Centric Brands Inc. Receives Notification of Deficiency from Nasdaq Related to Delayed Filing of Annual Report on Form 10-K
April 22 2019 - 4:15PM
Business Wire
Centric Brands Inc. (the “Company”) (NASDAQ: CTRC), a leading
lifestyle brands collective, formerly Differential Brands Group
Inc., today announced that it received a standard notice from The
Nasdaq Stock Market LLC (“Nasdaq”) stating that, as a result of not
having timely filed its annual report on Form 10-K for the year
ended December 31, 2018 (the “Form 10-K”), the Company is not in
compliance with Nasdaq Listing Rule 5250(c)(1), which requires
timely filing of periodic financial reports with the Securities and
Exchange Commission (“SEC”). This notice has no immediate effect on
the listing or trading of the Company’s common stock on the Nasdaq
Capital Market.
Under Nasdaq’s listing rules, the Company has 60 calendar days
from the date of the notice, or until June 17, 2019, to submit a
plan to regain compliance. If the plan is accepted by Nasdaq, the
Company can be granted up to 180 calendar days, or until October
14, 2019 from the Form 10-K's due date (as extended by Rule 12b-25
under the Securities Exchange Act of 1934, as amended), to
regain compliance. The Company is working diligently and expects to
file the Form 10-K with the SEC prior to the due date of such plan
to regain compliance with the Nasdaq Listing Rules. If the Company
cannot file the Form 10-K with the SEC prior to such due date, the
Company intends to submit such plan to Nasdaq within the timeline
prescribed by Nasdaq to regain compliance with the Nasdaq Listing
Rules.
As previously disclosed in its Notification of Late Filing on
Form 12b-25 filed with the SEC on April 1, 2019, the Company is
delayed in its filing of its Form 10-K as a result of delays in
consolidating into the Company’s financial statements the results
of operations of the previously announced acquisition of a
significant portion of Global Brands Group Holding Limited’s North
American licensing business which occurred on October 29, 2018 (the
“Business”). As a result, the Company has also experienced delays
in its completion of the audit of its financial statements for the
year ended December 31, 2018 due to the complexity and significant
scope of work required to account for the Business as well as
efforts related to preparing the Item 9.01 financial statements
required to be filed on the Form 8-K/A reflecting the acquisition
of the Business.
About Centric Brands Inc.
Centric Brands (NASDAQ: CTRC) is a leading lifestyle brands
collective, bringing together creative minds from the worlds of
fashion and commerce, sourcing, technology, marketing and digital.
We design, produce, manage and build kids’ wear and women’s and
men’s accessories and apparel and distribute our products across
all retail and digital channels in North America and select
international markets. We also license over 100 brands across
our core product categories including kids’, women’s and men’s
accessories and apparel. Our company-owned brands include Hudson®,
a designer and marketer of women's and men's premium, branded denim
and apparel, Robert Graham®, a sophisticated, eclectic apparel and
accessories brand seeking to inspire a global movement, and SWIMS®,
a Scandinavian lifestyle brand best known for its range of
fashion-forward, water-friendly footwear, apparel and accessories.
We employ approximately 4,000 employees in offices in New York
City, Greensboro, Los Angeles, Montreal and Toronto, and in stores
throughout North America. For more information, please visit
Centric Brands’ website: www.centricbrands.com.
Forward-Looking Statements
This release contains forward-looking statements within the
meaning of the safe harbor provisions of the Private Securities
Litigation Reform Act of 1995, as amended, Section 27A of the
Securities Act of 1933, as amended, and Section 21E of the
Securities Exchange Act of 1934, as amended. The matters discussed
in this news release involve estimates, projections, goals,
forecasts, assumptions, risks and uncertainties that could cause
actual results or outcomes to differ materially from those
expressed in the forward-looking statements. All statements in this
news release that are not purely historical facts are
forward-looking statements, including statements containing the
words “may,” “will,” “expect,” “anticipate,” “intend,” “estimate,”
“continue,” “believe,” “plan,” “project,” “will be,” “will
continue,” “will likely result” or similar expressions. Any
forward-looking statement inherently involves risks and
uncertainties that could cause actual results to differ materially
from the forward-looking statements. Factors that would cause or
contribute to such differences include, but are not limited to: the
impact of the transaction and the delinquent filings on the
Company’s stock price; the ability of the Company to file its
delinquent filings in the prescribed time periods and its ability
to meet the continued listing requirements of the Nasdaq Stock
Exchange or SEC rules and regulations, the anticipated benefits of
the transaction on its financial results, business performance and
product offerings, the Company’s ability to successfully integrate
GBG’s business and realize cost savings and any other synergies;
the risk that the credit ratings of the combined company or its
subsidiaries may be different from what the Company expects; the
risk of intense competition in the denim and premium lifestyle
apparel industries; the risk that the Company’s substantial
indebtedness could adversely affect the Company’s financial
performance and impact the Company’s ability to service its
indebtedness; the risks associated with the Company’s foreign
sourcing of its products, including in light of potential changes
in international trade relations and tariffs brought on by the
current U.S. presidential administration; risks associated with the
Company’s third-party distribution system; continued acceptance of
our product, product demand, competition, capital adequacy, general
economic conditions and the potential inability to raise additional
capital if required; the risk that the Company will be unsuccessful
in gauging fashion trends and changing customer preferences; the
risk that changes in general economic conditions, consumer
confidence, or consumer spending patterns, including consumer
demand for denim and premium lifestyle apparel, will have a
negative impact on the Company’s financial performance or
strategies and the Company’s ability to generate cash flows from
its operations to service its indebtedness; the highly competitive
nature of the Company’s business in the United States and
internationally and its dependence on consumer spending patterns,
which are influenced by numerous other factors; the Company’s
ability to respond to the business environment and fashion trends;
continued acceptance of the Company’s brands in the marketplace;
risks related to the Company’s reliance on a small number of large
customers; risks related to the Company’s ability to implement
successfully any growth or strategic plans; risks related to the
Company’s ability to manage the Company’s inventory effectively;
the risk of cyber-attacks and other system risks; risks related to
the Company’s ability to continue to have access on favorable terms
to sufficient sources of liquidity necessary to fund ongoing cash
requirements of the Company’s operations or new acquisitions; risks
related to the Company’s ability to continue to have access on
favorable terms to sufficient sources of liquidity necessary to
fund ongoing cash requirements of its operations or new
acquisitions; risks related to the Company’s pledge of all its
tangible and intangible assets as collateral under its financing
agreements; risks related to the Company’s ability to generate
positive cash flow from operations; risks related to a possible
oversupply of denim in the marketplace; and other risks. The
Company discusses certain of these factors more fully in its
additional filings with the SEC, including its annual report on
Form 10-K for the fiscal year ended December 31, 2017 and
subsequent quarterly reports on Form 10-Q filed with the SEC, and
this release should be read in conjunction with those reports,
together with all of the Company’s other filings, including current
reports on Form 8-K, through the date of this release. The Company
urges you to consider all of these risks, uncertainties and other
factors carefully in evaluating the forward-looking statements
contained in this release.
Readers are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date hereof.
Since the Company operates in a rapidly changing environment, new
risk factors can arise and it is not possible for the Company’s
management to predict all such risk factors, nor can the Company’s
management assess the impact of all such risk factors on the
Company’s business or the extent to which any factor, or
combination of factors, may cause actual results to differ
materially from those contained in any forward-looking statements.
The Company’s future results, performance or achievements could
differ materially from those expressed or implied in these
forward-looking statements. The Company does not undertake any
obligation to publicly revise these forward-looking statements to
reflect events or circumstances occurring after the date hereof or
to reflect the occurrence of unanticipated events, except as may be
required by law.
View source
version on businesswire.com: https://www.businesswire.com/news/home/20190422005503/en/
Investor RelationsICR - Tom Filandro/Caitlin
Morahan203-682-8200CentricBrandsIR@icrinc.comorMedia
RelationsICR - Jessica Liddell/Brittany
Fraser203-682-8200CentricBrandsPR@icrinc.com
Centric Brands (NASDAQ:CTRC)
Historical Stock Chart
From Jul 2024 to Jul 2024
Centric Brands (NASDAQ:CTRC)
Historical Stock Chart
From Jul 2023 to Jul 2024