NEW YORK---NexCen Brands, Inc. (NASDAQ:NEXC - News) today provided a business update.
The company announced that it will delay the filing of its Quarterly
Report on Form 10-Q for the quarter ended March 31, 2008 and that it
expects to amend the company’s Annual Report
on Form 10-K for the fiscal year ended December 31, 2007. The company
filed a Current Report on Form 8-K this morning which provides more
detail on these matters.
In the course of preparing its first quarter 2008 10-Q and following the
appointment of its new Chief Financial Officer, the company conducted a
review of its prior public filings, including the terms of the January
2008 amendments to its bank credit facility. NexCen’s
bank credit facility with BTMU Capital Corporation was amended in
January 2008 at the time of the acquisition of the Great American Cookie
business. The amendments allowed NexCen to borrow an additional $70
million to finance a portion of the acquisition purchase price and
included an accelerated-redemption feature applicable to $35 million of
the $70 million. Specifically, the amendments require that the $35
million be reduced to $5 million by October 17, 2008. The company
concluded that disclosures regarding the accelerated-redemption feature
of its bank credit facility, as well as other changes that reduced the
amount of cash available to the company for general use, were not
contained in the company’s 2007 Annual
Report on Form 10-K or the January 29, 2008 Current Report on Form 8-K
filed in connection with the acquisition of Great American Cookies.
Based on information that is now known, the company believes that there
is substantial doubt about its ability to continue as a going concern,
and pending completion of an independent review discussed below, that
this substantial doubt also may have existed at the time the company
filed its 2007 10-K. The company is continuing to review all of the
relevant facts and circumstances. To assist in evaluating and resolving
these matters, the audit committee of the company’s
Board of Directors has retained independent counsel to conduct an
independent review of the situation. The company has concluded that its
2007 financial statements should no longer be relied upon and no
reliance should be placed upon KPMG’s audit
report dated March 20, 2008, or its report dated March 20, 2008 on the
effectiveness of internal control over financial reporting as of
December 31, 2007, as contained in the company’s
2007 10-K.
The company will determine what changes need to be made to its 2007 10-K
and expects the changes may include additional footnote disclosure in
the audited financial statements regarding amendments to its bank credit
facility, footnote disclosure regarding going concern considerations,
and updates to certain other disclosures relating to the amendments to
the bank credit facility and the company’s
liquidity and financial condition. KPMG is also expected to amend its
audit report dated March 20, 2008. However, the company does not expect
there to be any changes to its 2007 financial results.
The company is notifying The Nasdaq Stock Market that it will not timely
file its first quarter 2008 10-Q with the Securities Exchange
Commission. As a result of the delayed filing, NexCen will not be in
compliance with the Nasdaq Marketplace Rule 4310(c)(14) that requires
that the company timely file all required reports with the SEC to
satisfy continued listing.
The company intends to file its first quarter 2008 10-Q and to amend its
2007 10-K, to the extent required, as promptly as possible following the
resolution of the aforementioned matters.
Strategic Alternative Review
NexCen also announced today that the company is actively exploring all
strategic alternatives to enhance its liquidity, including potential
capital market transactions, the possible sale of one or more of its
businesses, and discussions with the company’s
lender. In addition, the company will take immediate steps to reduce
operating expenses.
Preliminary Selected First Quarter 2008 Operating Results
The company also reported today the following preliminary financial
results for the first quarter ended March 31, 2008. First quarter 2008
results reflect the significant number of acquisitions completed during
2007 and the acquisitions of Shoebox New York and Great American Cookies
completed in January 2008.
The company expects to report revenues of $13.9 million in the first
quarter of 2008 compared with $3.9 million in the first quarter of 2007
and $10.2 million in the fourth quarter of 2007.
Additional preliminary first quarter results include:
-
Royalty revenue of $5.6 million versus $2.2 million in the first
quarter last year.
-
Licensing revenue of $3.7 million versus $1.6 million in the prior
year first quarter.
-
Manufacturing (cookie-dough) revenue of $3.1 million from Great
American Cookies which was acquired in January 2008.
-
Franchisee fee revenue of $1.6 million versus $0.1 million in the
first quarter last year.
-
The pipeline of letters of intent for new franchise stores grew during
the first quarter from 151 to 410 stores.
-
Total store count at the end of the first quarter was 1,905 stores.
NexCen’s prior guidance for its expected
financial results for 2008 is no longer applicable.
Conference Call
We will host a conference call today at 9:00 a.m. ET. A live webcast of
the conference call will be available at the NexCen website, www.nexcenbrands.com,
or www.InvestorCalendar.com.
You may participate on the call at the following telephone numbers:
(877) 407-8033 (domestic); (201) 689-8033 (international). No access
code is required.
A replay of the call will be available through May 26. To access the
replay, please call (877) 660-6853 (domestic) or (201) 612-7415
(international); account # 286; conference ID 283880. An online archive
will also be available on the company’s
website for at least 30 days.
About NexCen Brands
NexCen acquires and manages global brands, generating revenue through
licensing and franchising. We currently own and license the Bill Blass
and Waverly brands, as well as seven franchised brands. Two franchised
brands – The Athlete’s
Foot and Shoebox New York – sell retail
footwear and accessories. Five are quick-service restaurants –
Marble Slab Creamery, MaggieMoo’s, Pretzel
Time, Pretzelmaker, and Great American Cookies.
The company licenses and franchises its brands to a network of leading
retailers, manufacturers and franchisees that generate $1.3 billion in
retail sales in more than 50 countries around the world. Our franchisees
operate approximately 1,900 franchised stores. Franchisee support and
training is provided at NexCen University, a state-of-the-art facility
located in Atlanta.
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 expectations for the development of
our business, plans to expand the offerings of our brands and
businesses, expectations for the future performance of our brands and
comments about estimated or anticipated future financial results. 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) as a
result of our inability to file our Quarterly Report on Form 10-Q for
the quarter ended March 31, 2008 within the required timeframe and the
possible need to amend our Annual Report on Form 10-K for the year ended
December 31, 2007, it is possible that we may be subject to the Nasdaq
delisting proceedings, governmental investigations and third-party
claims, (2) our acquisitions may not be successful, may involve
unanticipated costs or difficulties or delays in being integrated with
our existing operations, or may disrupt our existing operations, (3) we
may not be successful in operating or expanding our brands or
integrating our acquisitions into our overall business strategy, (4) any
failure to meet our debt obligations would adversely affect our business
and financial conditions, and our need for additional near-term
liquidity could result in a sale of one or more of our businesses at
less than an optimal price or an inability to continue to operate one or
more of our businesses, (5) our marketing, licensing and franchising
concepts and programs may not result in increased revenues, expansion of
our franchise network or increased value for our trademarks and
franchised brands, (6) we depend on the success of our licensees and
franchisees for future growth, (7) our near-term liquidity needs and the
impact of our failure to file our required periodic reports on a timely
basis may adversely affect our ability to retain existing, or attract
new, employees, franchisees, and licenses, (8) our near term liquidity
needs may be higher or lower than our current expectations and (9) 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.