form8-k.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): May 11, 2009
Playboy
Enterprises, Inc.
_______________________________________________
(Exact
name of registrant as specified in its charter)
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Delaware
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001-14790
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36-4249478
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(State
or other jurisdiction of incorporation)
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(Commission
File Number)
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(IRS
Employer Identification No.)
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680
North Lake Shore Drive, Chicago, Illinois 60611
__________________________________________
(Address
of principal executive offices) (Zip Code)
Registrant’s
telephone number, including area code: (312) 751-8000
Not
applicable.
_____________________________________________________
(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:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section
2—Financial Information
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Item
2.02.
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Results
of Operations and Financial
Condition.
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As
previously announced, in concert with the integration of its publishing and
online businesses, Playboy Enterprises, Inc., or the Company, has moved the
reporting of its online/mobile business from the Entertainment Group into the
new Print/Digital Group, formerly the Publishing Group. The Print/Digital Group
will focus on creating brand-consistent content that extends across print and
digital platforms. As required by Financial Accounting Standards Board,
or FASB, Statement of Financial Accounting Standards No. 131, “Disclosure about Segments of
an Enterprise and Related Information,” the consolidated financial statements
issued by the Company in its Quarterly Report on Form 10-Q for the quarter ended
March 31, 2009 reflect, and the consolidated financial statements issued by the
Company in the future will reflect, this change in the Company’s reportable
business segments, including reclassifications of all comparative prior period
segment information.
In addition, effective
January 1, 2009, the Company adopted
FASB Staff Position No. APB 14-1, “Accounting for Convertible Debt Instruments
That May Be Settled in Cash upon Conversion (Including Partial Cash
Settlement),” or FSP APB 14-1. FSP APB 14-1 specifies that issuers of
convertible debt instruments that may be settled in cash upon conversion should
separately account for the liability and equity components of the instrument in
a manner that will reflect the entity’s nonconvertible debt borrowing rate when
interest cost is recognized in subsequent periods. The Company adopted FSP APB
14-1 effective January 1, 2009 and applied FSP APB 14-1 retrospectively to all
prior periods. In applying FSP APB 14-1, the Company reclassified $29.1 million
of the carrying value of our 3.00% convertible senior subordinated notes due
2025, or convertible notes, and $1.2 million of the issuance costs related to
the convertible notes to equity retroactive to the March 2005 issuance date.
These amounts represent the equity component of the proceeds from the notes
calculated assuming a 7.75% nonconvertible borrowing rate. The discount is being
accreted to “Interest expense” and the debt issuance costs are being amortized
to “Amortization of deferred financing fees” over a seven-year term, which
represents the period beginning on the issuance date of the notes of March 15,
2005 and ending on the first put date of March 15, 2012. Accordingly, the
Company recorded $4.0 million, $3.8 million, $3.5 million and $2.6 million of
additional noncash interest expense and $0.3 million, $0.2 million, $0.3 million
and $0.2 million of additional amortization of deferred financing fees, or
$0.13, $0.12, $0.11 and $0.08 per basic and diluted share on a combined basis in
2008, 2007, 2006 and 2005, respectively.
Attached and incorporated herein by
reference as Exhibit 99.1 is certain annual and quarterly financial information,
presented on a basis that reflects the results of the above-mentioned change in
the Company’s reportable business segments, including the reclassification of
previously published segment data, and the adoption of FSP APB
14-1.
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Item
7.01.
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Regulation
FD Disclosure.
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The information set forth under Item
2.02 of this report is incorporated herein by reference.
The information set forth under “Item
2.02. Results of Operations and Financial Condition” and “Item 7.01. Regulation
FD Disclosure,” including the Exhibit attached hereto, shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor
shall it be deemed incorporated by reference in any filing under the Securities
Act of 1933, except as shall be expressly set forth by specific reference in
such filing.
Section
9—Financial Statements and Exhibits
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits
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99.1
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Condensed
Consolidated Statements of Operations
(Unaudited).
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SIGNATURES
Pursuant
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 hereunto
duly authorized.
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Date: May
11, 2009
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PLAYBOY
ENTERPRISES, INC.
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By:
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/s/
Linda G. Havard
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Linda
G. Havard
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Executive
Vice President and
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Chief
Financial Officer
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Exhibit
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Number
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Description
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99.1
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Condensed
Consolidated Statements of Operations
(Unaudited).
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