Quarterly Report (10-q)

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

hour

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

☒	Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Quarterly Period Ended September 30, 2019

☐	Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the Transition Period From to .

Commission file number 1-10593

ICONIX BRAND GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware		11-2481903
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

1450 Broadway, New York, NY		10018
(Address of principal executive offices)		(Zip Code)

(212) 730-0030

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Common Stock, $0.001 par value

ICON

The Nasdaq Global Select Market

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of Common Stock, as of the latest practicable date.

As of November 8, 2019, 11,732,272 shares of the registrant’s Common Stock, par value $.001 were outstanding.

Part I. Financial Information

Item 1. Financial Statements

Iconix Brand Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except par value)

	September 30, 2019			December 31, 2018
Assets	(Unaudited)
Current Assets:
Cash and cash equivalents	$	44,041		$	66,609
Restricted cash		15,134			16,026
Accounts receivable, net		26,575			37,671
Contract asset		8,289			4,802
Other assets – current		45,601			28,057
Total Current Assets		139,640			153,165
Property and equipment:
Furniture, fixtures and equipment		22,885			22,525
Less: Accumulated depreciation		(18,940	)		(17,644	)
		3,945			4,881
Other Assets:
Other assets		5,501			5,979
Contract asset		9,951			14,560
Right-of-use asset		7,043			—
Trademarks and other intangibles, net		337,175			337,700
Investments and joint ventures		70,670			89,691
Goodwill		26,099			26,099
		456,439			474,029
Total Assets	$	600,024		$	632,075
Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued expenses	$	50,829		$	44,856
Deferred revenue		5,883			5,405
Current portion of long-term debt		61,417			54,263
Other liabilities – current		13,041			9,788
Total Current Liabilities		131,170			114,312
Deferred income tax liability		5,510			4,566
Long-term debt, less current maturities (includes $35,066 and $48,076, respectively, at fair value)		583,682			620,966
Other liabilities		9,223			3,829
Total Liabilities		729,585			743,673
Redeemable Non-Controlling Interest		34,931			34,137
Commitments and contingencies
Stockholders’ Deficit:
Common stock, $.001 par value shares authorized 260,000; shares issued 14,984 and 11,162, respectively		15			11
Additional paid-in capital		1,045,097			1,037,372
Accumulated losses		(329,288	)		(312,796	)
Accumulated other comprehensive loss		(57,715	)		(53,068	)
Less: Treasury stock – 3,369 and 3,323 shares at cost, respectively		(844,334	)		(844,253	)
Total Iconix Brand Group, Inc. Stockholders’ Deficit		(186,225	)		(172,734	)
Non-Controlling Interest, net of installment payments due from non-controlling interest holders		21,733			26,999
Total Stockholders’ Deficit		(164,492	)		(145,735	)
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Deficit	$	600,024		$	632,075

See Notes to Unaudited Condensed Consolidated Financial Statements.

Iconix Brand Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except earnings per share data)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
Licensing revenue	$	35,471		$	46,224		$	105,806		$	144,984
Selling, general and administrative expenses		26,318			30,197			60,846			92,437
Loss on termination of licenses		—			—			—			5,650
Depreciation and amortization		421			502			1,393			1,788
Equity earnings on joint ventures		(153	)		(967	)		(2,290	)		(2,212	)
Gain on sale of trademarks		—			—			—			(1,268	)
Goodwill impairment		—			—			—			37,812
Trademark impairment		—			4,386			—			77,721
Investment impairment		17,000			—			17,000			—
Operating income (loss)		(8,115	)		12,106			28,857			(66,944	)
Other expenses (income):
Interest expense		14,430			14,944			43,399			44,320
Interest income		(96	)		(89	)		(259	)		(304	)
Other (income) loss, net		11,971			(25,787	)		(6,821	)		(84,001	)
Gain on extinguishment of debt		—			—			—			(4,473	)
Foreign currency translation (gain) loss		391			301			760			453
Other expenses (income) – net		26,696			(10,631	)		37,079			(44,005	)
Income (loss) before income taxes		(34,811	)		22,737			(8,222	)		(22,939	)
(Benefit) provision for income taxes		(585	)		1,026			1,253			(128	)
Net income (loss)		(34,226	)		21,711			(9,475	)		(22,811	)
Less: Net income attributable to non-controlling interest		1,482			1,487			7,017			8,635
Net income (loss) attributable to Iconix Brand Group, Inc.	$	(35,708	)	$	20,224		$	(16,492	)	$	(31,446	)

Earnings (loss) per share:
Basic	$	(3.07	)	$	2.81		$	(1.62	)	$	(4.87	)
Diluted	$	(3.07	)	$	0.26		$	(1.62	)	$	(7.35	)
Weighted average number of common shares outstanding:
Basic		11,631			7,184			10,169			6,458
Diluted		11,631			17,591			10,169			12,310

See Notes to Unaudited Condensed Consolidated Financial Statements.

Iconix Brand Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Comprehensive (Loss) Income

(in thousands)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
Net income (loss)	$	(34,226	)	$	21,711		$	(9,475	)	$	(22,811	)
Other comprehensive (loss) income:
Foreign currency translation (loss) gain		(4,044	)		(729	)		(4,647	)		(3,509	)
Total other comprehensive (loss) income		(4,044	)		(729	)		(4,647	)		(3,509	)
Comprehensive income (loss)	$	(38,270	)	$	20,982		$	(14,122	)	$	(26,320	)
Less: comprehensive income attributable to non-controlling interest		1,482			1,487			7,017			8,635
Comprehensive income (loss) attributable to Iconix Brand Group, Inc.	$	(39,752	)	$	19,495		$	(21,139	)	$	(34,955	)

See Notes to Unaudited Condensed Consolidated Financial Statements.

Iconix Brand Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statement of Stockholders’ Deficit

(in thousands)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
Beginning balance (shares)		14,928			10,149			11,162			9,016
Shares issued on vesting of restricted stock		—			3			95			32
Shares issued on conversion of 5.75% Convertible Notes		56			—			3,727			1,104
Shares issued on payment of interest of 5.75% Convertible Notes		—			625			—			625
Common Stock (shares)		14,984			10,777			14,984			10,777

Beginning balance (amount)	$	15		$	10		$	11		$	9
Shares issued on conversion of 5.75% Convertible Notes		—			—			4			1
Shares issued on payment of interest of 5.75% Convertible Notes		—			1			—			1
Common Stock (amount)	$	15		$	11		$	15		$	11
Beginning balance		1,045,518			1,037,670			1,037,372			1,044,599
Shares issued on conversion of 5.75% Convertible Notes		46			—			6,225			12,693
Shares issued on payment of interest of 5.75% Convertible Notes		—			3,067			—			3,067
Write-off of equity component of 1.50% Convertible Notes		—			—			—			(23,250	)
Re-purchase of Umbro China Equity		(770	)		—			(770	)		—
Elimination of non-controlling interest related to the acquisition of additional interest in Hydraulic joint venture		—			—			—			2,097
Change in redemption value of redeemable non-controlling interest		—			—			1,586			—
Compensation expense in connection with restricted stock		362			(1,626	)		760			(108	)
Tax benefit related to amortization of convertible notes' discount		—			—			—			35
Foreign currency translation		(59	)		(7	)		(76	)		(29	)
Additional Paid-In Capital	$	1,045,097		$	1,039,104		$	1,045,097		$	1,039,104
Beginning balance		(293,580	)		(261,030	)		(312,796	)		(223,718	)
Cumulative effect of accounting change for adoption of ASU 606		—			—			—			16,540
Cumulative effect of accounting change for adoption of ASU 2016-01		—			—			—			(3,177	)
Change in redemption value of redeemable non-controlling interest		—			503			—			1,498
Net (loss) income		(35,708	)		20,224			(16,492	)		(31,446	)
Accumulated Losses	$	(329,288	)	$	(240,303	)	$	(329,288	)	$	(240,303	)
Beginning balance		(53,671	)		(50,883	)		(53,068	)		(51,280	)
Cumulative effect of accounting change for adoption of ASU 2016-01		—			—			—			3,177
Foreign currency translation		(4,044	)		(729	)		(4,647	)		(3,509	)
Accumulated Other Comprehensive Loss	$	(57,715	)	$	(51,612	)	$	(57,715	)	$	(51,612	)
Beginning balance		(844,334	)		(844,176	)		(844,253	)		(844,030	)
Shares repurchased on vesting of restricted stock		—			(1	)		(81	)		(147	)
Treasury Stock	$	(844,334	)	$	(844,177	)	$	(844,334	)	$	(844,177	)
Beginning balance		22,612			24,106			26,999			23,444
Cumulative effect of accounting change for adoption of ASC 606		—			—			—			1,176
Re-purchase of Umbro China Equity		(495	)		—			(495	)		—
Elimination of non-controlling interest related to the acquisition of additional interest in Hydraulic joint venture		—			—			—			(2,097	)
Payments from non-controlling interest holders, net of imputed interest		—			—			—			195
Reclass from redeemable NCI		—			—			(856	)		—
Net (loss) income		895			1,487			5,494			8,635
Distributions to joint ventures		(1,279	)		(3,525	)		(9,409	)		(9,285	)
Non-Controlling Interest	$	21,733		$	22,068		$	21,733		$	22,068
Total Stockholders' Deficit	$	(164,492	)	$	(74,909	)	$	(164,492	)	$	(74,909	)

See Notes to Unaudited Condensed Consolidated Financial Statements.

Iconix Brand Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

	For the Nine Months Ended September 30,
	2019			2018
Cash flows from operating activities:
Net income (loss)	$	(9,475	)	$	(22,811	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation of property and equipment		1,341			1,583
Amortization of trademarks and other intangibles		52			205
Amortization of deferred financing costs and debt discount		9,250			9,935
Third party fees associated with the issuance of 5.75% Convertible Notes		—			4,958
Interest expense on 5.75% Convertible Notes paid in shares		—			3,067
Stock-based compensation (benefit) expense		760			(108	)
Provision for doubtful accounts		(1,215	)		9,864
Periodic lease cost		1,648			—
Earnings on equity investments in joint ventures		(2,290	)		(2,212	)
Distributions from equity investments		1,981			3,021
Non-cash gain on re-measurement of equity investment		—			(8,410	)
Impairment of equity method investment		17,000			—
Contract asset impairment		4,622			575
Gain on sale of trademarks, net					(1,268	)
Trademark impairment		—			77,721
Goodwill impairment		—			37,812
Settlement of note receivable related to formation of Buffalo joint venture		—			1,141
Mark to market adjustment on convertible note		(8,350	)		(73,745	)
Loss (gain) on debt to equity conversions		1,568			(1,056	)
Gain on sale of Complex Media		—			(958	)
Gain on sale of interest in Ningbo Material Girl		(209	)		—
Gain on extinguishment of debt		—			(4,473	)
Income on other equity investment		200			364
Deferred income tax benefit		944			(4,905	)
Loss on foreign currency translation		760			453
Changes in operating assets and liabilities:
Accounts receivable		10,209			16,265
Other assets – current		(6,684	)		17,033
Other assets		151			(2,785	)
Deferred revenue		858			2,778
Accounts payable and accrued expenses		(6,254	)		(14,944	)
Other tax liabilities		—			(531	)
Other liabilities		(970	)		1,128
Net cash provided by operating activities		15,897			49,697
Cash flows provided by (used in) investing activities:
Purchases of property and equipment		(429	)		(776	)
Acquisition of trademarks from Iconix Southeast Asia		(2,067	)		(2,120	)
Acquisition of remaining interest in Iconix Canada		—			(7,053	)
Acquisition of Badgley Mischka and Sharper Image trademarks in certain international joint ventures		—			(1,289	)
Acquisition of additional interest in Iconix Australia, net of cash acquired		—			(649	)
Proceeds from sale of interest in Badgley Mischka in certain international joint ventures		—			2,500
Proceeds from sale of interest in Ningbo Material Girl		3,000			—
Proceeds from sale of Complex Media		—			958

Proceeds from note receivable from formation of Buffalo joint venture		—			1,409
Additions to trademarks		(3,898	)		(284	)
Net cash used in investing activities		(3,394	)		(7,304	)
Cash flows provided by (used in) financing activities:
Prepaid financing costs		—			(5,423	)
Proceeds from long-term debt, net of discount and fees		—			95,700
Payment of long-term debt		(26,369	)		(145,655	)
Proceeds from sale of trademarks and related notes receivable from consolidated JVs		—			195
Distributions to non-controlling interests		(9,409	)		(13,693	)
Tax benefit related to amortization of convertible notes' discount		—			35
Cost of shares repurchased on vesting of restricted stock		(81	)		(147	)
Net cash used in financing activities		(35,859	)		(68,988	)
Effect of exchange rate changes on cash and restricted cash		(104	)		(466	)
Net decrease in cash and cash equivalents, and restricted cash		(23,460	)		(27,061	)
Cash, cash equivalents, and restricted cash, beginning of period		82,635			114,693
Cash, cash equivalents, and restricted cash, end of period	$	59,175		$	87,632

Supplemental disclosure of cash flow information:

	For the Nine Months Ended September 30,
	2019		2018
Cash paid during the period:
Income taxes (net of refunds received)	$	10,363	$	(6,413	)
Interest	$	35,666	$	30,334
Non-cash investing and financing activities:
Non-cash additions to operating lease assets	$	10,462	$	—
Shares issued upon conversion of debt to equity	$	6,229	$	12,694

See Notes to Unaudited Condensed Consolidated Financial Statements.

Iconix Brand Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

September 30, 2019

(dollars in thousands (unless otherwise noted) except per share data)

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management of Iconix Brand Group, Inc. (the “Company,” “we,” “us,” or “our”), all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended September 30, 2019 (“Current Quarter”) and the nine months ended September 30, 2019 (“Current Nine Months”) are not necessarily indicative of the results that may be expected for a full fiscal year. The interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

During the Current Nine Months, the Company adopted one new accounting pronouncement. Refer to Note 20 for further details.

Certain reclassifications, which were immaterial, have been made to conform prior year data to the current presentation. During the Current Nine Months, the Company also made a reclassification between redeemable noncontrolling interest and noncontrolling interest.

Liquidity

These consolidated financial statements are prepared on a going concern basis that contemplates the realization of cash flows from assets and discharge of liabilities, in each case, in the ordinary course of business consistent with the Company’s prior periods. Based on the Company’s financial plans and projections for 2019 and 2020, which assumes the realization of significant cost savings, among other things, from the successful implementation of the Company’s current strategic initiatives, the Company does not expect the occurrence of any payment defaults on its outstanding debt facilities in the next twelve months, and otherwise expects to generate sufficient cash to meet its operating cash flow needs and maintain compliance with the financial covenants set forth in its various debt facilities during such period.

For additional information, please refer to Note 1 of Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Reverse Stock Split

On March 14, 2019, the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”) of its common stock. Unless the context otherwise requires, all share and per share amounts in this quarterly report on Form 10-Q have been adjusted to reflect the Reverse Stock Split. Refer to Note 9 for further details.

2. Revenue Recognition

Licensing Revenue

The Company licenses its brands across a broad range of product categories, including fashion apparel, footwear, accessories, sportswear, home furnishings and décor, and beauty and fragrance. The Company seeks licensees with the ability to produce and sell quality products in their licensed categories and to meet and exceed minimum sales and royalty payment thresholds.

The Company maintains direct-to-retail and traditional wholesale licenses. Typically, in a direct-to-retail license, the Company grants exclusive rights to one of its brands to a national retailer for a broad range of product categories. Direct-to-retail licenses provide retailers with proprietary rights to national brands at favorable economics. In a traditional wholesale license, the Company grants the right to a specific brand to a single or small group of related product categories to a wholesale supplier, who is permitted to sell licensed products to multiple retailers within an approved distribution channel.

The Company’s license agreements typically require the licensee to pay the Company royalties based upon net sales with guaranteed minimum royalties in the event that net sales do not reach certain specified targets. The Company’s licenses also typically require the licensees to pay to the Company certain minimum amounts for the advertising and marketing of the respective licensed brands.

Licensing revenue is comprised of revenue related to the Company’s entry into various trade name license agreements that provide revenues based on minimum royalties and advertising/marketing fees and additional revenues based on a percentage of defined sales. In accordance with ASC Topic 606 – Revenue from Contracts with Customers (“Topic 606”), the Company recognizes the minimum royalty revenue on a straight-line basis over the entire contract term and royalties exceeding the defined minimum amounts in a specific contract year (sales-based royalties), as defined in each license agreement, are recognized only in the subsequent periods to when the minimum guarantee for the contract year has been achieved and when the later of the following events occur: (i) the subsequent sale occurs, or (ii) the performance obligation to which some or all of the sales-based royalty has been allocated has been satisfied (or partially satisfied).

The following table presents our revenues disaggregated by license type:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
Licensing revenue by license type:
Direct-to-retail license	$	11,146	$	19,344	$	31,263	$	60,651
Wholesale licenses		24,206		26,682		73,758		81,238
Other licenses		119		198		785		3,095
	$	35,471	$	46,224	$	105,806	$	144,984

The following table represents our revenues disaggregated by geography:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
Total licensing revenue by geographic region:
United States	$	21,613	$	29,430	$	63,219	$	96,532
Other ⁽¹⁾		13,858		16,794		42,587		48,452
	$	35,471	$	46,224	$	105,806	$	144,984

⁽¹⁾	No single country outside of the United States represented 10% or more of the Company’s revenues in the periods presented.

Remaining Performance Obligation

We enter into long-term license agreements with our licensees across all operating segments. Revenues are recognized on a straight-line basis consistent with the nature, timing and extent of our services, which primarily relate to the ongoing brand management and maintenance of the intellectual property. As of October 1, 2019, the Company and its joint ventures had a contractual right to receive over $379.2 million of aggregate minimum licensing revenue over the balance and the terms of their current licenses, excluding any renewals.

As of September 30, 2019, future minimum license revenue to be recognized under our existing licenses is as follows: $24.8 million, $83.8 million, $64.9 million, $52.7 million, $44.8 million and $108.2 million for the remainder of FY 2019, FY 2020, FY 2021, FY 2022, FY 2023 and thereafter, respectively.

Contract Balances

Timing of revenue recognition may differ from the timing of invoicing to licensees. We record a receivable when amounts are contractually due or when revenue is recognized prior to invoicing. Deferred revenue is recorded when amounts are contractually due prior to satisfying the performance obligations of the contracts. For multi-year license agreements, as the performance obligation is providing the licensee with the right of access to the Company’s intellectual property for the contractual term, the Company uses a time-lapse measure of progress and straight lines the guaranteed minimum royalties over the contract term.

Contract Asset

We record contract assets when revenue is recognized in advance of cash payment being due from our licensees. As of September 30, 2019, our contract assets – current and long term contract assets were $8.3 million and $10.0 million, respectively, as compared to our contract assets – current and long term contract assets as of December 31, 2018 which were $4.8 million and $14.6 million, respectively. For the Current Quarter, the Company incurred an impairment loss of its contract assets of $4.0 million as a result of the termination of the Umbro China contract and certain other contract modifications as compared to $0.2 million for the Prior Year Quarter. For the Current Nine Months, the Company incurred an impairment loss of $4.6 million primarily as a result of the termination of the Umbro China contract and certain other contract modifications as compared to $0.6 million for the Prior Year Nine Months.

Deferred Revenue

We record deferred revenue when cash payment is received or due in advance of our performance, including amounts which are refundable. Advanced royalty payments are recognized ratably over the period indicated by the terms of the license and are reflected in the Company’s condensed consolidated balance sheet in deferred revenue at the time the payment is received. The increase in deferred revenues as of September 30, 2019 as compared to December 31, 2018 is primarily driven by cash payments received or due in advance of satisfying our performance obligations, offset by $3.9 million of revenues recognized that were included in the deferred revenue balance at the beginning of the period.

3. Goodwill and Trademarks and Other Intangibles, net

Goodwill

There were no changes and no impairment of the Company’s goodwill during the Current Nine Months as compared to a non-cash impairment charge of $37.8 million recorded in the Prior Year Nine Months, which was due to the projected decline in royalties associated with the license agreements for the Mossimo brand. Additionally, during the Prior Year Nine Months, the Company purchased an additional 5% ownership interest in Iconix Australia from its joint venture partner. As a result of this transaction, the Company recorded goodwill of less than $0.1 million. The annual evaluation of the Company’s goodwill, by segment, is typically performed as of October 1, the beginning of the Company’s fourth fiscal quarter.

Trademarks and Other Intangibles, net

Trademarks and other intangibles, net, consist of the following:

		September 30, 2019				December 31, 2018
	Estimated Lives in Years	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Indefinite-lived trademarks	Indefinite	$	337,159	$	—	$	337,631	$	—
Definite-lived trademarks	10-15		8,958		8,958		8,958		8,958
Licensing contracts	1-9		944		928		978		909
		$	347,061	$	9,886	$	347,567	$	9,867
Trademarks and other intangibles, net				$	337,175			$	337,700

The trademarks of Candie’s, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific, Danskin, Rocawear, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko, Zoo York, Ed Hardy, Umbro, Modern Amusement, Buffalo, Lee Cooper, Hydraulic and Pony have been determined to have an indefinite useful life. Each of these intangible assets are tested for impairment annually and as needed on an individual basis and territorial basis as separate single units of accounting, with any related impairment charge recorded to the income statement at the time of determining such impairment. The annual evaluation of the Company’s indefinite-lived trademarks is typically performed as of October 1, the beginning of the Company’s fourth fiscal quarter, or as deemed necessary due to the identification of a triggering event.

In April 2019, the Company bought back a revenue stream in the Ecko brand from a previous joint venture partner which resulted in an increase of $3.4 million to the Ecko trademark.

In accordance with ASC 350, there was no impairment of the indefinite-lived trademarks during the Current Quarter, or the Current Nine Months. In the Prior Year Quarter, the Company recorded a $4.4 million impairment of its Joe Boxer indefinite-lived trademark and in the Prior Nine Month period, the Company recorded a non-cash impairment charge of $73.3 million in the women’s segment to reduce the Mossimo trademark to fair value resulting in total impairment charges of $77.7 million. Further, in accordance with ASC 360, there were no impairment charges to the Company’s definite-lived trademarks during any periods presented.

During the Prior Year Nine Months, the Company completed the sale of the Badgley Mischka and Sharper Image intellectual property and related assets from the Iconix Southeast Asia, Iconix MENA, Iconix Europe and Iconix Australia joint ventures. Refer to Note 5 for further details.

Other amortizable intangibles represent licensing contracts, which are amortized on a straight-line basis over their estimated useful lives of 1 to 9 years. Certain trademarks are amortized using estimated useful lives of 10 to 15 years with no residual values.

Amortization expense for intangible assets for both the Current Quarter and Prior Year Quarter was less than $0.1 million. Amortization expense for intangible assets for the Current Nine Months was less than $0.1 million as compared to amortization expense for intangible assets of approximately $0.2 million for the Prior Year Nine Months.

4. Joint Ventures and Investments

Joint Ventures

As of September 30, 2019, the following joint ventures are consolidated with the Company:

Entity Name	Date of Original Formation / Investment	Iconix's Ownership % as of September 30, 2019	Joint Venture Partner	Put / Call Options, as applicable⁽²⁾
Lee Cooper China Limited	June 2018	100%	POS Lee Cooper HK Co. Ltd.		—
Starter China Limited	March 2018	100%	Photosynthesis Holdings Co. Ltd.		—
Danskin China Limited	October 2016	100%	Li-Ning (China) Sports Goods Co. Ltd.		—
Umbro China Limited	July 2016	100%⁽⁴⁾	Hong Kong MH Umbro International Co. Ltd.		—
US Pony Holdings, LLC	February 2015	75%	Anthony L&S Athletics, LLC		—
Iconix MENA Ltd.⁽¹⁾	December 2014	55%	Global Brands Group Asia Limited	Put / Call Options
Iconix Israel, LLC⁽¹⁾	November 2013	50%	MGS		—
Iconix Europe LLC⁽¹⁾⁽³⁾	December 2009	51%	Global Brands Group Asia Limited	Put / Call Options
Iconix Australia⁽¹⁾	September 2013	55%	Pac Brands USA, Inc.	Put / Call Options
Diamond Icon⁽¹⁾	March 2013	51%	Albion Agencies Ltd.
Buffalo brand joint venture⁽¹⁾	February 2013	51%	Buffalo International		—
Icon Modern Amusement, LLC⁽¹⁾	December 2012	51%	Dirty Bird Productions		—
Hardy Way, LLC	May 2009	85%	Donald Edward Hardy		—

⁽¹⁾

The Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company and its respective joint venture partner, the entity is a variable interest entity (VIE) and, as the Company has been determined to be the primary beneficiary, is subject to consolidation. The Company has consolidated this joint venture within its consolidated financial statements since inception. The liabilities of the VIE are not material and none of the VIE assets are encumbered by any obligation of the VIE or other entity.

⁽²⁾	Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for material terms of the put and call options associated with certain of the Company’s joint ventures.

⁽³⁾

In March 2019, the Company entered into an amendment to the Iconix Europe LLC Operating Agreement to extend the put/call options from the six month period commencing January 13, 2019 (as stipulated in the agreement) to a period commencing January 13, 2019 and ending on September 30, 2019. In September 2019, the Company entered into amendment to the Iconix Europe LLC Operating Agreement to extend the put/call options to a period ending on December 31, 2019.

⁽⁴⁾	In July 2019, pursuant to the operating agreement, the Company reacquired the remaining 5% ownership interest in Umbro China from MHMC, its joint venture partner, for approximately $1.3 million. As a result of this transaction, the Company now maintains 100% ownership interest in Umbro China.

Investments

Equity Method Investments

Entity Name	Date of Original Formation / Investment	Partner	Put / Call Options, as applicable⁽²⁾
Iconix India joint venture ⁽¹⁾	June 2012	Reliance Brands Ltd.		—
Iconix SE Asia, Ltd. ⁽¹⁾⁽³⁾	October 2013	Global Brands Group Asia Limited	Put / Call Options
MG Icon ⁽¹⁾	March 2010	Purim LLC		—

⁽¹⁾

⁽²⁾	Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2018 for material terms of the put and call options associated with the Company’s joint venture.

⁽³⁾

In March 2019, the Company entered into an amendment to the Iconix SE Asia, Ltd. Operating Agreement to extend the put/call options from the six month period commencing October 1, 2018 (as stipulated in the agreement) to a period commencing October 1, 2018 and ending on September 30, 2019. In September 2019, the Company entered into an amendment to the Iconix SE Asia, Ltd. Operating Agreement to extend the put/call options to a period ending on December 31, 2019.

Additionally, through its ownership of Iconix China Holdings Limited, the Company has equity interests in the following private companies which are accounted for as equity method investments:

		Ownership by	Value of Investment as of
Brands Placed	Partner	Iconix China	September 30, 2019		December 31, 2018
Candie’s	Candies Shanghai Fashion Co. Ltd.	20%	$	10,188	$	10,529
Marc Ecko	Shanghai MuXiang Apparel & Accessory Co. Limited	15%		2,270		2,270
Material Girl	Ningbo Material Girl Fashion Co. Ltd.⁽¹⁾	20%		—		2,129
Ecko Unltd	Ai Xi Enterprise (Shanghai) Co. Limited	20%		10,245		10,400
			$	22,703	$	25,328

⁽¹⁾

In March 2019, the Company sold its 20% interest in Ningbo Material Girl Fashion Co. Ltd. (“Material Girl China”) to Ningbo Peacebird Fashion & Accessories Co. Ltd. for $3.0 million in cash. Pursuant to the agreement, the sale price is further reduced by the initial cash investment of $0.2 million as well as $0.6 million on brand management expenses incurred since the inception of the Material Girl China entity, to total net proceeds of $2.2 million. Additionally, Purim LLC, our MG Icon partner, is entitled to 33.3% of the net proceeds (or approximately $0.7 million) resulting in the Company’s portion of the net proceeds from the transaction to be approximately $1.5 million. As a result of this transaction, the Company recognized a gain of $0.2 million which has been recorded within Other Income in the Company’s condensed consolidated statement of operations for the Current Nine Months.

Other Equity Investments

Entity Name

Date of Original

Formation / Investment

China Outfitters Holdings Ltd. ⁽²⁾

September 2008

Marcy Media Holdings, LLC ⁽¹⁾

July 2013

⁽¹⁾

In accordance with ASC 825, given that this investment does not have a readily determinable fair value and the Company does not have significant influence over the entity, the Company assesses this investment for potential impairment on a quarterly basis. The Company recorded an impairment charge during the Current Quarter in the amount of $17.0 million based on the estimated value that would be realized on the disposition of the Company’s equity interest in Marcy Media Holdings, LLC in connection with the Roc Parties Settlement (See Note 11).

⁽²⁾

As part of the2015 purchase of our joint venture partners’ interest in Iconix China, the Company acquired an equity investment in China Outfitters Holdings Ltd. As of September 30, 2019 and December 31, 2018, the fair value of this investment was approximately $0.9 million and $1.1 million, respectively, with the decrease in fair value of approximately $0.2 million recorded within Other Income on the Company’s condensed consolidated statement of operations.

5. Gains on Sale of Trademarks, Net

The following table details transactions comprising gains on sale of trademarks, net in the condensed consolidated statement of operations:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
Interest in Sharper Image trademark in Iconix Southeast Asia⁽¹⁾	$	—	$	—	$	—	$	236
Interest in Sharper Image trademark in Iconix Europe⁽¹⁾		—		—		—		352
Interest in Sharper Image trademark in Iconix MENA⁽¹⁾		—		—		—		250
Interest in Sharper Image trademark in Iconix Australia⁽¹⁾		—		—		—		125
Interest in Badgley Mischka trademark in Iconix Southeast Asia⁽²⁾		—		—		—		478
Interest in Badgley Mischka trademark in Iconix Europe⁽²⁾		—		—		—		(244	)
Interest in Badgley Mischka trademark in Iconix MENA⁽²⁾		—		—		—		71
Net gains on sale of trademarks	$	—	$	—	$	—	$	1,268

⁽¹⁾

In December 2016, the Company sold its rights to the Sharper Image intellectual property and related assets to 360 Holdings, Inc. The Sharper Image intellectual property and related assets within other foreign territories, which was owned by certain of the Company’s joint venture entities, required the Company to negotiate and finalize the sale of the intellectual property with its respective joint venture partners. As a result, in the Prior Year Nine Months, the Company recognized an additional combined gain of approximately $1.0 million upon final execution of the agreement for the sale of the Sharper Image intellectual property and related assets which were previously owned by the Iconix Southeast Asia, Iconix Europe, Iconix MENA and Iconix Australia joint ventures.

⁽²⁾

In February 2016, the Company sold its rights to the Badgley Mischka intellectual property and related assets to Titan Industries, Inc. in partnership with the founders, Mark Badgley and James Mischka, and the apparel license MJCLK LLC. The Badgley Mischka intellectual property and related assets within other foreign territories, which was owned by certain of the Company’s joint venture entities, required the Company to negotiate and finalize the sale of the intellectual property with its respective joint venture partners. As a result, in the Prior Year Nine Months, the Company recognized an additional combined net gain of approximately $0.3 million upon final execution of the agreement for the sale of the Badgley Mischka intellectual property and related assets which were previously owned by the Iconix Southeast Asia, Iconix Europe and Iconix MENA joint ventures.

6. Fair Value Measurements

ASC 820 “Fair Value Measurements” (“ASC 820”), establishes a framework for measuring fair value and requires expanded disclosures about fair value measurement. While ASC 820 does not require any new fair value measurements in its application to other accounting pronouncements, it does emphasize that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair value measurements, ASC 820 established the following fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs):

Level 1: Observable inputs such as quoted prices for identical assets or liabilities in active markets

Level 2: Other inputs that are observable directly or indirectly, such as quoted prices for similar assets or liabilities or market-corroborated inputs

Level 3: Unobservable inputs for which there is little or no market data and which requires the owner of the assets or liabilities to develop its own assumptions about how market participants would price these assets or liabilities

The valuation techniques that may be used to measure fair value are as follows:

(A) Market approach - Uses prices and other relevant information generated by market transactions involving identical or comparable assets or liabilities

(B) Income approach - Uses valuation techniques to convert future amounts to a single present amount based on current market expectations about those future amounts, including present value techniques, option-pricing models and excess earnings method

(C) Cost approach - Based on the amount that would currently be required to replace the service capacity of an asset (replacement cost)

To determine the fair value of certain financial instruments, the Company relies on Level 2 inputs generated by market transactions of similar instruments where available, and Level 3 inputs using an income approach when Level 1 and Level 2 inputs are not available. The Company’s assessment of the significance of a particular input to the fair value measurement requires judgment and may affect the valuation of financial assets and financial liabilities and their placement within the fair value hierarchy.

Financial Instruments

As of September 30, 2019 and December 31, 2018, the fair values of cash, receivables and accounts payable approximated their carrying values due to the short-term nature of these instruments. The fair value of notes receivable and notes payable from and to our joint venture partners approximate their carrying values. The fair value of our other equity investment not carried at fair value is not readily determinable, and it is not practical to obtain the information needed to determine the value. However, as disclosed in Note 4, there was an impairment recorded in the Current Quarter, based on the estimate of value that would be realized on the Company’s investment in Marcy Media Holdings LLC. The estimated fair values of other financial instruments subject to fair value disclosures, determined based on Level One inputs including broker quotes or quoted market prices or rates for the same or similar instruments and the related carrying amounts are as follows:

	September 30, 2019				December 31, 2018
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion ^{(1), (2)}	$	645,099	$	549,465	$	675,229	$	582,370

⁽¹⁾	Carrying amounts include aggregate unamortized debt discount and debt issuance costs.

⁽²⁾	Includes the 5.75% Convertible Notes accounted for under the fair value option. See to Note 7.

Additionally, the fair value of the other equity investments acquired as part of the 2015 purchase of our joint venture partners’ interest in Iconix China was approximately $0.9 million as of September 30, 2019 with the changes in the fair value of the investment recorded in Other Income in the Company’s condensed consolidated statement of operations. See Note 4.

Non-Financial Assets and Liabilities

The Company accounts for non-recurring adjustments to the fair values of its non-financial assets and liabilities under ASC 820 using a market participant approach. The Company uses a discounted cash flow model with Level 3 inputs to measure the fair value of its non-financial assets and liabilities. The Company also adopted the provisions of ASC 820 as it relates to purchase accounting for its acquisitions. The Company has goodwill, which is tested for impairment at least annually, as required by ASC 350- “Intangibles- Goodwill and Other” (“ASC 350”). Further, in accordance with ASC 350, the Company’s indefinite-lived trademarks are tested for impairment at least annually, on an individual basis as separate single units of accounting. Similarly, consistent with ASC 360- “Property, Plant and Equipment” (“ASC 360”), as it relates to accounting for the impairment or disposal of long-lived assets, the Company assesses whether or not there is impairment of the Company’s definite-lived trademarks. The Company recorded an impairment on its investment in Marcy Media Holdings, LLC during the Current Quarter and the Current Nine Months. The Company recorded impairment charges on the Joe Boxer indefinite-lived trademark during the Prior Year Quarter and the Prior Year Nine Months, and on the Mossimo indefinite-lived trademark and women’s segment goodwill during the Prior Year Nine Months.

7. Fair Value Option

The Company accounts for its 5.75% Convertible Notes under the fair value option. The fair value carrying amount of the 5.75% Convertible Notes as of September 30, 2019 and December 31, 2018 is $35.1 million and $48.1 million, respectively, as compared to the contractual principal outstanding balance which is $94.4 million and $109.7 million as of September 30, 2019 and December 31, 2018, respectively. The change of $8.4 million and $73.7 million in the fair value of the 5.75% Convertible Notes accounted for under the fair value option are included in the Company’s condensed consolidated statement of operations for the Current Nine Months and Prior Year Nine Months, respectively, within Other Income. The change of $(11.9) million and $17.2 million in the fair value of the 5.75% Convertible Notes accounted for under the fair value option are included within Other Income in the Company’s condensed consolidated statement of operations for the Current Quarter and Prior Year Quarter, respectively.

The primary reason for electing the fair value option is for simplification and cost-benefit considerations of accounting for the 5.75% Convertible Notes (the hybrid financial instrument) at fair value in its entirety versus bifurcation of the embedded derivatives. The 5.75% Convertible Notes contain bifurcatable embedded derivatives and do not require settlement by physical delivery of non-financial assets.

The significant inputs to the valuation of the 5.75% Convertible Notes at fair value are Level 1 inputs as they are based on the quoted prices of the notes in the active market.

8. Debt Arrangements

The Company’s debt obligations consist of the following:

	September 30, 2019			December 31, 2018
Senior Secured Notes	$	345,862		$	365,481
Variable Funding Note, net of original issue discount		98,472			95,273
Senior Secured Term Loan, net of original issue discount		168,165			171,137
5.75% Convertible Notes ⁽¹⁾		35,066			48,076
Unamortized debt issuance costs		(2,466	)		(4,738	)
Total debt		645,099			675,229
Less current maturities		61,417			54,263
Total long-term debt	$	583,682		$	620,966

⁽¹⁾

Reflects the debt carrying amount which is accounted for under the Fair Value Option in the condensed consolidated balance sheet as of September 30, 2019 and December 31, 2018. The actual principal outstanding balance of the 5.75% Convertible Notes is $94.4 million and $109.7 million as of September 30, 2019 and December 31, 2018, respectively.

Senior Secured Notes and Variable Funding Note

On November 29, 2012, Icon Brand Holdings, Icon DE Intermediate Holdings LLC, Icon DE Holdings LLC and Icon NY Holdings LLC, each a limited-purpose, bankruptcy remote, wholly-owned direct or indirect subsidiary of the Company, (collectively, the “Co-Issuers”) issued $600.0 million aggregate principal amount of Series 2012-1 4.229% Senior Secured Notes, Class A-2 (the “2012 Senior Secured Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended (the “Securities Act”).

Simultaneously with the issuance of the 2012 Senior Secured Notes, the Co-Issuers also entered into a revolving financing facility of Series 2012-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”), which allowed for the funding of up to $100 million of Variable Funding Notes and certain other credit instruments, including letters of credit. The Variable Funding Notes allow for drawings on a revolving basis. Drawings and certain additional terms related to the Variable Funding Notes are governed by the Class A-1 Note Purchase Agreement dated November 29, 2012 (the “Variable Funding Note Purchase Agreement”), among the Co-Issuers, Iconix, as manager, certain conduit investors, financial institutions and funding agents, and Barclays Bank PLC, as provider of letters of credit, as swingline lender and as administrative agent. The Variable Funding Notes are governed, in part, by the Variable Funding Note Purchase Agreement and by certain generally applicable terms contained in the Securitization Notes Indenture. Interest on the Variable Funding Notes is payable at per annum rates equal to the CP Rate, Base Rate or Eurodollar Rate, each as defined in the Variable Funding Note Purchase Agreement. In February 2015, the Company fully drew down the $100.0 million of available funding under the Variable Funding Notes, which remains outstanding as of September 30, 2019.

On June 21, 2013, the Co-Issuers issued $275.0 million aggregate principal amount of Series 2013-1 4.352% Senior Secured Notes, Class A-2 (the “2013 Senior Secured Notes” and, together with the 2012 Senior Secured Notes, the “Senior Secured Notes”) in an offering exempt from registration under the Securities Act.

The Senior Secured Notes and the Variable Funding Notes are referred to collectively as the “Securitization Notes.”

The Securitization Notes were issued under a base indenture (the “Securitization Notes Base Indenture”) and related supplemental indentures (the “Securitization Notes Supplemental Indentures” and, collectively with the Securitization Notes Base Indenture, the “Securitization Notes Indenture”) among the Co-Issuers and Citibank, N.A., as trustee and securities intermediary. The Securitization Notes Indenture allows the Co-Issuers to issue additional series of notes in the future subject to certain conditions.

On August 18, 2017, the Company entered into an amendment to the Securitization Notes Supplemental Indenture to, among other things, (i) extend the anticipated repayment date for the Variable Funding Notes from January 2018 to January 2020, (ii) decrease the L/C Commitment and the Swingline Commitment (as such terms are defined in the amendment) available under the Variable Funding Notes to $0 as of the closing date, (iii) replace Barclays Bank PLC with Guggenheim Securities Credit Partners, LLC, as provider of letters of credit, as swingline lender and as administrative agent under the purchase agreement and (iv) provide that, upon the disposition of intellectual property assets by the Co-Issuers as permitted by the Securitization Notes Base Indenture, (x) the holders of the Variable Funding Notes will receive a mandatory prepayment, pro rata based on the amount of Variable Funding Notes held by such holder, and (y) the maximum commitment will be permanently reduced by the amount of the mandatory prepayment.

While the Securitization Notes are outstanding, payments of interest are required to be made on the 2012 Senior Secured Notes and the 2013 Senior Secured Notes, in each case, on a quarterly basis. Initially, principal payments in the amount of $10.5 million and $4.8 million were required to be made on the 2012 Senior Secured Notes and 2013 Senior Secured Notes, respectively, on a quarterly basis. The amount of quarterly principal payments has since changed in subsequent periods due to the prepayments made under the Securitization Notes Indenture. See below for further discussion.

The legal final maturity date of the Securitization Notes is in January of 2043. If the Co-Issuers have not repaid or refinanced the Securitization Notes prior to January 2020 (the “anticipated repayment date”), additional interest will accrue on amounts outstanding under the Securitization Notes at a rate equal to (A) in respect of the Variable Funding Notes, 5% per annum, (B) in respect of the 2012 Senior Secured Notes and the 2013 Senior Secured Notes, the greater of (1) 5% per annum and (2) a per annum interest rate equal to the excess, if any, by which the sum of (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the anticipated repayment date of the United States treasury security having a term closest to 10 years plus (y) 5% per annum plus (z) with respect to the 2012 Senior Secured Notes, 3.4% per annum, or with respect to the 2013 Senior Secured Notes, 3.14% per annum, exceeds the original interest rate. Pursuant to the Securitization Notes Indenture, such additional interest is not due to be paid by the Company until January 2043 (the legal maturity date) and does not compound annually. The Securitization Notes rank pari passu with each other.

Pursuant to the Securitization Notes Indenture, the Securitization Notes are the joint and several obligations of the Co-Issuers only. The Securitization Notes are secured under the Securitization Notes Indenture by a security interest in certain of the assets of the Co-Issuers (the “Securitized Assets”), which includes, among other things, (i) intellectual property assets, including the U.S. and Canadian registered and applied for trademarks for the following brands and other related IP assets: Candie’s, Bongo, Joe Boxer (excluding Canadian trademarks, none of which are owned by Iconix), Rampage, Mudd, London Fog (other than the trademark for outerwear products sold in the United States), Mossimo, Ocean Pacific and OP, Danskin and Danskin Now, Rocawear, Starter, Waverly, Fieldcrest, Royal Velvet, Cannon, and Charisma; (ii) the rights (including the rights to receive payments) and obligations under all license agreements for use of those trademarks in such territories; (iii) the following equity interests in the following joint ventures: an 85% interest in Hardy Way LLC which owns the Ed Hardy brand, a 50% interest in MG Icon LLC which owns the Material Girl and Truth or Dare brands, and a 100% interest in ZY Holdings LLC which owns the Zoo York brand; and (iv) certain cash accounts established under the Securitization Notes Indenture. The Securitized Assets do not include revenue generating assets of (x) the Iconix subsidiaries that own the Ecko Unltd trademarks, the Mark Ecko trademarks, the Artful Dodger trademarks, the Umbro trademarks, and the Lee Cooper trademarks, (y) the Iconix subsidiaries that own Iconix’s other brands outside of the United States and Canada or (z) the joint ventures in which Iconix and certain of its subsidiaries have investments and which own the Modern Amusement trademarks and the Buffalo trademarks, the Pony trademarks, and the Hydraulic trademarks.

If the Company contributes an Additional IP Holder to Icon Brand Holdings LLC or Icon DE Intermediate Holdings LLC, that Additional IP Holder will enter into a guarantee and collateral agreement in a form provided for in the Securitization Notes Indenture pursuant to which such Additional IP Holder will guarantee the obligations of the Co-Issuers in respect of any Securitization Notes issued under the Securitization Notes Indenture and the other related documents and pledge substantially all of its assets to secure those guarantee obligations pursuant to a guarantee and collateral agreement.

Neither the Company nor any subsidiary of the Company, other than the Securitization Entities, will guarantee or in any way be liable for the obligations of the Co-Issuers under the Securitization Notes Indenture or the Securitization Notes.

The Securitization Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Co-Issuers maintain specified reserve accounts to be used to make required payments in respect of the Securitization Notes, (ii) provisions relating to optional and mandatory prepayments, including mandatory prepayments in the event of a change of control (as defined in the Securitization Notes Supplemental Indentures) and the related payment of specified amounts, including specified make-whole payments in the case of the Senior Secured Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the transfers of the assets pledged as collateral for the Securitization Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. As of September 30, 2019, the Company is in compliance with all covenants under the Securitization Notes.

The Company’s Securitization Notes include a financial test, known as the debt service coverage ratio (“DSCR”) that measures the amount of principal and interest required to be paid on the Co-Issuers’ debt to the approximate cash flow available to pay such principal and interest. As a result of a decline in royalty collections during the twelve months ended March 31, 2019, the DSCR fell below 1.10x as of March 31, 2019. Beginning April 1, 2019, the Senior Secured Notes experienced a Rapid Amortization Event pursuant to the Securitization Notes Indenture. Upon a Rapid Amortization Event, any residual amounts available will immediately be used to pay down the principal.

The Securitization Notes are subject to customary rapid amortization events provided for in the Securitization Notes Indenture, including events tied to (i) the failure to maintain a stated DSCR, (ii) certain manager termination events, (iii) the occurrence of an event of default and (iv) the failure to repay or refinance the Securitization Notes on the anticipated repayment date. If a rapid amortization event were to occur, including as a result of not paying or redeeming the Securitization Notes in full prior to the anticipated repayment date, the management fee payable to the Company would remain payable pursuant to the priority of payments set forth under the Securitization Indenture, but no residual amounts would be payable to the Company thereafter. As noted above, a Rapid Amortization Event occurred beginning April 1, 2019.

In July 2017, in connection with the sale of the businesses underlying the Entertainment segment, the Company made a mandatory principal prepayment on its Senior Secured Notes of $152.2 million. The Company wrote off a pro-rata portion of the Senior Secured Notes’ deferred financing costs of $2.0 million as well as paid a prepayment penalty of $0.3 million. As a result of this transaction, the quarterly principal payments on the 2012 Senior Secured Notes and 2013 Senior Secured Notes were reduced to $7.3 million and $3.4 million, respectively.

As of September 30, 2019 and December 31, 2018, the total outstanding principal balance of the Securitization Notes was $445.9 million and $465.5 million, respectively, of which $42.1 million and $42.7 million, respectively, is included in the current portion of long-term debt on the consolidated balance sheet. As of September 30, 2019 and December 31, 2018, $14.2 million and $15.2 million, respectively, is included in restricted cash on the consolidated balance sheet and represents short-term restricted cash

consisting of collections on behalf of the Securitized Assets, restricted to the payment of principal, interest and other fees on a quarterly basis under the Senior Secured Notes.

For the Current Quarter and Prior Year Quarter, cash interest expense relating to the Securitization Notes was approximately $5.2 million and $5.6 million, respectively. For the Current Nine Months and the Prior Year Nine Months, cash interest expense relating to the Securitization Notes was approximately $16.0 million and $16.8 million, respectively. For the Current Quarter and Prior Year Quarter, the Company recorded an expense for the amortization of original issue discount relating to the Variable Funding Notes of $1.1 million and $1.0 million, respectively. For the Current Nine Months and Prior Year Nine Months, the Company recorded an expense for the amortization of original issue discount related to the Variable Funding Notes of $3.2 million and $2.9 million, respectively.

Senior Secured Term Loan

On August 2, 2017, the Company entered into a credit agreement (as amended or otherwise modified, unless context provides otherwise the “Senior Secured Term Loan”), among IBG Borrower, the Company’s wholly-owned direct subsidiary, as borrower, the Company and certain wholly-owned subsidiaries of IBG Borrower, as guarantors (the “Guarantors”), Cortland Capital Market Services LLC, as administrative agent and collateral agent (“Cortland”) and the lenders party thereto from time to time, including Deutsche Bank AG, New York Branch. Pursuant to the Senior Secured Term Loan, the lenders provided to IBG Borrower a senior secured term loan (the “Senior Secured Term Loan”), scheduled to mature on August 2, 2022 in an aggregate principal amount of $300 million and bearing interest at LIBOR plus an applicable margin of 7% per annum (the “Interest Rate”).

On August 2, 2017, the net cash proceeds of the Senior Secured Term Loan were deposited into an escrow account and subject to release to IBG Borrower from time to time, subject to the satisfaction of customary conditions precedent upon each withdrawal, to finance repurchases of, or at the maturity date thereof to repay in full, the 1.50% Convertible Notes (as defined below). Prior to the First Amendment (as discussed below), the Company had the ability to make these repurchases in the open market or privately negotiated transactions, depending on prevailing market conditions and other factors.

Prior to the First Amendment, borrowings under the Senior Secured Term Loan were to amortize quarterly at 0.5% of principal, commencing on September 30, 2017. IBG Borrower was obligated to make mandatory prepayments annually from excess cash flow and periodically from net proceeds of certain asset dispositions and from net proceeds of certain indebtedness, if incurred (in each case, subject to certain exceptions and limitations provided for in the Senior Secured Term Loan).

IBG Borrower’s obligations under the Senior Secured Term Loan are guaranteed jointly and severally by the Company and the other Guarantors pursuant to a separate facility guaranty. IBG Borrower’s and the Guarantors’ obligations under the Senior Secured Term Loan are secured by first priority liens on and security interests in substantially all assets of IBG Borrower, the Company and the other Guarantors and a pledge of substantially all equity interests of the Company’s subsidiaries (subject to certain limits including with respect to foreign subsidiaries) owned by the Company, IBG Borrower or any other Guarantor. However, the security interests will not cover certain intellectual property and licenses owned, directly or indirectly by the Company’s subsidiary Iconix Luxembourg Holdings SÀRL or those subject to the Company’s securitization facility. In addition, the pledges exclude certain equity interests of Marcy Media Holdings, LLC and the subsidiaries of Iconix China Holdings Limited.

In connection with the Senior Secured Term Loan, IBG Borrower, the Company and the other Guarantors made customary representations and warranties and have agreed to adhere to certain customary affirmative covenants. Additionally, the Senior Secured Term Loan mandates that IBG Borrower, the Company and the other Guarantors enter into account control agreements on certain deposit accounts, maintain and allow appraisals of their intellectual property, perform under the terms of certain licenses and other agreements scheduled in the Senior Secured Term Loan and report significant changes to or terminations of licenses generating guaranteed minimum royalties of more than $0.5 million. Prior to the First Amendment (as discussed below), IBG Borrower was required to satisfy a minimum asset coverage ratio of 1.25:1.00 and maintain a leverage ratio of no greater than 4.50:1.00.

Amendments to Senior Secured Term Loan

First Amendment

On October 27, 2017, the Company entered into the First Amendment to the Senior Secured Term Loan (the “First Amendment”) pursuant to which, among other things, the remaining escrow balance of approximately $231 million (after taking into account approximately $59.2 million that was used to buy back 1.50% Convertible Notes in open market purchases in the third quarter of 2017) was returned to the lenders.

The First Amendment also provided for, among other things, (a) a reduction in the existing $300 million term loan to the then-current term loan balance of approximately $57.8 million, (b) a new senior secured delayed draw term loan facility in the aggregate

amount of up to $165.7 million, consisting of (i) a $25 million First Delayed Draw Term Loan (the “First Delayed Draw Term Loan”), and (ii) a $140.7 million Second Delayed Draw Term Loan (the “Second Delayed Draw Term Loan” and, together, with the First Delayed Draw Term Loan, the “Delayed Draw Term Loan Facility”) for the purpose of repaying the 1.50% Convertible Notes; (c) an increase of the Total Leverage Ratio permitted under the Senior Secured Term Loan from 4.50:1.00 to 5.75:1.00; (d) a reduction in the debt service coverage ratio multiplier in the Company’s asset coverage ratio under the Senior Secured Term Loan; (e) an increase in the existing amortization rate from 2 percent per annum to 10 percent per annum commencing July 2019; and (f) amendments to the mandatory prepayment provisions to (i) permit the Company not to prepay borrowings under the Senior Secured Term Loan from the first $100 million of net proceeds resulting from Permitted Capital Raising Transactions (as defined in the Senior Secured Term Loan) effected prior to March 15, 2018, and (ii) eliminate the requirement that the Company pay a Prepayment Premium (as defined in the Senior Secured Term Loan) on any payments or prepayments made prior to December 31, 2018. Indebtedness issued under the Delayed Draw Term Loan Facility was issued with original issue discount.

As a result of the First Amendment, on October 27, 2017, the Company repaid $231.0 million on the Senior Secured Term Loan which represented $240.7 million of outstanding principal balance. As this transaction was accounted for as a debt modification in accordance with ASC 470-50-40, and based on the Company’s accounting policy for debt modifications, the Company wrote-off a pro-rata portion of the original issue discount and deferred financing costs of $9.3 million and $5.4 million, respectively. As a result of this transaction, the Company’s outstanding principal balance of the Senior Secured Term Loan was reduced to $57.8 million as of such date.

On November 2, 2017, the Company drew down the full amount of $25.0 million on the First Delayed Draw Term Loan, of which the Company received $24.0 million in cash, net of the $1.0 million of original issue discount.

Second Amendment

Given that the Company was unable to timely file its quarterly financial statements for the quarter ended September 30, 2017 with the SEC by November 14, 2017 and became in default under the terms of the Senior Secured Term Loan, as amended, on November 24, 2017, the Company entered into the Second Amendment to the Senior Secured Term Loan. Pursuant to the Second Amendment, among other things, the lenders under the Senior Secured Term Loan agreed, subject to the Company’s compliance with the requirements set forth in the Second Amendment, to waive until December 22, 2017, certain potential defaults and events of default arising under the Senior Secured Term Loan.

In connection with the Second Amendment, Deutsche Bank was granted additional pricing flex in the form of price protection upon syndication of the Senior Secured Term Loan (“Flex”) and ticking fees on the unfunded portion of the loan. The Second Amendment allows, among other things, for cash payments on account of the Flex and ticking fees to be paid from the proceeds of the First Delayed Draw Term Loan, which was previously fully funded in accordance with the terms of the Senior Secured Term Loan. After giving effect to the additional Flex provided in the Second Amendment, the Company estimated that it could be responsible for payments on account of Flex in an aggregate total amount of up to $12.0 million. As of September 30, 2019, the Company has paid a total of approximately $5.0 million in Flex. The Company has recorded this amount against the outstanding principal balance of Senior Secured Term Loan on the Company’s consolidated balance sheet and is being amortized over the remaining term of Senior Secured Term Loan.

Third Amendment

On February 12, 2018, the Company, through IBG Borrower, entered into the Third Amendment to the Senior Secured Term Loan. The Third Amendment provides for, among other things, amendments to certain restrictive covenants and other terms set forth in the Senior Secured Term Loan, as amended, to permit (i) IBG Borrower to enter into the 5.75% Notes Indenture (as defined below) and a related intercreditor agreement and (ii) the Note Exchange (as defined below). In connection with the Third Amendment, Deutsche Bank was granted additional pricing flex in the form of price protection upon syndication of the loan (“Third Amendment Flex”). After giving effect to the additional Third Amendment Flex, the Company estimates that it could be responsible for payments on account of the Third Amendment Flex in an aggregate total amount of up to $6.1 million.

Fourth Amendment

The Company, through IBG Borrower, entered into the Fourth Amendment to the Senior Secured Term Loan on March 12, 2018. The Fourth Amendment provided, among other things, that the funding date for the Second Delayed Draw Term Loan would be March 14, 2018 instead of March 15, 2018. The conditions to the availability of the Second Delayed Draw Term Loan were satisfied as of March 14, 2018 due, in part, to the transactions contemplated by the Note Exchange, and the Company was able to draw on the Second Delayed Draw Term Loan. On March 14, 2018, the Company drew down $110 million under the Second Delayed Draw Term Loan and used those proceeds, along with cash on hand, to make a payment to the trustee under the indenture governing the 1.50% Convertible Notes to repay the remaining 1.50% Convertible Notes at maturity on March 15, 2018.

The Senior Secured Term Loan, as amended, contains customary negative covenants and events of default. The Senior Secured Term Loan limits the ability of IBG Borrower, the Company and the other Guarantors, with respect to themselves, their subsidiaries and certain joint ventures, from, among other things, incurring and prepaying certain indebtedness, granting liens on certain assets, consummating certain types of acquisitions, making fundamental changes (including mergers and consolidations), engaging in substantially different lines of business than those in which they are currently engaged, making restricted payments and amending or terminating certain licenses scheduled in the Senior Secured Term Loan. Such restrictions, failure to comply with which may result in an event of default under the terms of the Senior Secured Term Loan, are subject to certain customary and specifically negotiated exceptions, as set forth in the Senior Secured Term Loan.

If an event of default occurs, in addition to the Interest Rate increasing by an additional 3% per annum, Cortland shall, at the request of lenders holding more than 50% of the then-outstanding principal of the Senior Secured Term Loan, declare payable all unpaid principal and accrued interest and take action to enforce payment in favor of the lenders. An event of default includes, among other events: (i) a change of control by which a person or group becomes the beneficial owner of 35% of the voting stock of the Company or IBG Borrower; (ii) the failure to extend of the Series 2012-1 Class A-1 Senior Notes Renewal Date (as defined in the Senior Secured Term Loan); (iii) the failure of any of Icon Brand Holdings LLC, Icon NY Holdings LLC, Icon DE Intermediate Holdings LLC, Icon DE Holdings LLC and their respective subsidiaries (the “Securitization Entities”) to perform certain covenants; and (iv) the entry into amendments to the securitization facility that would be materially adverse to the lenders or Cortland without consent. Subject to the terms of the Senior Secured Term Loan, both voluntary and certain mandatory prepayments will trigger a premium of 5% of the aggregate principal amount during the first year of the loan and a premium of 3% of the aggregate principal amount during the second year of the loan, with no premiums payable in subsequent periods.

As of September 30, 2019 and December 31, 2018, the outstanding principal balance of the Senior Secured Term Loan was $168.2 million (which is net of $14.5 million of original issue discount) and $171.1 million (which is net of $18.3 million of original issue discount), respectively, of which $19.3 million and $11.6 million is recorded in current portion of long term debt on the Company’s consolidated balance sheet, respectively.

The Company recorded cash interest expense of approximately $4.6 million relating to the Senior Secured Term Loan in the Current Quarter as compared to $4.5 million in the Prior Year Quarter. The Company recorded cash interest expense of approximately $13.7 million relating to the Senior Secured Term Loan in the Current Nine Months as compared to $12.5 million (which included a commitment fee) in the Prior Year Nine Months.

The Company recorded an expense for the amortization of original issue discount and deferred financing fees of approximately $1.4 million relating to the Senior Secured Term Loan, included in interest expense on the consolidated statement of operations, during the Current Quarter as compared to $1.3 million during the Prior Year Quarter. The Company recorded an expense for the amortization of original issue discount and deferred financing fees of approximately $4.1 million relating to the Senior Secured Term Loan, included in interest expense on the unaudited condensed consolidated statement of operations, during the Current Nine Months as compared to approximately $3.0 million during the Prior Year Nine Months.

5.75% Convertible Notes

On February 22, 2018, the Company consummated an exchange (the “Note Exchange”) of approximately $125 million previously outstanding 1.50% Convertible Senior Subordinated Notes due 2018 (the “1.50% Convertible Notes”), pursuant to which it issued approximately $125 million of new 5.75% Convertible Notes due 2023 (the 5.75% Convertible Notes”). The 5.75% Convertible Notes were issued pursuant to an indenture, dated February 22, 2018, by and among the Company, each of the guarantors thereto and The Bank of New York Mellon Trust Company, N.A., as trustee and collateral agent (the “Indenture”).

The 5.75% Convertible Notes mature on August 15, 2023. Interest on the 5.75% Convertible Notes may be paid in cash, shares of the Company’s common stock, or a combination of both, at the Company’s election. If the Company elects to pay all or a portion of an interest payment in shares of common stock, the number of shares of common stock payable will be equal to the applicable interest

payment divided by the average of the 10 individual volume-weighted average prices for the 10-trading day period ending on and including the trading day immediately preceding the relevant interest payment date.

The 5.75% Convertible Notes are (i) secured by a second lien on the same assets that secure the obligations of IBG Borrower under the Senior Secured Term Loan and (ii) guaranteed by IBG Borrower and same guarantors as those under the Senior Secured Term Loan, other than the Company.

Subject to certain conditions and limitations, the Company may cause all or part of the 5.75% Convertible Notes to be automatically converted into common stock of the Company. The 5.75% Convertible Notes are convertible into shares of the Company’s common stock based on a conversion rate of 52.1919 shares of the Company’s common stock, per $1,000 principal amount of the 5.75% Convertible Notes (which is equal to an initial conversion price of approximately $19.16 per share), subject to adjustment from time to time pursuant to the 5.75% Convertible Note Indenture.

Holders converting their 5.75% Convertible Notes (including in connection with a mandatory conversion) shall also be entitled to receive a payment from the Company equal to the Conversion Make-Whole Payment (as defined in the Indenture) if such conversion occurs after a regular record date and on or before the next succeeding interest payment date, through and including the maturity date (determined as if such conversion did not occur).

If the Company elects to pay all or a portion of a Conversion Make-Whole Payment in shares of common stock, the number of shares of common stock payable will be equal to the applicable Conversion Make-Whole Payment divided by the average of the 10 individual volume-weighted average prices for the 10-trading day period immediately preceding the applicable conversion date.

Subject to certain limitations pursuant to the Senior Secured Term Loan, from and after the February 22, 2019, the Company may redeem for cash all or part of the 5.75% Convertible Notes at 100% of the principal amount of the 5.75% Convertible Notes, plus accrued and unpaid interest, if any, at any time by providing at least 30 days’ prior written notice to holders of the 5.75% Convertible Notes.

If the Company undergoes a fundamental change (which would occur if the Company experiences a change of control or is delisted from NASDAQ) prior to maturity, each holder will have the right, at its option, to require the Company to repurchase for cash all or a portion of such holder’s 5.75% Convertible Notes at a fundamental change purchase price equal to 100% of the principal amount of the 5.75% Convertible Notes to be repurchased, together with interest accrued and unpaid to, but excluding, the fundamental change purchase date.

The Company is subject to certain restrictive covenants pursuant to the 5.75% Convertible Note Indenture, including limitations on (i) liens, (ii) indebtedness, (iii) asset sales, (iv) restricted payments and investments, (v) prepayments of indebtedness and (vi) transactions with affiliates.

During the Current Quarter and Current Nine Months, certain noteholders converted an aggregate outstanding principal balance of $0.2 million and $15.3 million, respectively, of their 5.75% Convertible Notes into less than 0.1 million and approximately 0.8 million shares, respectively, of the Company’s common stock. Pursuant to the Indenture, the Company also made Conversion Make-Whole Payments of less than 0.1 million and approximately 2.9 million shares of the Company’s common stock to those converting noteholders during the Current Quarter and Current Nine Months, respectively. As a result of the difference in the fair market value versus the carrying value of the 5.75% Convertible Notes that were converted during the Current Quarter and Current Nine Months, an aggregate of $0.1 million loss and a $10.6 million loss was recorded within Other Income in the Company’s condensed consolidated statement of operations in the Current Quarter and Current Nine Months, respectively.

The Company has elected to account for the 5.75% Convertible Notes based on the Fair Value Option accounting as outlined in ASC 825. Refer to Note 7 for further details. As of September 30, 2019 and December 31, 2018, while the debt balance recorded at fair value on the Company’s consolidated balance sheet is $35.1 million and $48.1 million, respectively, the actual outstanding principal balance of the 5.75% Convertible Notes is $94.4 million and $109.7 million, respectively.

The Company recorded interest expense of approximately $1.4 million relating to the 5.75% Convertible Notes in the Current Quarter as compared to $1.6 million in the Prior Year Quarter. The Company recorded interest expense of approximately $4.3 million relating to the 5.75% Convertible Notes in the Current Nine Months as compared to $3.9 million for the Prior Year Nine Months.

1.50% Convertible Notes

On March 18, 2013, the Company completed the issuance of $400.0 million principal amount of the Company’s 1.50% Convertible Notes issued pursuant to that certain Indenture, dated as of March 15, 2013, by and between the Company and The Bank

of New York Mellon Trust Company, N.A., as trustee (the “1.50% Notes Indenture”), in a private offering to certain institutional investors with net proceeds of approximately $390.6 million.

During FY 2016, the Company repurchased $104.9 million par value of the 1.50% Convertible Notes with a combination of $36.7 million in cash (including interest and trading fees) and the issuance of approximately 0.7 million shares of the Company’s common stock. During FY 2017, the Company repurchased $58.9 million par value of the 1.50% Convertible Notes for $59.3 million in cash (including interest and trading fees).

On February 22, 2018, the Company completed the Note Exchange. On March 15, 2018, the Company repaid the remaining outstanding principal balance of $111.2 million of the 1.50% Convertible Notes with the proceeds of the Second Delayed Draw Term Loan of $110 million plus cash on hand, and no further 1.50% Convertible Notes remained outstanding. The exchange of the 1.50% Convertible Notes for the 5.75% Convertible Notes was accounted for as a debt extinguishment in accordance with ASC 470 and resulted in the Company recording a gain on extinguishment of debt of $4.5 million, which is recorded in the Company’s condensed consolidated statement of operations in the Prior Year Nine Months.

For the Prior Year Quarter and the Prior Year Nine Months, the Company recorded none (refer to the extinguishment of the debt as is discussed above) and approximately $2.4 million, respectively, of additional non-cash interest expense representing the difference between the stated interest rate on the 1.50% Convertible Notes and the rate for a similar instrument that does not have a conversion feature. For the Prior Year Quarter and the Prior Year Nine Months, the Company recorded none (refer to the extinguishment of the debt as discussed above) and approximately $0.7 million, respectively, of cash interest expense relating to the 1.50% Convertible Notes.

Debt Maturities

As of September 30, 2019, the Company’s debt maturities on a calendar year basis are as follows:

	Total		October 1 through December 31, 2019		2020		2021		2022		2023		Thereafter
Senior Secured Notes	$	345,862	$	23,073	$	29,733	$	42,693	$	42,693	$	42,694	$	164,976
Variable Funding Notes⁽¹⁾	$	98,472		—		—		—		—		—		98,472
Senior Secured Term Loan⁽²⁾	$	168,165		6,160		19,284		19,284		123,437		—		—
5.75% Convertible Notes⁽³⁾	$	35,066		—		—		—		—		35,066		—
Total	$	647,565	$	29,233	$	49,017	$	61,977	$	166,130	$	77,760	$	263,448

⁽¹⁾	Reflects the net debt carrying amount, effected by the outstanding balance of the original issue discount, in the condensed consolidated balance sheet as of September 30, 2019. The actual principal outstanding balance of the Variable Funding Notes is $100.0 million as of September 30, 2019.

⁽²⁾	Reflects the net debt carrying amount, effected by the outstanding balance of the original issue discount, in the condensed consolidated balance sheet as of September 30, 2019. The actual principal outstanding balance of the Senior Secured Term Loan is $182.7 million as of September 30, 2019.

⁽³⁾	Reflects the debt carrying amount which is accounted for under the Fair Value Option in the condensed consolidated balance sheet as of September 30, 2019. The actual principal outstanding balance of the 5.75% Convertible Notes is $94.4 million as of September 30, 2019.

9. Stockholders’ Equity

2016 Omnibus Incentive Plan

On November 4, 2016, the Company’s stockholders approved the Company’s 2016 Omnibus Incentive Plan (“2016 Plan”). The 2016 Plan replaced and superseded the Amended and Restated 2009 Plan. Under the 2016 Plan, all employees, directors, officers, consultants and advisors of the Company, including those of the Company’s subsidiaries, are eligible to be granted common stock, options or other stock-based awards. At inception, there were 0.2 million shares of the Company’s common stock available for issuance under the 2016 Plan. The 2016 Plan was amended at the 2017 Annual Meeting of Stockholders to increase the number of shares available under the plan by 0.19 million shares.

Shares Reserved for Issuance

As of September 30, 2019, there were less than 0.1 million common shares available for issuance under the 2016 Plan.

Reverse Stock Split

On March 14, 2019, the Company effected a 1-for-10 reverse stock split (the “Reverse Stock Split”) of its common stock. No fractional shares were issued in connection with the Reverse Stock Split. Stockholders who otherwise would have been entitled to receive fractional shares of common stock had their holdings rounded up to the next whole share. Proportional adjustments were made to the Company’s outstanding stock options and other equity securities and to the Company’s incentive plans, and the conversion ratio of the 5.75% Convertible Notes, to reflect the Reverse Stock Split, in each case, in accordance with the terms thereof. Unless the context otherwise requires, all share and per share amounts in this quarterly report on Form 10-Q have been adjusted to reflect the Reverse Stock Split.

Stock Options

There was no grants of stock options or warrants, and no compensation expense related to stock option grants or warrant grants during the Current Nine Months or Prior Year Nine Months as all prior awards have been fully expensed.

During the Current Nine Months, there were no exercised stock options. Additionally, during the Current Quarter, the remaining 1,500 stock options at a weighted average exercise price of $171.60 expired.

Restricted stock

Compensation cost for restricted stock is measured as the excess, if any, of the quoted market price of the Company’s stock at the date the common stock is issued over the amount the employee must pay to acquire the stock (which is generally zero). Compensation cost is recognized over the period between the issue date and the date any restrictions lapse, with compensation cost recognized on a straight-line basis over the requisite service period. The restrictions do not affect voting and dividend rights.

The following table summarizes information about unvested restricted stock transactions:

	Shares			Weighted Average Grant Date Fair Value
Non-vested, January 1, 2019		315,396		$	108.63
Granted		329,145			1.70
Vested		(86,975	)		8.65
Forfeited/Canceled		(296	)		75.20
Non-vested, September 30, 2019		557,270		$	63.79

The Company has awarded time-based restricted shares of common stock to certain employees. The awards have restriction periods tied to employment and vest over a maximum period of approximately 3 years. The cost of the time-based restricted stock awards, which is the fair market value on the date of grant net of estimated forfeitures, is expensed ratably over the vesting period.

The Company has awarded performance-based restricted shares of common stock to certain employees. The awards have restriction periods tied to certain performance measures. The cost of the performance-based restricted stock awards, which is the fair market value on the date of grant net of estimated forfeitures, is expensed when the likelihood of those shares being earned is deemed probable.

Compensation expense related to restricted stock grants (inclusive of the restricted stock grants awarded as part of the long-term incentive plans discussed below) for the Current Quarter and Prior Year Quarter was approximately $0.2 million and $0.2 million, respectively. Compensation expense related to restricted stock grants (inclusive of the restricted stock grants awarded as part of the long-term incentive plans discussed below) for the Current Nine Months and Prior Year Nine Months was approximately $0.7 million and $1.9 million, respectively.

An additional amount of $0.5 million of expense of compensation expense related to restricted stock grants (inclusive of the restricted stock grants awarded as part of the long-term incentive plans discussed below) is expected to be expensed over a period of approximately three years.

For both the Current Quarter and Prior Year Quarter, the Company repurchased shares valued at less than $0.1 million of its common stock in connection with net share settlement of restricted stock grants. For the both the Current Nine Months and Prior Year Nine Months, the Company repurchased shares valued at approximately $0.1 million of its common stock in connection with the net share settlement of restricted stock grants.

Retention Stock

On January 7, 2016, the Company awarded to certain employees a retention stock grant of approximately 1.3 million shares in the aggregate with a then current value of approximately $7.5 million. The awards cliff vest in three years based on the Company’s total shareholder return measured against a peer group, as described in the Company’s Form 10-K/A filed on April 29, 2016. The grant date fair value of the awards issued on January 7, 2016 was $42.50. As of December 31, 2018, pursuant to the terms of the awards and based upon the Company’s performance over the vesting period, no shares were issued upon expiration of the grant.

Mr. John Haugh, the Company’s former Chief Executive Officer, was issued an employment inducement award pursuant to his employment agreement. The terms of the Employment Inducement Award are similar to the retention stock awards provided to all other employees as described above. The grant date fair value of Mr. Haugh’s award issued on February 23, 2016 was $57.50. As of June 15, 2018, Mr. Haugh, the Company’s former Chief Executive Officer and President, was no longer an employee of the Company or member of the Company’s board of directors. As of Mr. Haugh’s termination date, given that the retention stock awards were not earning out, the vesting of shares associated with Mr. Haugh’s awards resulted in zero shares issuable.

On October 15, 2018, the Company hired Robert C. Galvin as its Chief Executive Officer and President and was appointed to the Company’s board of directors. Mr. Galvin was issued an Employment Inducement Award pursuant to his employment agreement. The terms of the Employment Inducement Award are similar to the retention stock awards provided to other employees as described above. The grant date fair value of Mr. Galvin’s award issued on October 15, 2018 was $1.80.

Compensation expense related to the retention stock awards was less than $0.1 million and $0.2 million for the Current Quarter and Prior Year Quarter, respectively. Compensation expense related to the retention stock awards was approximately $0.1 million and $0.7 million for the Current Nine Months and Prior Year Nine Months, respectively. An additional amount of $0.3 million of expense of compensation expense related to Mr. Galvin’s retention stock awards is expected to be expensed over a period of approximately 2.5 years.

Long-Term Incentive Compensation

On March 31, 2016, the Company approved a new grant for long-term incentive compensation (the “2016 LTIP”) for key employees and granted equity awards under the 2016 LTIP in the aggregate amount of approximately 0.1 million shares at a weighted average share price of $73.10 with a then current value of approximately $5.2 million. The awards granted were a combination of restricted stock units (“RSUs”) and target level performance stock units (“PSUs”). Pursuant to the terms of the awards and based upon the Company’s performance over the vesting period, less than 0.1 million were issued upon expiration of the grant on March 31, 2019.

On March 7, 2017, the Company approved a new grant for long-term incentive compensation (the “2017 LTIP”) for certain employees and granted equity awards under the 2017 LTIP in the aggregate amount of approximately 0.1 million shares at a weighted average share price of $75.20 with a then current value of $6.6 million. The awards granted were a combination of RSUs and target level PSUs. The material terms of the PSUs and RSUs are substantially similar to those set forth in the 2016 LTIP. Specifically, the RSUs vest one third annually on each of March 30, 2018, March 30, 2019 and March 30, 2020. The PSUs vest based on performance metrics approved by the Compensation Committee, which, for the performance period commencing January 1, 2017 and ending on December 31, 2019, are based on the Company’s achievement of an aggregate adjusted operating income performance target as set forth in the applicable award agreements, and continued employment through December 31, 2019. For the Current Nine Months, less than 0.1 million shares were forfeited in respect of the 2017 LTIP. The weighted average remaining contractual term (in years) of the PSUs is less than one year.

On March 15, 2018, the Company approved a new grant for long-term incentive compensation (the “2018 LTIP”) for certain employees which consisted of (i) PSU equity awards in the aggregate amount of approximately 0.2 million shares at a weighted average share price of $13.80 with a then current value of $3.1 million and (ii) cash awards in the aggregate amount of approximately $3.1 million (the “2018 Cash Grant”). The Cash Grants comprising the 2018 LTIP vest in 48 equal semi-monthly installments on the 15^th and last days of each month, beginning March 31, 2018 and ending March 15, 2020, subject in each case to continued employment through the applicable vesting date. Each installment is paid within 15 days of the applicable vesting date. Upon the end of an employee’s employment with the Company, any remaining unpaid portion of the 2018 Cash Grant is forfeited. The PSUs vest based on performance metrics approved by the Compensation Committee over three separate performance periods, commencing on January 1 of each of 2018, 2019 and 2020 and ending on December 31 of each of 2018, 2019 and 2020, which, for each such performance period, are based on the Company’s achievement of an aggregated adjusted operating income performance target to be set by the Compensation Committee prior to March 30 of each applicable performance period, and continued employment through the settlement date. For the Current Nine Months, less than 0.1 million shares were forfeited in respect of the 2018 LTIP. The weighted average remaining contractual term (in years) of the PSUs is less than two years.

On March 15, 2019, the Company approved a new grant for long-term incentive compensation (the “2019 LTIP”) for certain employees which consisted of (i) PSU equity awards in the aggregate amount of approximately 0.4 million shares at a weighted average share price of $2.02 with a then current value of $0.8 million and (ii) cash awards in the aggregate amount of approximately $1.0 million (the “2019 Cash Grant”). As part of the 2019 LTIP, pursuant to his employment agreement, the Company’s Chief Executive Officer and President was granted 0.3 million shares of the Company’s common stock with an aggregate fair market value of $0.3 million upon final execution of the RSU agreement in April 2019. The 2019 Cash Grant and the PSUs vest based on performance metrics approved by the Compensation Committee over two separate performance periods, commencing on January 1 of each of 2019 and 2020 and ending on December 31 of each of 2019 and 2020, which, for each such performance period, are based on the Company’s achievement of an aggregated adjusted EBITDA performance target to be set by the Compensation Committee prior to March 30 of each applicable performance period, and continued employment through the settlement date. The weighted average remaining contractual term (in years) of the PSUs is less than two years.

In the Current Quarter, the Company recognized compensation expense related to the PSUs granted as part of the long-term incentive plans of less than $0.1 million as compared to a compensation benefit of $2.1 million in the Prior Year Quarter. In the Current Nine Months, the Company recognized a compensation benefit related to the PSUs granted as part of the long-term incentive plans of less than $0.1 million as compared to compensation benefit of $2.8 million in the Prior Year Nine Months. An additional amount of $0.4 million of compensation expense related to the PSUs granted is expected to be expensed over a period of less than two years.

10. Earnings Per Share

Basic earnings per share includes no dilution and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects, in periods in which they have a dilutive effect, the effect of restricted stock-based awards, common shares issuable upon exercise of stock options and warrants and shares underlying convertible notes potentially issuable upon conversion. The difference between basic and diluted weighted-average common shares results from the assumption that all dilutive stock options outstanding were exercised, and all convertible notes have been converted into common stock.

For the Current Quarter, of the total potentially dilutive shares related to restricted stock-based awards and stock options, approximately 0.4 million shares were anti-dilutive, as compared to approximately 0.2 million shares that were anti-dilutive for the Prior Year Quarter.

For the Current Quarter, approximately 0.4 million of the performance related restricted stock-based awards issued to the Company’s named executive officers were anti-dilutive as compared to approximately 0.1 million of the performance related restricted stock-based awards issued to the Company’s named executive officers were anti-dilutive in the Prior Year Quarter.

A reconciliation of weighted average shares used in calculating basic and diluted earnings per share follows:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2019		2018		2019		2018
Basic		11,631		7,184		10,169		6,458
Effect of convertible notes subject to conversion		—		10,407		—		5,852
Effect of assumed vesting of dilutive shares				—				—
Diluted		11,631		17,591		10,169		12,310

In accordance with ASC 480, the Company considers its redeemable non-controlling interest in its computation of both basic and diluted earnings per share. In addition, in accordance with ASC 260, the Company considers its 5.75% Convertible Notes in its computation of diluted earnings per share. For the Current Quarter, Prior Year Quarter, Current Nine Months, and Prior Year Nine Months, adjustments to the Company’s redeemable non-controlling interest and effects of potential conversion on the 5.75% Convertible Notes had impacts on the Company’s earnings per share calculations as follows:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
For earnings (loss) per share - basic:
Net income attributable to Iconix Brand Group, Inc.	$	(35,708	)	$	20,224		$	(16,492	)	$	(31,446	)
Accretion of redeemable non-controlling interest		—			—			—			—
Net income attributable to Iconix Brand Group, Inc. after the effect of accretion of redeemable non-controlling interest for basic earnings (loss) per share	$	(35,708	)	$	20,224		$	(16,492	)	$	(31,446	)
For earnings (loss) per share - diluted:
Net income attributable to Iconix Brand Group, Inc.	$	(35,708	)	$	20,224		$	(16,492	)	$	(31,446	)
Effect of potential conversion of 5.75% Convertible Notes		—			(15,641	)		-			(59,066	)
Net income attributable to Iconix Brand Group, Inc. after the effect of potential conversion of 5.75% Convertible Notes for diluted earnings (loss) per share	$	(35,708	)	$	4,583		$	(16,492	)	$	(90,512	)

Earnings (loss) per share:
Basic	$	(3.07	)	$	2.81		$	(1.62	)	$	(4.87	)
Diluted	$	(3.07	)	$	0.26		$	(1.62	)	$	(7.35	)
Weighted average number of common shares outstanding:
Basic		11,631			7,184			10,169			6,458
Diluted		11,631			17,591			10,169			12,310

11. Contingencies

In May 2016, Supply Company, LLC, (“Supply”), a former licensee of the Ed Hardy trademark, commenced the action against the Company and its affiliate, Hardy Way, LLC, (“Hardy Way”, and, together with the Company, the “Iconix Defendants”) seeking damages of $50 million, including punitive damages, attorneys’ fees and costs. Supply alleges that Hardy Way breached the parties’

license agreement by failing to reimburse Supply for markdown reimbursement requests that Supply received from a certain retailer. Supply also alleges that the Company is liable for fraud because it made purported misstatements about the Company’s financials and the viability of the Ed Hardy trademark in order to induce Supply to enter into the license agreement and to induce Supply to enter into a separate agreement with a certain retailer. The Iconix Defendants are vigorously defending against the claims, and have filed a motion to dismiss the Complaint, which is awaiting Court decision. At this time, the Company is unable to estimate the ultimate outcome of this matter.

Two shareholder derivative complaints captioned James v. Cuneo et al, Docket No. 1:16-cv-02212 and Ruthazer v. Cuneo et al, Docket No. 1:16-cv-04208 have been consolidated in the United States District Court for the Southern District of New York, and three shareholder derivative complaints captioned De Filippis v. Cuneo et al. Index No. 650711/2016, Gold v. Cole et al, Index No. 53724/2016 and Rosenfeld v. Cuneo et al., Index No. 510427/2016 have been consolidated in the Supreme Court of the State of New York, New York County. The complaints name the Company as a nominal defendant and assert claims for breach of fiduciary duty, insider trading and unjust enrichment against certain of the Company's current and former directors and officers arising out of the Company's restatement of financial reports and certain employee departures. At this time, the Company is unable to estimate the ultimate outcome of these matters.

As previously disclosed, the Company received a formal order of investigation from the SEC staff in December 2015 and was contacted by the U.S. Attorney’s office for the Southern District of New York (the “SDNY”) in December 2018 regarding the same matters underlying the SEC’s investigation (together, the SDNY and SEC investigations, the “Government Investigations”). The Company has cooperated fully with the SEC and SDNY regarding this matter. On October 25, 2019, the Company reached an agreement in principle with the SEC staff to resolve the investigation. The SEC staff has not yet presented the proposed settlement to the SEC and no assurances can be given that the SEC will approve the proposed settlement that would require the Company to pay $5.5 million or that the settlement amount estimated will not change. The Company, in accordance with ASC 450, “Contingencies”, has recorded a $5.5 million charge within selling, general and administrative expenses in the Company’s condensed consolidated statement of operations for the Current Quarter and Current Nine Months.

As previously disclosed, on September 16, 2019, the Company entered into a Stipulation of Settlement (the “Stipulation”) with the lead plaintiff in the securities class action lawsuit pending against it in the United States District Court for the Southern District of New York, In re Iconix Brand Group, Inc., et al., Docket No. 1:15-cv-04860 (the “Class Action”). The proposed settlement releases all claims asserted against the Company and the other named defendants party to the Stipulation in the Class Action without any liability or wrongdoing attributed to them. The proposed settlement provides for a total settlement payment of $6.0 million, inclusive of administrative fees and fees for lead plaintiff’s counsel. The Company expects that substantially all of the settlement will be covered by the Company’s directors and officers liability insurance. The proposed settlement remains subject to court approval and other customary conditions.

As discussed above, the Company has been subject to Governmental Investigations, as well as the Class Action and shareholder derivative complaints (the “2015 Matters”). Pursuant to the terms of its articles and bylaws, the Company is obligated to advance legal and other fees related to the 2015 Matters to certain of its current and former directors, officers and employees. During the Current Quarter, as a result of the expenses related to the 2015 Matters, the Company’s insurance coverage related to the 2015 Matters has been exhausted. As such, the Company will not be reimbursed for any further expenses incurred related to the 2015 Matters, including by certain of its former directors, officers and employees.

As previously disclosed, on November 12, 2019, the Company entered into a settlement agreement (the “Roc Parties Settlement”) to resolve all disputes relating to the following legal proceedings: (i) Iconix Brand Group, Inc., et al. v. Roc Nation Apparel Group, LLC et al., No. 17-cv-3096 (S.D.N.Y.); (ii) S. Carter Enterprises, LLC, et al. v. Iconix Brand Group, Inc., et al., No. 653858/2019 (N.Y. Sup. Ct., N.Y. Cnty.); and (iii) Iconix Brand Group, Inc., et al. v. Shawn C. Carter, et al., Arbitration No. 01-18-0003-6487. In connection with the Roc Parties Settlement, the Company sold certain intellectual property assets to Roc Nation LLC and membership interests in Marcy Media Holdings LLC to MM Holdings Acquisition LLC in exchange for $15.0 million and mutual releases of all existing claims between the parties. The Roc Parties Settlement was reached without admission of any wrongdoing or unlawful conduct by either party.

From time to time, the Company is also made a party to litigation incurred in the normal course of business. In addition, in connection with litigation commenced against licensees for non-payment of royalties, certain licensees have asserted unsubstantiated counterclaims against the Company. While any litigation has an element of uncertainty, the Company believes that the final outcome of any of these routine matters will not, individually or in the aggregate, have a material effect on the Company’s financial position or future liquidity.

12. Related Party Transactions

The Company has entered into certain license agreements in which the core licensee is also one of our joint venture partners. In the case of Sports Direct International plc (“Sports Direct”), the Company maintains license agreements with Sports Direct, but in addition, during the Prior Year Nine Months, the Company entered into a cooperation agreement with Sports Direct that allowed Sports Direct to appoint two members to the Company’s Board of Directors. For the Current Quarter, Prior Year Quarter, Current Nine Months, and Prior Year Nine Months, the Company recognized the following royalty revenue amounts:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2019		2018		2019		2018
Joint Venture Partner
Global Brands Group Asia Limited ⁽¹⁾	$	—	$	2,587			$	14,353
Rise Partners, LLC / Top On International Group Limited		—		242				725
M.G.S. Sports Trading Limited		111		139		329		475
Pac Brands USA, Inc.		131		47		239		171
Albion Equity Partners LLC / GL Damek		615		776		1,777		1,993
Anthony L&S		—		—		—		617
MHMC ⁽²⁾		—		732		7		2,195
Sports Direct International plc		307		275		881		275
	$	1,164	$	4,798	$	3,233	$	20,804

⁽¹⁾

Prior to 2019, Global Brand Group Asia Limited maintained the Buffalo and Zoo York license agreements. However, in October 2018, Centric Brands Inc. acquired a significant portion of Global Brands Group Asia Limited’s North American licensing business. The Company’s license agreement for the Buffalo and Zoo York brands in the United States are now maintained with Centric Brands Inc. which is not a related party or affiliated entity to the Company.

⁽²⁾	As detailed in Note 4, as of July 2019, MHMC is no longer a related party.

13. Income Taxes

The Company computes its expected annual effective income tax rate in accordance with ASC 740 and makes changes on a quarterly basis, as necessary, based on certain factors such as changes in forecasted annual pre-tax income; changes to actual or forecasted permanent book to tax differences; impacts from tax audits with state, federal or foreign tax authorities; impacts from tax law changes; or change in judgment as to the realizability of deferred tax assets. The Company identifies items which are unusual and non-recurring in nature and treats these as discrete events. The tax effect of discrete items is recorded in the quarter in which the discrete events occur. Due to the volatility of these factors, the Company's consolidated effective income tax rate can change significantly on a quarterly basis.

With the exception of the Buffalo brand joint venture, Iconix Middle East joint venture, Diamond Icon joint venture and Umbro China joint venture, the Company is not responsible for the income taxes related to the non-controlling interest’s share of the joint venture’s earnings. Therefore, the tax liability associated with the non-controlling interest share of the joint venture’s earnings is not reported in the Company’s income tax expense, despite the joint venture’s entire income being consolidated in the Company’s reported income before income tax expense. As such, the joint venture’s earnings have the effect of lowering our effective tax rate. This effect is more pronounced in periods in which joint venture earnings are higher relative to our other earnings. Since the Buffalo brand joint venture is a taxable entity in Canada, the Iconix Middle East joint venture and Diamond Icon joint venture are taxable entities in the United Kingdom, the Company is required to report its tax liability, including taxes attributable to the non-controlling interest, in its statement of operations. All other consolidated joint ventures are partnerships and treated as pass-through entities not subject to taxation in their local tax jurisdiction, and therefore the Company includes only the tax attributable to its proportionate share of income from the joint venture in income tax expense.

The Company files income tax returns in the U.S. federal and various state and local jurisdictions. For federal income tax purposes, during the fourth quarter of 2016, the Internal Revenue Service initiated an audit of the 2014 federal tax return which is ongoing. The Company also files returns in numerous foreign jurisdictions that have varied years remaining open for examination, but generally the statute of limitations is three to four years from when the return is filed.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the recorded deferred tax assets will be realized. The ultimate realization of deferred tax assets is dependent on the generation of future taxable income in the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment. Based on these items and the consecutive years of pretax losses (resulting from impairment), management determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance for all taxing jurisdictions as of December 31, 2018. In addition, the Company continues to have deferred tax liabilities related to indefinite lived intangibles on the condensed consolidated balance sheet a portion of which cannot be considered to be a source of taxable income to offset deferred tax assets.

The Company’s consolidated effective tax rate for the Current Quarter was 1.7% which resulted in a $0.6 million income tax benefit as compared to the consolidated effective tax rate for the Prior Year Quarter of 4.5% which resulted in a $1.0 million income tax provision. The decrease in the effective tax rate is due to expenses recorded in the Current Quarter for which no tax benefit was able to be recognized and to a trademark impairment recorded in the Prior Year Quarter, for which the Company recognized a tax benefit.

The Company’s consolidated effective tax rate for Current Nine Months was -15% which resulted in a $1.3 million income tax provision as compared to the consolidated effective tax rate for the Prior Year Nine Months of 0.6% which resulted in a $0.1 million income tax benefit. The decrease in the effective tax rate is due to expenses recorded in the Current Nine Months for which no tax benefit was able to be recognized and to trademark impairments recorded in the Prior Year Nine Months, for which the Company recognized a tax benefit.

Management has not recorded a tax provision for current ongoing tax examinations; however, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company's tax audits are resolved in a manner not consistent with management's expectations, the Company could be required to adjust its provision for income tax in the period such resolution occurs.

The Company has net operating loss (“NOL”) carryforwards for federal and state income tax purposes which, generally, can be used to reduce future taxable income. Use of the NOL carryforwards is limited under Section 382 of the Internal Revenue Code, as we have had a change in ownership of more than 50% of our capital stock over a three-year period as measured under Section 382 of the Internal Revenue Code. These complex changes of ownership rules generally focus on ownership changes involving shareholders owning directly or indirectly 5% or more of our stock, including certain public “groups” of shareholders as set forth under Section 382 of the Internal Revenue Code, including those arising from new stock issuances and other equity transactions. Some of these NOL carryforwards will expire if they are not used within certain periods. At this time, we consider it more likely than not that we will not have sufficient taxable income in the future that will allow us to realize these NOL carryforwards.

14. Accumulated Other Comprehensive Income

The following table sets forth the activity in accumulated other comprehensive income for the Current Nine Months and Prior Year Nine Months:

	Foreign currency translation adjustments			Unrealized losses of available for sale securities			Total
Balance at December 31, 2018	$	(53,068	)	$	—		$	(53,068	)
Foreign currency translation loss		(4,647	)		—			(4,647	)
Current period other comprehensive income		(4,647	)		—			(4,647	)
Balance at September 30, 2019	$	(57,715	)	$	—		$	(57,715	)


	Foreign currency translation adjustments			Unrealized losses of available for sale securities			Total
Balance at December 31, 2017	$	(48,103	)	$	(3,177	)	$	(51,280	)
Foreign currency translation loss		(3,509	)		—			(3,509	)
Cumulative adjustment for adoption of ASU 2016-01		—			3,177			3,177
Current period other comprehensive income		(3,509	)		3,177			(332	)
Balance at September 30, 2018	$	(51,612	)	$	—		$	(51,612	)

15. Segment and Geographic Data

The Company identifies its operating segments for which separate financial information is available and for which segment results are evaluated regularly by the Chief Executive Officer, the Company’s chief operating decision maker, in deciding how to allocate resources and in assessing performance. The Company has disclosed the following operating segments: men’s, women’s, home, and international. Since the Company does not track, manage and analyze its assets by segments, no disclosure of segmented assets is reported.

The geographic regions consist of the United States and Other (which principally represent Latin America and Europe). Revenues attributable to each region are based on the location in which licensees are located and where they principally do business.

Reportable data for the Company’s operating segments is as follows:

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
Licensing revenue:
Women's	$	10,317		$	15,201		$	26,855		$	48,670
Men's		7,942			7,282			25,491			27,752
Home		3,430			7,060			11,205			20,533
International		13,782			16,681			42,255			48,029
	$	35,471		$	46,224		$	105,806		$	144,984
Operating income (loss):
Women's	$	9,988		$	3,234		$	26,237		$	(77,832	)
Men's		5,277			1,855			17,775			8,393
Home		2,990			3,555			9,777			15,887
International		6,243			9,188			25,432			23,757
Corporate		(32,613	)		(5,726	)		(50,364	)		(37,149	)
	$	(8,115	)	$	12,106		$	28,857		$	(66,944	)

16. Other Assets - Current and Long-Term

Other Assets - Current

	September 30, 2019		December 31, 2018
Other assets - current consisted of the following:
US federal tax receivables	$	15,855	$	16,757
Insurance receivable⁽¹⁾		15,000		—
Prepaid advertising		447		1,100
Prepaid expenses		1,484		2,451
Prepaid taxes		8,103		1,755
Prepaid insurance		350		1,446
Due from related parties		3,882		3,903
Other current assets		480		645
Other current assets	$	45,601	$	28,057

⁽¹⁾

As of September 30, 2019, the Company recorded an asset of approximately $15.0 million related to insurance claims that the Company believes are probable of recovery from various insurance carriers. These claims pertain to expenses incurred related to certain litigation claims against the Company and related expenses that are discussed throughout Note 11.


	September 30, 2019		December 31, 2018
Other noncurrent assets consisted of the following:
Prepaid interest	$	5,018	$	5,496
Deposits		482		482
Other noncurrent assets		1		1
Other noncurrent assets	$	5,501	$	5,979

17. Leases

The Company is a lessee in several noncancelable operating leases, primarily for its corporate office, additional office space and certain office equipment. Beginning January 1, 2019, the Company accounts for leases in accordance with ASC Topic 842, Leases. Refer to Note 20. The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right of use (ROU) asset and a lease liability at the lease commencement date.

For operating leases, the ROU asset is initially measured at the initial measurement amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the lease incentive received. For operating leases, the ROU asset is subsequently measured throughout the lease term at the carrying amount of the lease liability, plus initial direct costs, plus (minus) any prepaid (accrued) lease payments, less the unamortized balance of lease incentives received. Lease expense is recognized on a straight-line basis over the lease term.

Variable lease payments associated with the Company’s leases are recognized in the period in which the obligation for those payments is incurred. Variable lease payments are presented as operating expense in the Company’s condensed consolidated statement of operations in the same line item as expense arising from fixed lease payments.

Operating lease ROU assets are presented as operating lease right of use assets within non-current assets on the consolidated balance sheet. The current portion of operating lease liabilities is included in other current liabilities and the long-term portion is included in other liabilities on the consolidated balance sheet.

The Company has elected not to recognize ROU assets and lease liabilities for short-term leases that have a lease term of 12 months or less. The Company recognizes the lease payments associated with its short-term leases of office space and office equipment as an expense on a straight-line basis over the lease term. The Company’s leases may include non-lease components such as common area maintenance. The Company has elected the practical expedient to account for the lease and non-lease components as a single lease component, therefore, for all of our operating leases, the lease payments used to measure the lease liability include all of the fixed consideration in the contract.

The Company’s operating leases expire over the next five years. The Company’s operating leases may contain renewal options however, because the Company is not reasonably certain to exercise these renewal options, the options are not included in the lease term and associated potential option payments are excluded from lease payments. Payments due under the lease contracts include fixed payments and in certain of the Company’s leases, variable payments. Variable lease payments consist of the Company’s proportionate share of the building’s property taxes, insurance, electricity and other common area maintenance costs.

For the Current Quarter and Current Nine Months, components of lease cost were as follows:

	For the Three Months Ended September 30, 2019		For the Nine Months Ended September 30, 2019
Operating lease cost	$	547	$	1,648
Short-term lease cost		158		355
Variable lease cost		124		335
	$	829	$	2,338

For the Prior Year Quarter and Prior Year Nine Months, minimum rental payments under operating leases are recognized on a straight-line basis over the term of the lease including any periods of free rent. Rental expense for operating leases during the Prior Year Quarter and Prior Year Nine Months amounted to $1.2 million and $3.1 million, respectively.

As of September 30, 2019, the operating lease ROU assets and operating lease liabilities were $7.0 million and $9.1 million, respectively.

For the Current Three and Nine Months, cash paid for lease liabilities for operating leases was $0.6 and $1.9 million, respectively. Additionally, for the Current Nine Months, the Company obtained a ROU asset of $0.1 million exchanged for operating lease obligations of $0.1 million. There were no ROU assets exchanged and no operating lease obligations assumed during the Current Quarter. In the Current Nine Months, there were no reductions to ROU assets resulting from reductions to lease obligations.

Because we generally do not have access to the rate implicit in the lease, the Company utilizes our incremental borrowing rate as the discount rate. As of September 30, 2019, the weighted average remaining operating lease term is 4.44 years and the weighted average discount rate for the operating leases is 8.60%.

Maturities of lease liabilities under non-cancellable leases as of September 30, 2019 are as follows:

	Operating Leases
Remainder of 2019	$	625
2020		2,574
2021		2,435
2022		2,161
2023		2,109
Thereafter		1,078
Total undiscounted lease payments	$	10,982
Less: Imputed interest		1,836
Total lease liabilities	$	9,146

As previously disclosed in our 2018 Annual Report on Form 10-K and under the previous lease accounting standard, future minimum lease payments under non-cancellable leases were as follows:

	Operating Leases
2019		2,650
2020		2,726
2021		2,583
2022		2,191
2023		2,109
Thereafter		1,078
	$	13,337

18. Other Liabilities – Current

As of September 30, 2019, other current liabilities of $13.0 million relates to amounts due to certain joint ventures that are not consolidated with the Company as well as the current portion of the lease liabilities (refer to Note 17 for further details) as compared to $9.8 million as of December 31, 2018 which relates solely to amounts due to certain joint ventures that are not consolidated with the Company.

19. Foreign Currency Translation

The functional currency of Iconix Luxembourg and Red Diamond Holdings, which are wholly owned subsidiaries of the Company located in Luxembourg, is the Euro. However, the companies have certain dollar denominated assets, in particular cash and notes receivable, that are maintained in U.S. Dollars, which are required to be revalued each quarter. Due to fluctuations in currency in the Current Quarter and the Prior Year Quarter, the Company recorded a $0.4 million currency translation loss and a $0.3 million currency translation loss, respectively, that is included in the condensed consolidated statement of operations. Due to fluctuations in currency in the Current Nine Months and the Prior Year Nine Months, the Company recorded a $0.8 million currency translation loss and a $0.5 million currency translation loss, respectively, that is included in the condensed consolidated statement of operations.

Comprehensive income includes certain gains and losses that, under U.S. GAAP, are excluded from net income as such amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s comprehensive income is primarily comprised of net income and foreign currency translation gain or loss. During the Current Quarter and the Prior Year Quarter, the Company recognized as a component of its comprehensive income, a foreign currency translation loss of $4.0 million and foreign currency translation loss of $0.7 million, respectively, due to changes in foreign exchange rates during the Current Quarter and the Prior Year Quarter, respectively. During the Current Nine Months and the Prior Year Nine Months, the Company recognized as a component of its comprehensive income, a foreign currency translation loss of $4.6 million and foreign currency translation loss of $3.5 million, respectively, due to changes in foreign exchange rates during the Current Nine Months and the Prior Year Nine Months, respectively.

20. Accounting Pronouncements

Recent Accounting Pronouncements

In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842). The new standard establishes a right-of-use (ROU) model that requires a lessee to record a ROU asset and a lease liability on the balance sheet for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement.

Additionally, FASB issued ASU No. 2018-11, Targeted Improvements, which allows companies to adopt Topic 842 without revising comparative period reporting or disclosures. ASU 2016-02 and ASU 2018-11 are effective for the Company and the Company adopted the new standard on January 1, 2019. The Company adopted ASU 2016-02 using the optional transition approach as of the effective date. As a result, the Company was not required to adjust its comparative period financial information for effects of the standard or make the new required lease disclosures for periods before the date of adoption (ie. January 1, 2019). The Company has elected to adopt the package of transition practical expedients and therefore, has not reassessed (1) whether existing or expired contracts contain a lease, (2) lease classification of existing or expired leases or (3) the accounting for initial direct costs that were previously capitalized. The Company did not elect the practical expedient to use hindsight for leases existing at the adoption date.

The adoption of ASU 2016-02 had a material impact to the Company’s condensed consolidated balance sheet, but did not materially impact the consolidated statement of operations. The most significant changes to the condensed consolidated balance sheet relate to the recognition of new ROU assets and lease liabilities for operating leases. The adoption of ASU 2016-02 also had no material impact on operating, investing or financing cash flows in the consolidated statement of cash flows. See Note 17 for further details.

As a result of adopting ASU 2016-02, the Company recognized operating lease liabilities of $10.4 million (of which $1.7 million was current and $8.7 million was noncurrent) with corresponding ROU assets of $8.0 million as of January 1, 2019.

In February 2017, the FASB issued ASU 2017-04, “Intangibles – Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment”, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment. The ASU is effective for public business entities for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019. This ASU should be applied prospectively. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company is currently evaluating the potential impacts of the new standard. We will adopt this accounting guidance in future periods.

21. Other Matters

During the Current Quarter the Company included in its selling, general and administrative expenses approximately $9.1 million of charges related to an agreement in principle with the SEC Staff and professional fees associated with the continuing cooperation with the Staff of the SEC, the SEC and the SDNY with the Government Investigations and the Class Action and the shareholder derivative complaints. During the Prior Year Quarter, the Company included $1.8 million of charges related professional fees associated with the continuing cooperation with the Staff of the SEC, the SEC and the SDNY with the Government Investigations and the Class Action.

During the Current Nine Months, the Company included in its selling, general and administrative expenses approximately $15.1 million of charges related to an agreement in principle with the SEC Staff and professional fees associated with the continuing cooperation with the Staff of the SEC, the SEC and the SDNY with the Government Investigations and the Class Action and the shareholder derivative complaints. During the Prior Year Nine Months, the Company included in its selling, general and administrative expenses approximately $7.2 million of charges related to professional fees associated with the continuing cooperation with the Staff of the SEC, the SEC and the SDNY with the Government Investigations and the Class Action and shareholder derivative complaints.

22. Subsequent Events

On October 25, 2019, the Company reached an agreement in principle with the SEC Staff to pay $5.5 million in connection with resolving the SEC’s investigation. Refer to Note 11 for further details.

As previously disclosed, on November 12, 2019, the Company entered into the Roc Parties Settlement. In connection with the Roc Parties Settlement, the Company sold certain intellectual property assets to Roc Nation LLC and membership interests in Marcy Media Holdings LLC to MM Holdings Acquisition LLC in exchange for $15.0 million and mutual releases of all existing claims between the parties. The Roc Parties Settlement was reached without admission of any wrongdoing or unlawful conduct by either party. (See Note 11).

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Executive Summary. Iconix Brand Group is a brand management company and owner of a diversified portfolio of approximately 30 global consumer brands across women’s, men’s, home and international industry segments. The Company’s business strategy is to maximize the value of its brands primarily through strategic licenses and joint venture partnerships around the world, as well as to grow the portfolio of brands through strategic acquisitions.

As of September 30, 2019, the Company’s brand portfolio includes Candie’s ^®, Bongo ^®, Joe Boxer ^® , Rampage ^® , Mudd ^® , London Fog ^® , Mossimo ^® , Ocean Pacific/OP ^® , Danskin /Danskin Now ^® , Rocawear ^® /Roc Nation ^® , Artful Dodger ^®, Cannon ^® , Royal Velvet ^® , Fieldcrest ^® , Charisma ^® , Starter ^® , Waverly ^® , Ecko Unltd ^® /Mark Ecko Cut & Sew ^® , Zoo York ^® , Umbro ^® and Lee Cooper ^®; and interests in Material Girl ^® , Ed Hardy ^® , Truth or Dare ^® , Modern Amusement ^® , Buffalo ^® , Hydraulic ^® and Pony ^® .

The Company principally looks to monetize the Intellectual Property (herein referred to as “IP”) related to its brands throughout the world and in all relevant categories by licensing directly with leading retailers (herein referred to as “direct to retail” or “DTR”), through a consortia of wholesale licensees, through joint ventures in specific territories and via other activity such as corporate sponsorships and content as well as the sale of IP for specific categories or territories. Products bearing the Company’s brands are sold across a variety of distribution channels. The licensees are generally responsible for designing, manufacturing and distributing the licensed products. The Company supports its brands with marketing, advertising and promotional campaigns designed to increase brand awareness. Additionally, the Company provides its licensees with coordinated trend direction to enhance product appeal and help build and maintain brand integrity.

Globally, the Company has over 50 DTR licenses and over 400 total licenses. Licensees are selected based upon the Company’s belief that such licensees will be able to produce and sell quality products in the categories and distribution channels of their specific expertise and that they are capable of exceeding minimum sales targets and royalties that the Company generally requires for each brand. This licensing strategy is designed to permit the Company to operate its licensing business, leverage its core competencies of marketing and brand management with minimal working capital, and generally without inventory, production or distribution costs or risks, and maintain high margins. The vast majority of the Company’s licensing agreements include minimum guaranteed royalty revenue which provides the Company with greater visibility into future cash flows. As of October 1, 2019, the Company and its joint ventures had a contractual right to receive over $379.2 million of minimum licensing revenue over the balance and the terms of their current licenses, excluding any renewals.

The Company’s OP DTR license agreement at Walmart was not renewed upon expiration in June 2017. The Company’s Starter DTR license agreement at Walmart was not renewed upon expiration in December 2017. In October 2017, the Company also announced that Starter is now available on Amazon exclusively to Amazon Prime members. Additionally, the Danskin Now license agreement with Walmart was not renewed upon its expiration in January 2019. The Company’s Mossimo DTR license agreement at Target was not renewed upon expiration in October 2018. The Company’s Material Girl license agreement with Macy’s will not be renewed upon its expiration in January 2020. The Company’s Royal Velvet license agreement with JC Penney was not renewed upon its expiration in January 2019. The Company is actively seeking to place OP, Danskin, Mossimo, Material Girl and Royal Velvet with new or existing licensees. At this time, the Company is uncertain how the terms and conditions of any potential replacement licensing arrangements could affect its future revenues and cash flows.

A key initiative in the Company’s global brand expansion plans has been the formation of international joint ventures. The strategy in forming international joint ventures is to partner with best-in-class, local partners to bring the Company’s brands to market more quickly and efficiently, generating greater short- and long-term value from its IP, than the Company believes is possible if it were to build-out wholly-owned operations ourselves across a multitude of regional or local offices. Since September 2008, the Company has established the following international joint ventures: Iconix China, Iconix Latin America, Iconix Europe, Iconix India, Iconix Canada, Iconix Australia, Iconix Southeast Asia, Iconix Israel, Iconix Middle East, Umbro China, Danskin China, Starter China and Lee Cooper China.

The Company’s primary goal of maximizing the value of its IP also includes, in certain instances, the sale to third parties of a brand’s trademark in specific territories or categories. As such, the Company evaluates potential offers to acquire some or all of a brand’s IP by comparing whether the offer is more valuable than the Company’s estimate of the current and potential revenue streams to be earned via the Company’s traditional licensing model. Further, as part of the Company’s evaluation process, it also considers whether or not the buyer’s future development of the brand may help to expand the brand’s overall recognition and global revenue potential.

The Company identifies its operating segments according to how business activities are managed and evaluated and, for which separate financial information is available and utilized on a regular basis by the Chief Executive Officer in deciding how to allocate resources and in assessing performance.

Therefore, the Company has disclosed these reportable segments for the periods shown below.

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
Licensing revenue:
Women's	$	10,317		$	15,201		$	26,855		$	48,670
Men's		7,942			7,282			25,491			27,752
Home		3,430			7,060			11,205			20,533
International		13,782			16,681			42,255			48,029
	$	35,471		$	46,224		$	105,806		$	144,984
Operating income (loss):
Women's	$	9,988		$	3,234		$	26,237		$	(77,832	)
Men's		5,277			1,855			17,775			8,393
Home		2,990			3,555			9,777			15,887
International		6,243			9,188			25,432			23,757
Corporate		(32,613	)		(5,726	)		(50,364	)		(37,149	)
	$	(8,115	)	$	12,106		$	28,857		$	(66,944	)

Results of Operations

Current Quarter compared to Prior Year Quarter

Licensing Revenue. Total revenue for the Current Quarter was $35.5 million, a 23% decrease as compared to $46.2 million for the Prior Year Quarter. Revenue from the women’s segment decreased 32% from $15.2 million in the Prior Year Quarter to $10.3 million in the Current Quarter primarily due to a decrease in licensing revenue from our Mossimo, brand as it transitions from its historical DTR relationship. Revenue from the men’s segment increased 9% from $7.3 million in the Prior Year Quarter to $7.9 million in the Current Quarter mainly due to an increase in licensing revenue from our Buffalo and Starter brands. Revenue from the home segment decreased 51% from $7.1 million in the Prior Year Quarter to $3.4 million in the Current Quarter mainly due to a decrease in licensing revenue from our Royal Velvet brand as it transitions from its historical DTR relationship. The international segment decreased 17% from $16.7 million in the Prior Year Quarter to $13.8 million in the Current Quarter mainly due to decreases in China and Europe.

Selling, General and Administrative Expenses. Total selling, general and administrative expenses (“SG&A”) were $26.3 million for the Current Quarter as compared to $30.2 million for the Prior Year Quarter, a decrease of $3.9 million or 13%. SG&A from the women’s segment decreased 90% from $7.9 million in the Prior Year Quarter to $0.8 million in the Current Quarter mainly due to a $5.6 million decrease in accounts receivable reserves and write-offs due to the Sears bankruptcy in the Prior Year Quarter. SG&A from the men’s segment decreased 51% from $5.4 million in the Prior Year Quarter to $2.7 million in the Current Quarter primarily due to a $2.0 million decrease in advertising costs. SG&A from the home segment decreased 87% from $3.5 million in the Prior Year Quarter to $0.4 million in the Current Quarter mainly due to a $2.6 million decrease in accounts receivable reserves and write-offs due to the Sears bankruptcy in the Prior Year Quarter. SG&A from the international segment decreased 10% from $8.0 million in the Prior Year Quarter to $7.2 million in the Current Quarter mainly due to decreases in all expense areas exceeding the contract asset impairment. Corporate SG&A increased 189% from $5.3 million in the Prior Year Quarter to $15.3 million primarily due to increased professional fees including a $5.5 million charge related to an agreement in principle to settle the SEC investigation.

Depreciation and Amortization. Depreciation and amortization decreased to $0.4 million for the Current Quarter, compared to $0.5 million in the Prior Year Quarter mostly resulting from a decrease in amortization costs in the Current Quarter.

Equity earnings on joint ventures. Equity earnings on joint ventures was $0.2 million for the Current Quarter, compared to $1.0 million for the Prior Year Quarter. The Current Year Quarter included a loss of $0.5 million from our investments in China.

Trademark & Goodwill & Investment Impairment. Trademark & Goodwill & Investment Impairment loss for the Current Quarter was $17.0 million as compared to a loss of approximately $4.4 million in the Prior Year Quarter. The charge for the Current Quarter was based on the estimated value that would be realized upon the disposition of the Company’s equity interests in Marcy Media Holdings, LLC in connection with the Roc Parties Settlement, while the impairment for the Prior Year Quarter related to a trademark impairment of Joe Boxer.

Operating Income (loss). Total operating loss for the Current Quarter was $8.1 million, a decrease of $20.2 million as compared to income of approximately $12.1 million in the Prior Year Quarter. Excluding trademark, goodwill & investment impairment, total operating income was $8.9 million for the Current Quarter or 25% of total revenue as compared to total operating income of $16.5 million in the Prior Year Quarter or 36% of total revenue. Operating income from the women’s segment was $10.0 million in the Current Quarter compared to $3.2 million in the Prior Year Quarter. Excluding trademark & goodwill impairment, women’s operating income in the Prior Year Quarter was $7.6 million. Operating income from the men’s operating segment was $5.3 million in the Current Quarter compared to $1.9 million in the Prior Year Quarter. Operating income from the home segment was $3.0 million in the Current Quarter compared to $3.6 million in the Prior Year Quarter. Operating income from the international segment was $6.2 million in the Current Quarter compared to $9.2 million in the Prior Year Quarter. Corporate operating loss was $32.6 million in the Current Quarter compared to an operating loss of $5.7 million in the Prior Year Quarter. Excluding the investment impairment and the charge related to the potential SEC settlement, corporate operating loss was $10.1 million in the Current Quarter.

Other Expenses (income)-Net. Other expenses (income)- net was approximately $26.7 million of expenses for the Current Quarter as compared to income of $10.6 million for the Prior Year Quarter, an increase of $37.3 million. The increase was primarily related to (i) an increase of $29.2 million in the Current Quarter related to the mark-to-market adjustment from the Company’s 5.75% Convertible Notes based on the Company’s accounting treatment which requires the fair value of the debt at the end of each period and (ii) a gain in the Prior Year Quarter of $8.4 million due to the consolidation of the Australia joint venture of which there is no comparable income in the Current Year Quarter.

Provision for Income Taxes. The effective income tax rate for the Current Quarter is approximately 1.7% resulting in a $0.6 million income tax benefit, as compared to an effective income tax rate of 4.5% in the Prior Year Quarter which resulted in a $1.0 million income tax expense. The decrease in the effective tax rate was due to expenses recorded in the Current Quarter for which no tax benefit was able to be recognized and a trademark impairment recorded in the Prior Year Quarter, for which the Company recognized a tax benefit.

Net Income. Our net income (loss) was a loss of approximately $34.2 million in the Current Quarter, compared to net income of approximately $21.7 million in the Prior Year Quarter, resulting from the factors discussed above.

Current Nine Months compared to Prior Year Nine Months

Licensing Revenue. Total revenue for the Current Nine Months was $105.8 million, a 27% decrease as compared to $145.0 million for the Prior Year Nine Months. The women’s segment decreased 45% from $48.7 million in the Prior Year Nine Months to $26.9 million in the Current Nine Months primarily due to a decrease in licensing revenue from our Mossimo, Danskin and Joe Boxer brands as the brands transition from their historical DTR relationships. The men’s segment decreased 8% from $27.8 million in the Prior Year Nine Months to $25.5 million in the Current Nine Months mainly due to a decrease in our Umbro brand somewhat offset by an increase in our Starter brand. The home segment decreased 45% from $20.5 million in the Prior Year Nine Months to $11.2 million in the Current Nine Months mainly due to a decrease in licensing revenue from our Royal Velvet brand as the brand transitions from its historical DTR relationship. The international segment decreased 12% from $48.0 million in the Prior Year Nine Months to $42.3 million in the Current Nine Months, mainly due to decreases in China and Europe.

Selling, General and Administrative Expenses. Total selling, general and administrative expenses (“SG&A”) were $60.8 million for the Current Nine Months as compared to $92.4 million for the Prior Year Nine Months, a decrease of $31.6 million or 34%. SG&A from the women’s segment decreased 83% from $12.2 million in the Prior Year Nine Months to $2.1 million in the Current Nine Months mainly due to lower advertising costs of $2.9 million and a $5.8 million decrease in accounts receivable reserves and write-offs due to the Sears bankruptcy in the Prior Year Nine Months. SG&A from the men’s segment decreased 44% from $13.6 million in the Prior Year Nine Months to $7.7 million in the Current Nine Months primarily due to a $3.9 million decrease in advertising costs. SG&A from the home segment decreased 69% from $4.6 million in the Prior Year Nine Months to $1.4 million in the Current Nine Months mainly due to a $2.6 million decreased in accounts receivable reserves and write-offs due to the Sears bankruptcy in the Prior Year Nine Months. SG&A from the international segment decreased 30% from $24.9 million in the Prior Year Nine Months to $17.4 million in the Current Nine Months mainly due to a $2.6 million decrease in accounts receivable reserves and write-offs and a $1.9 million decrease in compensation costs. Corporate SG&A decreased 13% from $37.1 million in the Prior Year Nine Months to $32.2 million in the Current Nine Months primarily due to a $4.4 million decrease in compensation costs partly offset by to a $5.5 million charge related to an agreement in principle to settle the SEC investigation.

Loss on Termination of Licenses. Loss on termination of licenses was zero for the Current Nine Months, compared to $5.7 million Prior Year Nine Months. The charge in the Prior Year Nine Months was related to a litigation settlement with a previous licensee for the Rocawear in the men’s segment.

Depreciation and Amortization. Depreciation and amortization was $1.4 million for the Current Nine Months, compared to $1.8 million in the Prior Year Nine Months. The decrease was mainly due to a $0.4 million decrease in depreciation costs.

Equity Earnings on Joint Ventures. Equity earnings on joint ventures was $2.3 million for the Current Nine Months, compared to $2.2 million for the Prior Year Nine Months. The increase was mainly due to a $0.1 million increase from our investments in China.

Gain on Sale of Trademarks. Gain on Sale of Trademarks was zero for the Current Nine Months, compared to $1.3 million in the Prior Year Nine Months. The gain in the Prior Year Nine Months was related to the completion of the sale of the Sharper Image and Badgley Mischka trademarks in certain of the Company’s international joint ventures.

Trademark & Goodwill & Investment Impairment. Trademark & Goodwill & Investment Impairment loss for the Current Nine Months was approximately $17.0 million as compared to $115.5 million in the Prior Year Nine Months. The charge for the Current Nine Months related to an investment impairment of the Marcy Media investment. The impairment in the Prior Year Nine Months comprised of approximately $73.3 million related to a write-down in the Mossimo trademark, $4.4 million related to a write-down in the Joe Boxer trademark and $37.8 million goodwill impairment related to a write-down in our women’s segment as a result of the impairment of the Mossimo trademark.

Operating Income (loss). Total operating income for the Current Nine Months was $28.9 million, compared to a loss of approximately $66.9 million in the Prior Year Nine Months. Excluding trademark, goodwill & investment impairment and the loss on termination of licenses, total operating income was $45.9 million for the Current Nine Months or 43% of total revenue as compared to the total operating income of the Prior Year Nine Months of $48.6 million or 34% of total revenue. Operating income from the women’s segment was $26.2 million in the Current Nine Months compared to a loss of $77.8 million in the Prior Year Nine Months. Excluding trademark and goodwill impairment, operating income from the women’s segment was $37.7 million in the Prior Year Nine Months. Operating income from the men’s operating segment was $17.8 million in the Current Nine Months compared to $8.4 million in the Prior Year Nine Months. Excluding the loss of termination of licenses, operating income from the men’s segment was $14.0 million in the Prior Year Nine Months. Operating income from the home segment was $9.8 million in the Current Nine Months compared to $15.9 million in the Prior Year Nine Months. Operating income from the international segment was $25.4 million in the Current Nine Months compared to $23.8 million in the Prior Year Nine Months. Corporate operating loss was $50.4 million in the Current Nine Months compared to operating loss of $37.2 million in the Prior Year Nine Months. Excluding investment impairment, operating loss from the corporate segment was $33.4 million in the Current Nine Months.

Other Expenses (income)-Net. Other expenses (income)- net was approximately $37.1 million for the Current Nine Months as compared to income of $44.0 million for the Prior Year Nine Months, an increase of $81.1 million. The increase was primarily related to (i) a decrease of $68.0 million in the Nine Months related to the mark-to-market adjustment from the Company’s 5.75% Convertible Notes based on the Company’s accounting treatment which requires the fair value of the debt at the end of each period and (ii) a gain on the extinguishment of debt of $4.5 million in the Prior Year Nine Months of which there is no comparable income in the Current Year Nine Months and (iii) a gain in the Prior Year Nine Months of $8.4 million due to the consolidation of the Australia joint venture of which there is no comparable income in the Current Year Nine Months.

Provision for Income Taxes. The effective income tax rate for the Current Nine Months is approximately -15%, which resulted in a $1.3 million income tax provision, as compared to an effective income tax rate of 0.6% in the Prior Year Nine Months, which resulted in a $0.1 million income tax benefit. The decrease in tax expense is due to expenses recorded in the Current Nine Month period for which no tax benefit was able to be recognized and to trademark impairments recorded in the Prior Year Nine Months, for which the Company recognized a tax benefit.

Net Income. Our net loss was approximately $9.5 million in the Current Nine Months, compared to a net loss of approximately $22.8 million in the Prior Year Nine Months, resulting from the factors discussed above.

Liquidity and Capital Resources

Liquidity

Our principal capital requirements are to refinance or extinguish existing indebtedness and to fund working capital needs. We currently rely primarily on asset sales and the issuance of indebtedness to refinance existing indebtedness. At September 30, 2019 and December 31, 2018, our cash totaled $44.0 million and $66.6 million, respectively, not including short-term restricted cash of $15.1

million and $16.0 million, respectively. Our short-term restricted cash primarily consists of collection and investment accounts related to our Securitization Notes.

We may, from time to time, seek to retire or repurchase our outstanding debt through cash purchases and/or exchanges for equity or debt securities, in open market transactions, privately negotiated transactions, or otherwise. Such repurchase or exchanges, if any, will depend on prevailing market conditions, our liquidity requirements, contractual restrictions and other factors. The amounts involved in any such transactions may individually or in the aggregate, be material.

See Note 8 of the Notes to Unaudited Condensed Consolidated Financial Statements for detail on our existing debt arrangements.

Operating Activities

Net cash provided by operating activities decreased $33.8 million from net cash provided by operating activities of $49.7 million in the Prior Year Nine Months to net cash provided by operating activities of $15.9 million in the Current Nine Months. The decrease is primarily due to the decrease in revenues from $145.0 million in the Prior Year Nine Months to $105.8 million in the Current Nine Months.

Investing Activities

Net cash used in investing activities decreased approximately $3.9 million, from net cash used in investing activities of $7.3 million in the Prior Year Nine Months to net cash used in investing activities of $3.4 million in the Current Nine Months. The difference between both periods is primarily due $7.1 million of cash used in the Prior Year Nine Months related to the Company’s acquisition of the remaining interest in Iconix Canada of which there was no corresponding amount in the Current Nine Months and the Company’s receipt of $3.0 million in cash from the sale of its interest in Ningbo Material Girl during the Current Nine Months offset by cash used in the acquisition of a perpetual royalty agreement for Ecko which was recorded to trademarks in the Current Nine Months.

Financing Activities

Net cash used in financing activities decreased approximately $33.1 million, from cash used in financing activities of $69.0 million in the Prior Year Nine Months to cash used in financing activities of $35.9 million in the Current Nine Months. The decrease between both periods is primarily due to the debt financings that occurred in the Prior Year Nine Months in which the Company exchanged its outstanding principal balance of its 1.50% Convertible Notes for its 5.75% Convertible Notes in the Prior Year Nine Months of which there was no similar transaction in the Current Nine Months.

Other Matters

Critical Accounting Policies

The Company’s consolidated financial statements are based on the accounting policies used. Certain accounting polices require that estimates and assumptions be made by management for use in the preparation of the financial statements. Critical accounting policies are those that are central to the presentation of the Company’s financial condition and results and that require subjective or complex estimates by management. There have been no material changes with respect to the Company’s critical accounting policies from those disclosed in its 2018 Annual Report on Form 10-K filed with the SEC on March 28, 2019.

Recent Accounting Pronouncements

See Note 20 of the notes to unaudited condensed consolidated financial statements for recent accounting pronouncements.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. The statements that are not historical facts contained in this Quarterly Report are forward looking statements that involve a number of known and unknown risks, uncertainties and other factors, all of which are difficult or impossible to predict and many of which are beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed

or implied by such forward looking statements. These risks are detailed in our Form 10-K for the fiscal year ended December 31, 2018 and other SEC filings. The words “believe,” “anticipate,” “expect,” “confident,” “project,” “provide,” “guidance” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statement was made.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

The Company, under the supervision and with the participation of its management, including its principal executive officer and principal financial and accounting officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, herein referred to as the Exchange Act) as of the end of the period covered by this Quarterly Report. The purpose of disclosure controls is to ensure that information required to be disclosed in our reports filed with or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed to ensure that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. In 2017 and 2018, material weaknesses were identified in certain of the Company’s review and other controls, which have been enumerated in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.

Addressing the Material Weaknesses

The material weaknesses not remediated at December 31, 2018 were in the areas of financial reporting for the modification of our debt, and implementation of the new revenue recognition standard, ASC 606. During 2018 and continuing in 2019, the Company made changes to its internal controls in these areas which included more robust review procedures and seeking accounting consultation from third party advisors proactively, as well as changes in personnel. No additional internal control issues have been identified in these areas; however, the material weaknesses cannot be considered completely remediated until the applicable additional controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively. As a result of the foregoing, the principal executive officer and the principal financial and accounting officer concluded that as of September 30, 2019, certain of the Company’s internal controls related to the financial reporting for the modification of our debt, financial reporting for the new revenue recognition standard, ASC 606, and financial reporting for the earnings per share impact of redeemable non-controlling interest, were not effective.

Notwithstanding the discussion above, our principal executive officer and principal financial and accounting officer have concluded that the financial statements included in this Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

The principal executive officer and principal financial officer also conducted an evaluation of internal control over financial reporting, herein referred to as internal control, to determine whether any changes in internal control occurred during the three months ended September 30, 2019, that may have materially affected, or which are reasonably likely to materially affect internal control. Based on that evaluation, there has been no change in the Company’s internal control during the three months ended September 30, 2019 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control, except for the matters discussed above.

The foregoing has been approved by our management team, including our Chief Executive Officer and Chief Financial Officer, who have been involved with the reassessment and analysis of our internal control over financial reporting.

The Audit Committee, which consists of independent, non-executive directors, will continue to meet regularly with management, the Director of Internal Audit, and the independent accountants to review accounting, reporting, auditing and internal control matters. The Audit Committee has direct and private access to the Director of Internal Audit and the external auditors, and will meet with each, separately, in executive sessions. The Company reviewed the results of management’s assessment of its internal control over financial reporting with the Audit Committee of the Board of Directors and they agreed with the conclusions.

PART II. Other Information

Item 1. Legal Proceedings.

In May 2016, Supply Company, LLC (“ Supply), a former licensee of the Ed Hardy trademark, commenced the action against the Company and its affiliate, Hardy Way, LLC (“Hardy Way” and together with the Company, the “Iconix Defandants”) seeking damages of $50 million, including punitive damages, attorneys’ fees and costs. Supply alleges that Hardy Way breached the parties’ license agreement by failing to reimburse Supply for markdown reimbursement requests that Supply received from a certain retailer. Supply also alleges that the Company is liable for fraud because it made purported misstatements about the Company’s financials and the viability of the Ed Hardy trademark in order to induce Supply to enter into the license agreement and to induce Supply to enter into a separate agreement with a certain retailer. The Iconix Defendants are vigorously defending against the claims, and have filed a motion to dismiss the Complaint, which is awaiting Court decision. At this time, the Company is unable to estimate the ultimate outcome of this matter.

Item 1A. Risk Factors.

In addition to the risk factors disclosed in Part 1, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2018, set forth below are certain factors that have affected, and in the future could affect, our operations or financial condition. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could impact our operations. The risks described below and in our Annual Report on Form 10-K for the year ended December 31, 2018, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our financial condition and/or operating results.

Our existing and future debt obligations could impair our liquidity and financial condition, and in the event we are unable to meet our debt obligations we could lose title to certain trademarks.

As of September 30, 2019, the Company’s consolidated balance sheet reflects debt of approximately $645.1 million (which is net of $2.5 million of debt issuance costs), including (i) securitization debt of $444.3 million (net of original issue discount of $2.6 million) under our Series 2012-1 4.229% Senior Secured Notes, Class A-2, Series 2013-1 4.352% Senior Secured Notes, Class A-2 (collectively, the “Senior Secured Notes”), and the Variable Funding Notes, (ii) senior secured debt of $168.2 million (net of original issue discount of $14.5 million) under our Senior Secured Term Loan, and (iii) subordinated secured debt of $94.4 million (which is recorded in our consolidated balance sheet as of September 30, 2019 at a fair value of $35.1 million) under our 5.75% convertible senior subordinated secured second lien notes due 2023 (the “5.75% Convertible Notes”). We may also assume or incur additional debt, including secured debt, in the future in connection with, or to fund, future acquisitions or refinance our existing debt obligations. Our outstanding debt obligations:

•

could impair our liquidity;

•

could make it more difficult for the Company to satisfy its other obligations;

•

require us to dedicate a substantial portion of our cash flow to payments on our debt obligations, which reduces the availability of our cash flow to fund working capital, capital expenditures and other corporate requirements;

•

could impede us from obtaining additional financing in the future for working capital, capital expenditures, acquisitions and general corporate purposes;

•

impose restrictions on us with respect to the use of our available cash;

•

make us more vulnerable in the event of a downturn in our business prospects and could limit our flexibility to plan for, or react to, changes in our licensing markets; and

•

could place us at a competitive disadvantage when compared to our competitors who have less debt and/or less leverage.

In the event that we fail to make any required payment under any current or future agreements governing our indebtedness or fail to comply with the financial and operating covenants contained in those agreements, we would be in default regarding that indebtedness. A debt default could significantly diminish the market value and marketability of our common stock, result in the acceleration of the payment obligations under all or a portion of our consolidated indebtedness and impact the Company’s ability to continue as a going concern.

A substantial portion of our licensing revenue is concentrated with a limited number of licensees, such that the loss of any of such licensees or their renewal on terms less favorable than today, could slow our growth plans, decrease our revenue and impair our cash flows.

Our licenses with Centric Brands and Kohls represent, each in the aggregate, our two largest licensees during the three months ended September 30, 2019, representing approximately 10% and 8%, respectively of our total revenue for such period.

Because we are dependent on these licensees for a significant portion of our licensing revenue, if any of them were to have financial difficulties affecting their ability to make payments, cease operations, or if any of these licensees decides not to renew or extend any existing agreement with us, or to significantly reduce its sales of licensed products under any of the agreement(s), our revenue and cash flows could be reduced substantially.

As previously disclosed, the Company was notified of the following non-renewals of license agreements: (i) the OP, Starter and Danskin Now DTR license agreements with Walmart, (ii) the Mossimo DTR license agreement with Target, (iii) the Royal Velvet license agreement with J.C. Penney’s and (iv) the Material Girl DTR license agreement with Macy’s. Also, Kmart/Sears filed for Chapter 11 bankruptcy in October 2018 and subsequently rejected the existing license agreements for Joe Boxer, Cannon and Bongo. While the Company is actively working to place these brands with other licensees, and is in negotiations with Kmart/Sears related to its existing license agreements, the failure to enter into replacement license agreements for these brands on economic terms similar to such DTR arrangements may adversely affect our future revenues and cash flows.

In addition, we may face increasing competition in the future for direct-to-retail licenses as other companies owning established brands may decide to enter into licensing arrangements with retailers similar to those we currently have in place. Furthermore, our current or potential direct-to-retail licensees may decide to more prominently promote and market competing brands, or develop or purchase other or establish their own brands, rather than continue their licensing arrangements with us. In addition, increased competition could result in lower sales of products offered by our direct-to-retail licensees under our brands. If our competition for retail licenses increases, it may take us longer to procure additional retail licenses.

We have a material amount of goodwill and other intangible assets, including our trademarks, recorded on our balance sheet. As a result of changes in market conditions and declines in the estimated fair value of these assets, we may, in the future, be required to further write down a portion of this goodwill and other intangible assets and such write-down would, as applicable, either decrease our net income or increase our net loss.

As of September 30, 2019, goodwill represented approximately $26.1 million, or approximately 4% of the Company’s total consolidated assets, and trademarks and other intangible assets represented approximately $337.2 million, or approximately 56% of our total consolidated assets. Under current U.S. GAAP accounting standards, goodwill and indefinite life intangible assets, including most of our trademarks, are no longer amortized, but instead are subject to impairment evaluation based on related estimated fair values, with such testing to be done at least annually.

There can be no assurance that any future downturn in the business of any of the Company’s segments, or a continued decrease in our market capitalization, will not result in a further write-down of goodwill or trademarks, which would either decrease the Company’s net income or increase the Company’s net loss, which may or may not have a material impact to the Company’s consolidated statement of operations.

Our insurance coverage may not be adequate or available for us to avoid or limit our exposure in respect of pending actions or in future claims and adequate insurance coverage may not be available in sufficient amounts or at a reasonable cost in the future. Even in the event the Company is able to resolve all outstanding disputes related to the 2015 Matters as they relate to the Company, the Company retains significant obligations to advance legal fees and costs related to the Government Investigations of certain of its current and former directors, officers and employees as either targets or witnesses for the government, and the amount of such fees and the duration of this liability will be difficult to predict.

As disclosed in our Risk Factors of our Annual Report on Form 10-K for the year ended December 31, 2018, we have been named in securities litigations, which could be expensive and could divert our management’s attention. As previously disclosed, the Company has been subject to Government Investigations. Also, as previously disclosed, our insurance coverage may not be adequate or available for us to avoid or limit our exposure in these pending actions relating to future claims, and adequate insurance coverage may not be available in sufficient amounts or at a reasonable cost in the future. Furthermore, the Company is obligated to advance legal and other fees to its current and former directors, officers and employees, which such amounts to date have been significant. During the Current Quarter, as a result of the expenses related to the 2015 Matters, the Company’s insurance coverage related to the 2015 Matters has been exhausted. As such, the Company will not be reimbursed for any further expenses incurred related to the 2015 Matters, including by certain of its current and former directors, officers and employees that may be targets of or witnesses in any additional enforcement, investigatory or other legal actions taken by the SEC or SDNY in respect of such individuals.

The risks described herein and in the Company’s Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company, or that are currently deemed to be immaterial, also may materially adversely affect the Company’s business, financial condition and/or future operating results.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

There have been no sales of unregistered equity securities in the Current Quarter.

The following table presents information with respect to purchases of common stock made by the Company during the Current Quarter (share count in thousands):

Month of purchase

Total

number

of shares

purchased*

Average

price

paid per

Total number of

shares purchased

as part of publicly

announced plans

or programs

Maximum number

(or approximate

dollar value) of

shares that may

yet be purchased

under the plans or

programs

July 1 - July 31

—

August 1 - August 31

—

September 1 - September 30

—

Total

—

*	Amounts purchased represent shares surrendered to the Company to pay withholding taxes due upon the vesting of restricted stock.

Item 6. Exhibits

EXHIBIT NO.		DESCRIPTION OF EXHIBIT
Exhibit 31.1		Certification of Chief Executive Officer Pursuant To Rule 13a-14 or 15d-14 of The Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act of 2002*

Exhibit 31.2		Certification of Chief Financial Officer Pursuant To Rule 13a-14 or 15d-14 of The Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act of 2002*

Exhibit 32.1		Certification of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002**

Exhibit 32.2		Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002**

Exhibit 101.INS		XBRL Instance Document*

Exhibit 101.SCH		XBRL Schema Document*

Exhibit 101.CAL		XBRL Calculation Linkbase Document*

Exhibit 101.DEF		XBRL Definition Linkbase Document*

Exhibit 101.LAB		XBRL Label Linkbase Document*

Exhibit 101.PRE		XBRL Presentation Linkbase Document*

*	Filed herewith.

**	Furnished herewith.

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, thereunto duly authorized.

		Iconix Brand Group, Inc.
		(Registrant)

Date: November 13, 2019		/s/ Robert C. Galvin
		Robert Galvin
		President and Chief Executive Officer (Principal Executive Officer)

Date: November 13, 2019		/s/ John T. McClain
		John T. McClain
		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)