility. Decreases in Value of Intangible Assets The Company expects that its balance sheet as of December 31, 2008 will reflect significant reductions in the value of its intangibles, which comprise its principal assets, due to anticipated impairment charges of approximately $242 million in 2008 and the sale of the Bill Blass and Waverly businesses. The anticipated loss on sale for those businesses is approximately $7 million. The Company is filing a Current Report on Form 8-K today which provides more detail on these matters. Source: NexCen Brands, Inc., 8-K, July 01, 2009
  • Kenneth J. Hall, Chief Executive Officer of NexCen, stated, “The past year was a significant transition year for NexCen as the Company went through dramatic change, including restructuring its debt facility, narrowing its strategic focus on franchising and completing the sale of Bill Blass and Waverly to reduce the Company’s debt. While our 2008 results will reflect significant losses as a result of the additional expenses and charges that the Company incurred as a result of these actions, we believe we have entered 2009 as a stronger company.” Status of Quarterly and Annual Filings The Company announced that it anticipates being able to file with the Securities and Exchange Commission (SEC) by July 31, 2009 an amended Annual Report on Form 10-K/A for the year ended December 31, 2007, which will include a restatement of its 2007 financial results. The Company anticipates being able to file by August 31, 2009 its Annual Report on Form 10-K for the year ended December 31, 2008 and its Quarterly Report on Form 10-Q for the quarter ending March 31, 2009. The Company plans to hold an investor conference call following each of these filings to review in greater detail the respective financial and operating results. About NexCen Brands, Inc. NexCen Brands, Inc. is a strategic brand management company with a focus on franchising. It owns a portfolio of franchise brands that includes two retail franchises: TAF™ and Shoebox New York ®, as well as five quick service restaurant (QSR) franchises: Great American Cookies®, MaggieMoo's®, Marble Slab Creamery®, Pretzelmaker® and Pretzel Time ®. The brands are managed by NexCen Franchise Management, Inc., a subsidiary of NexCen Brands. Forward-Looking Statement Disclosure This press release contains “forward-looking statements,” as such term is used in the Securities Exchange Act of 1934, as amended. Such forward-looking statements include those regarding expected cost savings, expectations for the future performance of our brands or expectations regarding the impact of recent developments on our business. When used herein, the words “anticipate,” “believe,” “estimate,” “intend,” “may,” “will,” “expect” and similar expressions as they relate to the Company or its management are intended to identify such forward-looking statements. Forward-looking statements are based on current expectations and assumptions, which are subject to risks and uncertainties. They are not guarantees of future performance or results. The Company's actual results, performance or achievements could differ materially from the results expressed in, or implied by, these forward-looking statements. Factors that could cause or contribute to such differences include: (1) our statements are based on preliminary unaudited results that are subject to change upon completion of the audit of the Company’s financial statements and finalization of its Annual Report on Form 10-K for year ended December 31, 2008, as well as review of the Company’s interim, unaudited financial statements and its Quarterly Reports on Form 10-Q for the periods ending March 31, 2009 and June 30, 2009, (2) the Company’s efforts to focus on the franchise business as its core business may not be successful and may not improve the performance of the Company; (3) economic conditions may deteriorate in international and domestic markets, which could negatively impact the Company’s business and financial performance, (4) our inability to file our financial reports within the prescribed timeframes, the need to amend our Annual Report on Form 10-K for the year ended December 31, 2007, and the failure to hold an annual meeting of stockholders for the fiscal year ended December 31, 2007 may subject us to governmental investigations or third-party claims, (5) continued delays in our compliance with the Securities and Exchange Commission’s filing requirements may negatively impact the Company, (6) increases in LIBOR, which affects the interest rate on approximately 61% of the debt outstanding under our current bank credit facility, will increase our interest expenses, (7) the substantial debt service obligations and extensive covenants in our bank credit facility may restrict our ability to respond to changing market conditions, and (8) other factors discussed in our filings with the Securities and Exchange Commission. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. _______________________________________________ Created by 10KWizard www.10KWizard.com Source: NexCen Brands, Inc., 8-K, July 01, 2009