United States


Securities and Exchange
Commission


Washington, D.C.
20549









FORM 10-Q




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


For the Quarterly Period
EndedMarch 31, 2009




OR




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


For the Transition Period
From________to________.


Commission file number0-10593





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)







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.  YesxNo ̈





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).  Yes ̈No ̈





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




Large accelerated filerx
                Accelerated fileroNon-accelerated filero(Do not check if a smaller reporting company)
                Smaller reporting companyo




Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act)


YesoNox





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





Common Stock, $.001 Par Value –
59,871,570 shares as of May 6, 2009.




1





INDEX





FORM 10-Q





Iconix Brand Group, Inc. and
Subsidiaries




Page No.Part I.
            
            Financial
      Information
            
            3Item 1.
            
            Financial
      Statements
            
            3Condensed Consolidated Balance
      Sheets – March 31, 2009 (unaudited) and December 31,
      2008
            
            3Unaudited Condensed Consolidated
      Income Statements - Three Months Ended March 31, 2009 and
      2008
            
            4Unaudited Condensed Consolidated
      Statement of Stockholders' Equity - Three Months Ended March 31,
      2009
            
            5Unaudited Condensed Consolidated
      Statements of Cash Flows - Three Months Ended March 31, 2009 and
      2008
            
            6Notes to Unaudited Condensed
      Consolidated Financial Statements
            
            8Item 2.
            
            Management's Discussion and
      Analysis of Financial Condition and Results of
      Operations
            
            23Item 3.
            
            Quantitative and Qualitative
      Disclosures about Market Risk
            
            27Item 4.
            
            Controls and
      Procedures
            
            28Part II.
            
            Other
      Information
            
            28Item 1.
            
            Legal
      Proceedings
            
            28Item 1A.
            
            Risk
Factors
            
            28Item 2.
            
            Unregistered Sales of Equity
      Securities and Use of Proceeds
            
            32Item 6.
            
            Exhibits
            
            32Signatures
            
            
            
            33





2





Part I.  Financial
Information


Item 1. Financial
Statements





Iconix Brand Group, Inc. and
Subsidiaries


Condensed Consolidated Balance
Sheets


(in thousands, except par
value)





March 31,
              
              
              December
31,2009
              
              
              2008(1)(unaudited)AssetsCurrent
    Assets:Cash (including restricted cash of
      $5,103 in 2009 and $875 in 2008)
              
              $
              43,195
              
              
              $
              67,279Accounts
      receivable
              
              
              47,189
              
              
              
              47,054Deferred income tax
      assets
              
              
              2,329
              
              
              
              1,655Prepaid advertising and
      other
              
              
              12,720
              
              
              
              14,375Total Current
      Assets
              
              
              105,433
              
              
              
              130,363Property and
      equipment:Furniture, fixtures and
      equipment
              
              
              9,198
              
              
              
              9,187Less: Accumulated
      depreciation
              
              
              (2,804
              )
              
              
              (2,468
              )6,394
              
              
              
              6,719Other
    Assets:Restricted
    cash
              
              
              15,866
              
              
              
              15,866Marketable
      securities
              
              
              7,456
              
              
              
              7,522Goodwill
              
              
              151,532
              
              
              
              144,725Trademarks and other intangibles,
      net
              
              
              1,058,731
              
              
              
              1,060,460Deferred financing costs,
      net
              
              
              6,091
              
              
              
              6,524Non-current deferred income tax
      assets
              
              
              23,608
              
              
              
              25,463Investment in joint
      venture
              
              
              3,989
              
              
              
              4,097Other assets –
      non-current
              
              
              18,988
              
              
              
              18,5201,286,261
              
              
              
              1,283,177Total
Assets
              
              $
              1,398,088
              
              
              $
              1,420,259Liabilities and Stockholders'
      EquityCurrent
      liabilities:Accounts payable and accrued
      expenses
              
              $
              23,109
              
              
              $
              22,392Accounts payable, subject to
      litigation
              
              
              1,878
              
              
              
              1,878Deferred
      revenue
              
              
              577
              
              
              
              5,570Current portion of long-term
      debt
              
              
              46,521
              
              
              
              73,363Total current
      liabilities
              
              
              72,085
              
              
              
              103,203Non-current deferred income
      taxes
              
              
              122,911
              
              
              
              118,469Long-term debt, less current
      maturities
              
              
              531,503
              
              
              
              545,226Long term deferred
      revenue
              
              
              9,439
              
              
              
              9,272Total
      Liabilities
              
              
              735,938
              
              
              
              776,170Commitments and
      contingenciesStockholders'
      EquityCommon stock, $.001 par value
      shares authorized 150,000; shares issued  58,077 and 59,077
      respectively
              
              
              58
              
              
              
              58Additional paid-in
      capital
              
              
              535,244
              
              
              
              533,235Retained
      earnings
              
              
              136,007
              
              
              
              120,358Accumulated other comprehensive
      loss
              
              
              (3,912
              )
              
              
              (3,880
              )Less: Treasury stock – 1,125 and
      921 shares at cost, respectively
              
              
              (7,167
              )
              
              
              (5,682
              )Total Iconix Stockholders’
      Equity
              
              
              660,230
              
              
              
              644,089Non-controlling
      interest
              
              
              1,920
              
              
              
              -Total Stockholders’
      Equity
              
              
              662,150
              
              
              
              644,089Total Liabilities and
      Stockholders' Equity
              
              $
              1,398,088
              
              
              $
              1,420,259





(1) As
adjusted due to implementation of FSP APB 14-1.  See Notes 2 and
6.





See Notes to Unaudited Condensed
Consolidated Financial Statements.





3




Iconix Brand Group, Inc. and
Subsidiaries





Unaudited Condensed Consolidated Income
Statements


(in thousands, except earnings per share
data)





Three Months Ended March
      31,2009
                                                                                                          
                                                                                                          
                                                                                                          2008(1)Licensing and other
      revenue
                                                                                                          
                                                                                                          $
                                                                                                          50,501
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          55,667Selling, general and
      administrative expenses
                                                                                                          
                                                                                                          
                                                                                                          16,270
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          18,711Expenses related to specific
      litigation
                                                                                                          
                                                                                                          
                                                                                                          54
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          191Operating
      income
                                                                                                          
                                                                                                          
                                                                                                          34,177
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          36,765Other
    expenses:Interest
      expense
                                                                                                          
                                                                                                          
                                                                                                          10,438
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          12,946Interest
    income
                                                                                                          
                                                                                                          
                                                                                                          (603
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          (1,566
                                                                                                          )Equity loss on joint venture and
      other
                                                                                                          
                                                                                                          
                                                                                                          (37
                                                                                                          )
                                                                                                          
                                                                                                          
                                                                                                          -Other expenses -
      net
                                                                                                          
                                                                                                          
                                                                                                          9,798
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          11,380Income before income
      taxes
                                                                                                          
                                                                                                          
                                                                                                          24,379
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          25,385Provision for income
      taxes
                                                                                                          
                                                                                                          
                                                                                                          8,730
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          8,864Net income
                                                                                                          
                                                                                                          $
                                                                                                          15,649
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          16,521Earnings per
      share:Basic
                                                                                                          
                                                                                                          $
                                                                                                          0.27
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          0.29Diluted
                                                                                                          
                                                                                                          $
                                                                                                          0.26
                                                                                                          
                                                                                                          
                                                                                                          $
                                                                                                          0.27Weighted average number of common
      shares outstanding:Basic
                                                                                                          
                                                                                                          
                                                                                                          58,044
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          57,422Diluted
                                                                                                          
                                                                                                          
                                                                                                          60,892
                                                                                                          
                                                                                                          
                                                                                                          
                                                                                                          61,350





(1) As
adjusted due to implementation of FSP APB 14-1.  See Notes 2 and
6.





See Notes to Unaudited Condensed
Consolidated Financial Statements.





4




Iconix Brand Group, Inc. and
Subsidiaries





Unaudited Condensed Consolidated
Statement of Stockholders' Equity





Three Months Ended March 31,
2009


(in thousands)




AccumulatedAdditional
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          Other
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          
                                                                                          Non-Common Stock
                                                                                          
                                                                                          
                                                                                          Paid-in
                                                                                          
                                                                                          
                                                                                          Retained
                                                                                          
                                                                                          
                                                                                          Comprehensive
                                                                                          
                                                                                          
                                                                                          Treasury
                                                                                          
                                                                                          
                                                                                          ControllingShares
                                                                                          
                                                                                          
                                                                                          Amount
                                                                                          
                                                                                          
                                                                                          Capital
                                                                                          
                                                                                          
                                                                                          Earnings
                                                                                          
                                                                                          
                                                                                          Loss
                                                                                          
                                                                                          
                                                                                          Stock
                                                                                          
                                                                                          
                                                                                          Interest
                                                                                          
                                                                                          
                                                                                          TotalBalance at January 1, 2009 - as
      adjusted(1)
                                                                                          
                                                                                          
                                                                                          58,156
                                                                                          
                                                                                          
                                                                                          $
                                                                                          58
                                                                                          
                                                                                          
                                                                                          $
                                                                                          533,235
                                                                                          
                                                                                          
                                                                                          $
                                                                                          120,358
                                                                                          
                                                                                          
                                                                                          $
                                                                                          (3,880
                                                                                          )
                                                                                          
                                                                                          $
                                                                                          (5,682
                                                                                          )
                                                                                          
                                                                                          $
                                                                                          -
                                                                                          
                                                                                          
                                                                                          $
                                                                                          644,089Shares issued on exercise of stock
      options
                                                                                          
                                                                                          
                                                                                          40
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          136
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          136Shares issued on vesting of
      restricted stock
                                                                                          
                                                                                          
                                                                                          85
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -Shares repurchased on the open
      market
                                                                                          
                                                                                          
                                                                                          (200
                                                                                          )
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          (1,455
                                                                                          )
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          (1,455
                                                                                          )Shares repurchased on vesting of
      restricted stock and exercise of stock options
                                                                                          
                                                                                          
                                                                                          (4
                                                                                          )
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          (30
                                                                                          )
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          (30
                                                                                          )Tax benefit of stock option
      exercises
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          261
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          261Amortization expense in connection
      with restricted stock
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          1,612
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          1,612Comprehensive
      income:Net income
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          15,649
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          15,649Change in fairvalue of cash flow
      hedge
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          34
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          34Change in fairvalue of
      securities
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          (66
                                                                                          )
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          (66
                                                                                          )Total comprehensive
      income
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          15,617Increase in non-controlling
      interest
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          -
                                                                                          
                                                                                          
                                                                                          
                                                                                          1,920
                                                                                          
                                                                                          
                                                                                          
                                                                                          1,920Balance at March 31,
      2009
                                                                                          
                                                                                          
                                                                                          58,077
                                                                                          
                                                                                          
                                                                                          $
                                                                                          58
                                                                                          
                                                                                          
                                                                                          $
                                                                                          535,244
                                                                                          
                                                                                          
                                                                                          $
                                                                                          136,007
                                                                                          
                                                                                          
                                                                                          $
                                                                                          (3,912
                                                                                          )
                                                                                          
                                                                                          $
                                                                                          (7,167
                                                                                          )
                                                                                          
                                                                                          $
                                                                                          1,920
                                                                                          
                                                                                          
                                                                                          $
                                                                                          662,150




(1) As
adjusted due to implementation of FSP APB 14-1.  See Notes 2 and
6.





See Notes to Unaudited Condensed
Consolidated Financial Statements.





5




Iconix Brand Group, Inc. and
Subsidiaries





Unaudited Condensed Consolidated
Statements of Cash Flows


(in thousands)





Three Months Ended March
      31,2009
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      2008(1)Cash flows from operating
      activities:Net income
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      15,649
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      16,521Depreciation of property and
      equipment
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      336
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      71Amortization of trademarks and
      other intangibles
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,787
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,917Amortization of deferred financing
      costs
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      605
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      440Amortization of convertible note
      discount
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      3,340
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      3,149Stock-based compensation
      expense
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,612
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      2,106Change in non-controlling
      interest
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (146
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -Change in allowance for bad
      debts
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      416
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      173Accrued interest on long-term
      debt
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,644
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,344Equity investment in joint
      venture
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      108
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -Deferred income
      taxes
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      5,623
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      4,606Changes in operating assets and
      liabilities, net of business acquisitions:Accounts
      receivable
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (551
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (7,052Prepaid advertising and
      other
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,655
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (1,217Other
assets
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (468
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      363Deferred
      revenue
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (4,826
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (4,157Accounts payable and accrued
      expenses
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (1,067
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      862Net cash provided by operating
      activities
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      25,717
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      19,126Cash flows used in investing
      activities:Purchases of property and
      equipment
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (11
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (438Additions to
      trademarks
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (58
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (106Collection on promissory
      note
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      500Earn-out payment on
      acquisition
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (6,667
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -Net cash used in investing
      activities
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (6,736
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (44Cash flows used in financing
      activities:Proceeds from exercise of stock
      options and warrants
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      136
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,206Shares repurchased on vesting of
      restricted stock and exercise of stock options
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (30
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -Expiration of cash flow
      hedge
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      34Shares repurchased on the open
      market
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (1,455
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -Payment of long-term
      debt
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (44,077
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (20,546Non-controlling interest
      contribution
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      2,066
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -Excess tax benefit from
      share-based payment arrangements
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      261
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      4,001Restricted cash -
      current
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (4,228
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      1,366Restricted cash -
      non-current
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      -
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (679Net cash used in financing
      activities
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (47,293
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (14,652Net(decrease)increase in cash and cash
      equivalents
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      (28,312
                                                                                                                                      )
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      4,430Cash, beginning of
      period
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      66,404
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      48,067Cash, end of
      period
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      38,092
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      52,497Balance of restricted cash -
      current
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      5,103
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      3,839Total cash including current
      restricted cash, end of period
                                                                                                                                      
                                                                                                                                      $
                                                                                                                                      43,195
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      
                                                                                                                                      56,336





(1) As
adjusted due to implementation of FSP APB 14-1.  See Notes 2 and
6.





6




Supplemental disclosure of cash flow
information:




Three Months Ended March
      31,2009
                                
                                
                                2008Cash paid during the
      period:Income
taxes
                                
                                $
                                302
                                
                                
                                $
                                343Interest
                                
                                $
                                4,874
                                
                                
                                $
                                7,823






See Notes to Unaudited Condensed
Consolidated Financial Statements.





7





Iconix Brand Group, Inc. and
Subsidiaries





Notes to Unaudited Condensed
Consolidated Financial Statements


March 31, 2009





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
fairpresentation have been included.
Operating results for the three months ended March 31, 2009 (“Current Quarter”)
are not necessarily indicative of the results that may be expected for a full
fiscal year.




Certain prior period amounts have been
reclassified to conform to the current period’s
presentation.





For further information, refer to the
consolidated financial statements and footnotes thereto included in the
Company's Annual Report on Form 10-K for the year ended December 31, 2008
(“fiscal 2008”).





2.  Changes in
Accounting





In the first quarter of 2009, the Company adopted
the provisions of Financial Accounting Standards Board Staff Position APB 14-1
“Accounting for Convertible Debt Instruments That May Be Settled in Cash Upon
Conversion” (“FSP APB 14-1”), which changed the accounting for convertible debt
instruments with cash settlement features. FSP APB 14-1 applies to the Company’s
previously issued convertible senior subordinated notes (“Convertible Notes”).
In accordance with FSP APB 14-1, the Company recognized both the liability and
equity components of its Convertible Notes at fairvalue. The liability component is
recognized as the fairvalue of a similar instrument that does
not have a conversion feature at issuance. The equity component, which is the
value of the conversion feature at issuance, is recognized as the difference
between the proceeds from the issuance of the Convertible Notes and the
fairvalue of the liability component, after
adjusting for the deferred tax impact. The Convertible Notes were issued at a
coupon rate of 1.875%, which was below that of a similar instrument that does
not have a conversion feature.TheCompany recognizes an effective interest
rate of7.85% on the carrying amount of the
Convertible Notes.  The effective rate is based on the rate for a
similar instrument that does not have a conversion feature.As such, the valuation of the debt
component, using the income approach, resulted in a debt discount of $73.4
million at inception. The debt discount is amortized over the expected life of
the debt, which is also the stated life of the debt. See Note 6 for further
discussion.





As a result of applying FSP APB 14-1
retrospectively to all periods presented, the Company recognized the following
incremental effects on individual line items on the consolidated balance sheet
as of December 31, 2008:




(000’s
      omitted)
                      
                      Before
      FSP
                        APB
      14-1
                      
                      
                      Adjustment
                      
                      
                      After
      FSP
                        APB
      14-1Non-current
      deferred income tax liabilities
                      
                      $
                      99,604
                      
                      
                      $
                      18,865
                      
                      
                      $
                      118,469Long-term
      debt, less current maturities
                      
                      
                      594,664
                      
                      
                      
                      (49,438
                      )
                      
                      
                      545,226Additional
      paid-in-capital
                      
                      
                      491,936
                      
                      
                      
                      41,299
                      
                      
                      
                      533,235Retained
      earnings
                      
                      
                      131,094
                      
                      
                      
                      (10,736
                      )
                      
                      
                      120,358





The impact of implementing FSP APB 14-1
for the three months ended March 31, 2008 (“Prior Year Quarter”) has increased
interest expense by $2.8 million and decreased the provision for income taxes by
$1.1 million, the net result of which decreased net income by $1.7 million and
decreased diluted earnings per share by $0.03.




The
impact of implementing FSP APB 14-1 for the Current Quarter has increased
interest expense by $3.0 million and decreased the provision for income taxes by
$1.1 million, the net result of which decreased net income by $1.9 million and
decreased diluted earnings per share by $0.03.




3.  Investments in Joint
Ventures




Scion LLC





Scion LLC (“Scion”) is a brand
management and licensing company formed by the Company with Shawn “Jay-Z” Carter
in March 2007 to buy, create and develop brands across a spectrum of consumer
product categories. On November 7, 2007, Scion,through itswholly-owned subsidiaryArtful Holdings LLC (“Artful Holdings”),purchased Artful Dodger, an
exclusive, high end urban apparel brand for a purchase price of $15.0 million.
Concurrent with the acquisition of Artful Dodger, ArtfulHoldingsentered into a license agreement
covering all major apparel categories for the United
States.





The brand has also been licensed to
wholesale partnersand
distributorsin Canada and
Europe.





At inception, the Company determined
that it would consolidate Scion since, underFinancial Accounting Standards Board
(“FASB”) Interpretations No. 46 “Consolidation of Variable Interest Entities –
revised” (“FIN
46R”), theCompany effectively holds a 100% equity
interest and is the primary beneficiary in the variable interest entity.For the Current Quarter and
the Prior Year Quarter, the
impact of consolidating the joint venture into the Company’sunaudited condensedconsolidated statement of income
decreased net income by $0.2millionand increased net income by $0.2
million, respectively.




8




At March 31, 2009, the impact of
consolidating the joint venture on the Company’sunaudited condensedconsolidated balance sheet has
increased current assets by $6.0 million, non-current assets by $15.1 million
and current liabilities by $1.4 million.At December 31, 2008, the
impact of consolidating the joint venture on the Company’s consolidated balance
sheet had increased current assets by $3.5million, non-current assets by
$15.3millionand current liabilities by
$2.3million.





As of March 31, 2009and December 31, 2008,the Company’s equity at riskin Scionwas approximately $18.1millionand $16.0 million,
respectively.At March 31, 2009 and December 31, 2008,
the carrying value of the
consolidated assets that are collateral for the variable interest entity’s
obligations total $14.5 millionand $14.7 million, respectively, which
iscomprised ofthe Artful
Dodgertrademark.
The assets of the Company are not available to the variable interest
entity's creditors.





On March
12, 2009, the Company, through its investment in Scion,  effectively
acquired a 16.5% interest in one of its licensees for $1. The Company has
determined that the licensee is a variable interest entity as defined by FIN
46R.  However, the Company does not have significant control over the
licensee; therefore, this investment is accounted for under the cost method of
accounting.  As part of the transaction, the Company and its Scion
partner each contributed approximately $2.1 million to Scion, which was
deposited as cash collateral under the terms of the licensee’s financing
agreements.  The contributed cash, owned by Scion, is included as
short-term restricted cash in the Company’s balance sheet.








In December 2007, the FASB issued SFAS
No. 160, “Non-controlling Interests in Consolidated Financial Statements — an
amendment of ARB No. 51” (“SFAS 160”).SFAS160 requires the recognition of a non-controlling
interest (formerly known as a “minority interest”) as equity in the consolidated
financial statements and separate from the parent’s equity. For the Current
Quarter, the amount of net income attributable to the non-controlling interest
is approximately $0.1 million and has been included in equity loss on joint
venture and other on the unaudited condensed consolidated income
statement.





Iconix China





On September 5, 2008, the Company and
Novel Fashions Holdings Limited (“Novel”) formed a 50/50 joint venture (“Iconix
China”) to develop, exploit and market the Company's brands in the People’s
Republic of China, Hong Kong, Macau and Taiwan (the “China Territory”). Pursuant
to the terms of this transaction, the Company contributed to Iconix China
substantially all rights to its brands in the China Territory and committed to
contribute $5.0 million, and Novel committed to contribute $20
million.  Upon closing of the transaction, the Company contributed
$2.0 million and Novel contributed $8.0 million.  The balance of the
parties’ respective contributions are due inSeptember2009 andSeptember2010.





At inception, the Company determined, in
accordance with FIN 46R, based on the corporate structure, voting rights and
contributions of the Company and Novel,thatIconix China is a variable interest
entity and not subject to consolidation, as, under FIN46R,the Company is not the primary
beneficiary of Iconix China.  The Company has recorded its investment
under the equity method of accounting.





At March
31, 2009, t 6.8 million. At
December 31, 2008, the Company’s maximum exposure was $7.1
million.





At March 31, 2009, Iconix China’s
balance sheet included approximately $6.6 million in current assets, $23.5
million in total assets, $0.1 million in current liabilities, and $0.1 million
in total liabilities.For the Current Quarter, Iconix
China’sstatement of
operationsreflects that ithadless than $0.1 million in revenue and
approximately $0.7 million in operating expenses.  As a result, for the
Current Quarter, the Company recorded a loss of $0.3 million on its equity
investment in the Iconix China joint venture.





At
December 31, 2008, Iconix China’s balance sheet included approximately $8.3
million in current assets, $25.1 million in total assets, $1.2 million in
current liabilities, and $1.2 million in total liabilities.





During the Current Quarter, the Company
recorded a loss of $0.3 million on its equity investment in the Iconix China
joint venture.





Iconix Latin America





In December 2008, the Company
contributed substantially all rights to its brands in Mexico, Central
America, South America, and the Caribbean (the “Latin America Territory”) to
Iconix Latin America LLC (“Iconix Latin America”), a newly formed wholly-owned
subsidiary.  On December 29, 2008, New Brands America LLC (“New
Brands”), an affiliate of the Falic Group, purchased a 50% interest in Iconix
Latin America. Pursuant to the terms of this transaction, the Company has
contributed substantially all rights to its brands in the Latin America
Territory.  In consideration for its 50% interest in Iconix Latin
America, New Brands agreed to pay $6.0million to the Company.  New
Brands paid $1.0 million upon closing of this transaction and has committed to
pay an additional $5.0 million over the 30-month period following
closing, of which $0.5
million was paid during the Current Quarter.  As of March 31, 2009,the balance owed to the
Company under this obligation is $4.5 million.The current portion of $2.0 million is
included in the unaudited condensed consolidated balance sheet inprepaid advertising and
otherand the long term
portion of $2.5 million is included in other assets –
non-current.




9




Based on the corporate structure, voting
rights and contributions of the Company and New Brands, Iconix Latin America is
not considered a variable interest entity under FIN 46R, and, as such, is not
subject to consolidation, as the Company is not the primary beneficiary of
Iconix Latin America.  The Company has recorded its investment under
the equity method of accounting.





During the Current Quarter, the Company
recorded againof $0.2million on its equity investment in the Iconix Latin
Americajoint
venture.





4.  FairValue Measurements





SFAS No. 157 “FairValue Measurements” (“SFAS 157”), which
the Company adopted on January 1, 2008, establishes a framework for measuring
fairvalue and requires expanded disclosures about
fairvalue measurement. While SFAS 157 does
not require any new fairvalue measurements in its application
to other accounting pronouncements, it does emphasize that a fairvalue 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
fairvalue measurements, SFAS 157
established the following fairvalue 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 fairvalue 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 fairvalue 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 fairvalue measurement requires judgment and may affect the valuation
of financial assets and financial liabilities and theirplacement within the fairvalue hierarchy. The following table
summarizes the instruments measured at fairvalue at March 31,
2009:





Carrying Amount as
      ofMarch 31,
    2009
              
              
              
              
              
              
              
              
              
              Valuation(000's
    omitted)
              
              Level 1
              
              
              Level 2
              
              
              Level 3
              
              TechniqueMarketable
      Securities
              
              $
              -
              
              
              $
              -
              
              
              $
              7,456
              
              (B)Cash Flow
    Hedge
              
              $
              -
              
              
              $
              1
              
              
              $
              -
              
              (A)








Under SFAS No. 159, “The FairValue Option for Financial Assets and
Financial Liabilities” (“SFAS 159”), entities are permitted to choose to measure
many financial instruments and certain other items at fairvalue.  The Company did not
elect the fairvalue measurement option under SFAS 159
for any of its financial assets or liabilities.





In February 2008,the FASB issued FASB Staff Position No.
FAS 157-2, "Effective Date of FASB Statement No. 157," which deferred the
effective dateof adoption
of this Staff Positionto
January 1, 2009 for all nonfinancial assets and liabilities, except those that
are recognized or disclosed at fairvalue on arecurring basis (that is, atleast annually). The
Companyadopted the
deferred provisions of SFAS 157 on January 1, 2009. The adoption of
theseprovisions did not have a material
effect onthe
Company’sunaudited condensedconsolidated financial
statements.




10




Marketable
Securities





Marketable securities, which are
accounted for as available-for-sale, are stated at fairvalue in accordance with SFAS No. 115,
“Accounting for Certain Investments in Debt and Equity Securities,” (“SFAS 115”)
and consist of auction rate securities. Temporary changes in fairmarket value are recorded as other
comprehensive income or loss, whereas other than temporary markdowns will be
realized through the Company’s income statement.





As of March 31, 2009, the Company held
auction rate securities with a face value of $13.0 million and a fairvalue of $7.5 million.  The
Company estimated the fairvalue of its auction rate securities
using a discounted cash flow model where the Company used the expected rate of
interest to be received.  Although these auction rate securities
continue to pay interest according to theirstated terms and are backed by
insurance,during the
Current Quarterthe Company
has recorded anunrealized pre-tax loss of
$0.1million in other comprehensive loss as
a reduction to stockholders’ equity to reflect a temporary decline in the
fairvalue of the marketable securities
reflecting failed auctions due to sell orders exceeding buy
orders.  The Company believes the decrease in fairvalue is temporary due to general
macroeconomic market conditions, and interest is being paid in full as
scheduled.  Further, the Company has the abilityand intentto hold the securities until an
anticipated full redemption, and the Company has no reason to believe that any
of the underlying issuers of these auction rate securities or its third-party insurer are presently at risk of
default. These funds will not be available to the Company until a successful
auction occurs or a buyer is found outside the auction process. As these
instruments have failed to auction and may not auction successfully in the near
future, the Company has classified its marketable securities as non-current. The
following table summarizes the activity for the period:


Auction
      Rate Securities (000's
      omitted)
                        
                        2009
                        
                        
                        2008Balance
      at January 1,
                        
                        $
                        7,522
                        
                        
                        $
                        10,920Additions
                        
                        
                        -
                        
                        
                        
                        -Gains
      (losses) reported in earnings
                        
                        
                        -
                        
                        
                        
                        -Gains
      (losses) reported in other comprehensive income (loss)
                        
                        
                        (66
                        )
                        
                        
                        (260
                        )Balance
      at March 31,
                        
                        $
                        7,456
                        
                        
                        $
                        10,660




Cash Flow Hedge





On July 26, 2007, the Company purchased
a hedge instrument from Lehman Brothers Special Financing Inc. (“LBSF”) to
mitigate the cash flow risk of rising interest rates on the Term Loan Facility
(see Note 6 for a description of this credit agreement). This hedge instrument
caps the Company’s exposure to rising interest rates at 6.00% for LIBOR for 50%
of the forecasted outstanding balance of the Term Loan Facility (“Interest Rate
Cap”). Based on management’s assessment, the Interest Rate Cap qualifies for
hedge accounting under SFAS 133 “Accounting for Derivative Instruments and
Hedging Transactions”. On a quarterly basis, the value of the hedge is adjusted
to reflect its current fairvalue, with any adjustment flowing
through other comprehensive income. The fairvalue of this instrument is obtained by
comparing the characteristics of this cash flow hedge with similarly traded
instruments, and is therefore classified as Level 2 in the fairvalue hierarchy. At March 31, 2009, the
fairvalue of the Interest Rate Cap was
$1,000. On October 3, 2008, LBSF filed a petition for bankruptcy protection
under Chapter 11 of the United States Bankruptcy Code. The Company currently
believes that the LBSF bankruptcy filing and its potential impact on LBSF will
not have a material adverse effect on the Company’s financial position, results
of operations or cash flows.





Non-Financial Assets and
Liabilities





On January 1, 2009, the Company adopted
the provisions of SFAS 157 with respect to its non-financial assets and
liabilities requiring non-recurring adjustments to
fairvalue. The
Company uses level 3 inputs and the income method to measure the fair value of
its non-financial assets and liabilities.  The Company had no
adjustments in the Current Quarter.  The Company has goodwill, which is
tested for impairment at least annually, as
required by SFAS 142.  Further, in
accordance with SFAS 142, the Company’s indefinite-lived trademarksare tested for impairment at least annually, on an individual
basis as separate single units of accounting.  Similarly, consistent
with SFAS 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”,
we assess whether or not there is impairment of the Company’s definite-lived
trademarks.  See Note 5.





11




5.  Trademarks and Other
Intangibles, net




Trademarks and other intangibles, net
consist of the following:




March 31,
    2009
                      
                      December 31,
      2008Estimated
                      
                      Gross
                      
                      
                      
                      GrossLives in
                      
                      Carrying
                      
                      Accumulated
                      
                      Carrying
                      
                      Accumulated(000's omitted)
                      Years
                      
                      Amount
                      
                      Amortization
                      
                      Amount
                      
                      AmortizationIndefinite life
      trademarks
                      
                      indefinite
                      
                      
                      $
                      1,035,436
                      
                      
                      $
                      9,498
                      
                      
                      $
                      1,035,791
                      
                      
                      $
                      9,498Definite life
      trademarks
                      
                      10-15
                      
                      
                      
                      19,565
                      
                      
                      
                      2,612
                      
                      
                      
                      19,152
                      
                      
                      
                      2,252Non-compete
      agreements
                      
                      2-15
                      
                      
                      
                      10,075
                      
                      
                      
                      6,476
                      
                      
                      
                      10,075
                      
                      
                      
                      6,098Licensing
      agreements
                      
                      1-9
                      
                      
                      
                      22,193
                      
                      
                      
                      10,157
                      
                      
                      
                      22,193
                      
                      
                      
                      9,136Domain
names
                      
                      5
                      
                      
                      
                      570
                      
                      
                      
                      365
                      
                      
                      
                      570
                      
                      
                      
                      337$
                      1,087,839
                      
                      
                      $
                      29,108
                      
                      
                      $
                      1,087,781
                      
                      
                      $
                      27,321




Amortization expense for intangible
assets was $1.8 million and $1.9 million for the Current Quarter and the Prior
Year Quarter, respectively. The trademarks of Candies, Bongo, Joe Boxer,
Rampage, Mudd, London Fog, Mossimo, Ocean Pacific, Danskin, Rocawear, Cannon,
Royal Velvet, Fieldcrest, Charisma, Starter and Waverly have been determined to
have an indefinite useful life and accordingly, consistent with SFAS 142, no
amortization will be recorded in the Company's consolidated income statements.
Instead, each of these intangible assets will be tested for impairment at least annually on an individual
basis as separate single units of accounting, with any related impairment charge recorded to the statement of
operations at the time of determining such impairment.  Similarly, consistent
with SFAS 144 “Accounting for the Impairment or Disposal of Long-Lived Assets”,
there was no impairment of the definite-lived
trademarks.





6.  Debt
Arrangements




The Company's debt is comprised of
the following:





March 31
                
                
                December 31,(000’s omitted)
                
                2009
                
                
                2008Convertible Senior
      Subordinated Notes (Note 2)
                
                $
                236,935
                
                
                $
                233,999Term Loan
      Facility
                
                
                217,187
                
                
                
                255,307Asset-Backed
      Notes
                
                
                111,716
                
                
                
                117,097Sweet Note (Note
      7)
                
                
                12,186
                
                
                
                12,186Total Debt
                
                $
                578,024
                
                
                $
                618,589




Convertible Senior Subordinated
Notes





On June 20, 2007, the Company completed
the issuance of $287.5 million principal amount of the Company's 1.875%
convertible senior subordinated notes dueJune2012, herein referred to as theConvertible Notes,in a private offering to certain
institutional investors. The net proceeds received by the Company from the
offering were approximately $281.1 million.






The Convertible Notes bear interest at
an annual rate of 1.875%, payable semi-annually in arrears on June 30 and
December 31 of each year, beginning December 31, 2007. However, the Company
recognizes an effective interest rate of7.85% on the carrying amount of the
Convertible Notes.  The effective rate is based on the rate for a
similar instrument that does not have a conversion feature. During the Current
Quarter and the Prior Year Quarter, the Company capitalized all interest
associated with the Convertible Notes.  The Convertible Notes will be
convertible into cash and, if applicable, shares of the Company's common stock
based on a conversion rate of 36.2845 shares of the Company's common stock,
subject to customary adjustments, per $1,000 principal amount of the Convertible
Notes (which is equal to an initial conversion price of approximately $27.56 per
share) only under the following circumstances: (1) during any fiscal
quarter beginning after September 30, 2007 (and only during such fiscal
quarter), if the closing price of the Company's common stock for at least 20
trading days in the 30 consecutive trading days ending on the last trading day
of the immediately preceding fiscal quarter is more than 130% of the conversion
price per share, which is $1,000 divided by the then applicable conversion rate;
(2) during the five business day period immediately following any five
consecutive trading day period in which the trading price per $1,000 principal
amount of the Convertible Notes for each day of that period was less than 98% of
the product of (a) the closing price of the Company's common stock for each day
in that period and (b) the conversion rate per $1,000 principal amount of the
Convertible Notes; (3) if specified distributions to holders of the Company's
common stock are made, as set forth in the indenture governing the Convertible
Notes (“Indenture”); (4) if a “change of control” or other “fundamental change,”
each as defined in the Indenture, occurs; (5) if the Company chooses to redeem
the Convertible Notes upon the occurrence of a “specified accounting change,” as
defined in the Indenture; and (6) during the last month prior to maturity of the
Convertible Notes. If the holders of the Convertible Notes exercise the
conversion provisions under the circumstances set forth, the Company will
need to remit the lower of the principal balance of the Convertible Notes or
theirconversion value to the holders in
cash. As such, the Company would be required to classify the entire amount outstanding of the Convertible
Notes as a current liability in the following quarter. The evaluation of the
classification of amounts outstanding associated with the Convertible Notes will
occur every quarter.




12




Upon conversion, a holder will receive
an amount in cash equal to the lesser of (a) the principal amount of the
Convertible Note or (b) the conversion value, determined in the manner set forth
in the Indenture. If the conversion value exceeds the principal amount of the
Convertible Note on the conversion date, the Company will also deliver, at its
election, cash or the Company's common stock or a combination of cash and the
Company's common stock for the conversion value in excess of the principal
amount. In the event of a change of control or other fundamental change, the
holders of the Convertible Notes may require the Company to purchase all or a
portion of theirConvertible Notes at a purchase price
equal to 100% of the principal amount of the Convertible Notes, plus accrued and
unpaid interest, if any. If a specified accounting change occurs, the Company
may, at its option, redeem the Convertible Notes in whole for cash, at a price
equal to 102% of the principal amount of the Convertible Notes, plus accrued and
unpaid interest, if any. Holders of the Convertible Notes who convert
theirConvertible Notes in connection with a
fundamental change or in connection with a redemption upon the occurrence of a
specified accounting change may be entitled to a make-whole premium in the form
of an increase in the conversion rate.




Pursuant to Emerging Issues Task Force
(“EITF”) 90-19, “Convertible Bonds with Issuer Option to Settle for Cash upon
Conversion” (“EITF 90-19”), EITF 00-19, “Accounting for Derivative Financial
Instruments Indexed to, and Potentially Settled in, a Company's Own Stock”
(“EITF 00-19”), and EITF 01-6, “The Meaning of Indexed to a Company's Own Stock”
(“EITF 01-6”), the Convertible Notes are accounted for as convertible debt in
the accompanyingunauditedcondensedconsolidatedbalancesheet and the embedded conversion option
in theConvertibleNotes has not been
accounted for as a separate derivative. For a discussion of the effects of the
Convertible Notes and the Convertible Note Hedge and Sold Warrants discussed
below on earnings per share, see Note 8.




In June 2008, the FASB ratified EITF
Issue No. 07-5, “Determining Whether an Instrument (or an Embedded Feature) Is
Indexed to an Entity’s Own Stock” (“EITF 07-5”). EITF 07-5 provides that an entity
should use a two step approach to evaluate whether an equity-linked financial
instrument (or embedded feature) is indexed to its own stock, including
evaluating the instrument’s contingent exercise and settlement provisions. It
also clarifies on the impact of foreign currency denominated strike prices and
market-based employee stock option valuation instruments on the evaluation. EITF
07-5 is effective for fiscal years beginning after December 15,
2008.The
Companyhas evaluatedthe impactof EITF 07-5,and has determined it has no impact on
the Company’s results of operations and financial position in the Current
Quarter, andwill haveno impacton the Company’s results of operations
and financial positionin
future fiscal periods.





At March 31, 2009and December 31, 2008, theamountof the Convertible Notesaccounted for as a liability under FSP
APB 14-1was
$236.9million and $234.0
million, and is reflected on the unaudited condensed consolidated balance sheets
as follows:





March
      31,
                  
                  December
      31,2009
                  
                  2008Equity
      component carrying amount
                  
                  $
                  41,309
                  
                  
                  $
                  41,309Unamortized
      discount
                  
                  
                  50,565
                  
                  
                  
                  53,501Net
      debt carrying amount
                  
                  
                  236,935
                  
                  
                  
                  233,999





For the
Current Quarter and the Prior Year Quarter, the Company recorded additional
non-cash interest expense of $3.1 million and $2.9 million, respectively,
representing the difference between the stated interest rate on the Convertible
Notes and therate for a similar instrument that does
not have a conversion feature.





For both
the Current Quarter and the Prior Year Quarter, contractual interest expense
relating to the Convertible Notes was $1.3 million.





The Convertible Notes do not provide for
any financial covenants.




In connection with the sale of the
Convertible Notes, the Company entered into hedges for the Convertible Notes
(“Convertible Note Hedges”) with respect to its common stock with two entities,
one of which was Lehman Brothers OTC Derivatives Inc. (“Lehman OTC” and together
with the other counterparty, the “Counterparties”). Pursuant to the agreements
governing these Convertible Note Hedges, the Company purchased call options (the
“Purchased Call Options”) from the Counterparties covering up to approximately
10.4 million shares of the Company's common stock of which 40% were purchased
from Lehman OTC. These Convertible Note Hedges are designed to offset the
Company's exposure to potential dilution upon conversion of the Convertible
Notes in the event that the market value per share of the Company's common stock
at the time of exercise is greater than the strike price of the Purchased Call
Options (which strike price corresponds to the initial conversion price of the
Convertible Notes and is simultaneously subject to certain customary
adjustments). On June 20, 2007, the Company paid an aggregate amount of
approximately $76.3 million of the proceeds from the sale of the Convertible
Notes for the Purchased Call Options, of which $26.7 million was included in the
balance of deferred income tax assets at June 30, 2007 and is being recognized
over the term of the Convertible Notes. As of March 31 2009, the balance of
deferred income tax assets related to this transaction was$17.4million.




13




The Company also entered into separate
warrant transactions with the Counterparties whereby the Company, pursuant to
the agreements governing these warrant transactions, sold to the Counterparties
warrants (the “Sold Warrants”) to acquire up to 3.6 million shares of the
Company's common stock of which 40% were sold to Lehman OTC, at a strike price
of $42.40 per share of the Company's common stock. The Sold Warrants will become
exercisable on September 28, 2012 and will expire by the end of 2012. The Company
received aggregate proceeds of approximately $37.5 million from the sale of the
Sold Warrants on June 20, 2007.





Pursuant to Emerging Issues Task Force
(EITF) Issue No. 00-19 “Accounting for Derivative Financial Instruments Indexed
to, and Potentially Settled in, a Company’s Own Stock,” (EITF 00-19), and EITF
Issue No. 01-06, “The Meaning of Indexed to a Company’s Own Stock” (EITF 01-06),
the Convertible Note Hedge and the proceeds received from the issuance of the
Sold Warrants were recorded as a charge and an increase, respectively, in
additional paid-in capital in stockholders’ equity as separate equity
transactions. As a result of these transactions, the Company recorded a net
reduction to additional paid-in-capital of $12.1 million in June
2007.





The Companyhas evaluatedthe impactofadoptingEITF 07-5 as it relates to the Sold
Warrants,and has determined it has no impact on
the Company’s results of operations and financial position in the Current
Quarter, andwill haveno impacton the Company’s results of operations
and financial positionin
future fiscal periods.





As the Convertible Note Hedge
transactions and the warrant transactions were separate transactions entered
into by the Company with the Counterparties, they are not part of the terms of
the Convertible Notes and will not affect the holders' rights under the
Convertible Notes. In addition, holders of the Convertible Notes will not have
any rights with respect to the Purchased Call Options or the Sold
Warrants.





If the market value per share of the
Company's common stock at the time of conversion of the Convertible Notes is
above the strike price of the Purchased Call Options, the Purchased Call Options
entitle the Company to receive from the Counterparties net shares of the
Company's common stock, cash or a combination of shares of the Company's common
stock and cash, depending on the consideration paid on the underlying
Convertible Notes, based on the excess of the then current market price of the
Company's common stock over the strike price of the Purchased Call Options.
Additionally, if the market price of the Company's common stock at the time of
exercise of the Sold Warrants exceeds the strike price of the Sold Warrants, the
Company will owe the Counterparties net shares of the Company's common stock or
cash, not offset by the Purchased Call Options, in an amount based on the excess
of the then current market price of the Company's common stock over the strike
price of the Sold Warrants.




These transactions will generally have
the effect of increasing the conversion price of the Convertible Notes to $42.40
per share of the Company's common stock, representing a 100% percent premium
based on the last reported sale price of the Company’s common stock of $21.20
per share on June 14, 2007.





On September 15, 2008 and October 3,
2008, respectively, Lehman Brothers Holdings Inc. (“Lehman Holdings”) and its
subsidiary, Lehman OTC, filed for protection under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court in the Southern
District of New York. The Company currently believes that the bankruptcy filings
and theirpotential impact on these entities will
not have a material adverse effect on the Company’s financial position, results
of operations or cash flows. The Company will continue to monitor the bankruptcy
filings of Lehman Holdings and Lehman OTC. The terms of the Convertible Notes
and the rights of the holders of the Convertible Notes are not affected in any
way by the bankruptcy filings of Lehman Holdings or Lehman
OTC.





Term Loan Facility





In connection with the acquisition of
the Rocawear brand, in March 2007, the Company entered into a $212.5 million
credit agreement with Lehman Brothers Inc., as lead arranger and
bookrunner, and Lehman Commercial Paper Inc. (“LCPI”), as syndication agent and
administrative agent (the “Credit Agreement” or “Term Loan Facility”). At the
time, the Company pledged to LCPI, for the benefit of the lenders under the Term
Loan Facility (the “Lenders”), 100% of the capital stock owned by the Company in
its subsidiaries, OP Holdings and Management Corporation, a Delaware corporation
(“OPHM”), and Studio Holdings and Management Corporation, a Delaware corporation
(“SHM”). The Company's obligations under the Credit Agreement are guaranteed by
each of OPHM and SHM, as well as by two of its other subsidiaries, OP Holdings
LLC, a Delaware limited liability company (“OP Holdings”), and Studio IP
Holdings LLC, a Delaware limited liability company ("Studio IP
Holdings").




On October 3, 2007, in connection with
the acquisition of Official-Pillowtex LLC, a Delaware limited liability company
(“Official-Pillowtex”), with the proceeds of the Convertible Notes, the Company
pledged to LCPI, for the benefit of the Lenders, 100% of the capital stock owned
by the Company in Mossimo, Inc., a Delaware corporation (“MI”), and Pillowtex
Holdings and Management Corporation, a Delaware corporation (“PHM”), each of
which guaranteed the Company’s obligations under the Credit Agreement.
Simultaneously with the acquisition of Official-Pillowtex, each of Mossimo
Holdings LLC, a Delaware limited liability company (“Mossimo Holdings”),
and Official-Pillowtex guaranteed the Company’s obligations under the Credit
Agreement.  On September 10, 2008, PHM was converted into a Delaware
limited liability company, Pillowtex Holdings and Management LLC (“PHMLLC”), and
the Company’s membership interest in PHMLLC was pledged to LCPI in place of the
capital stock of PHM.




14




On December 17, 2007, in connection with
the acquisition of the Starter brand, the Company borrowed an additional $63.2
million pursuant to the Term Loan Facility (the “Additional Borrowing”). The net
proceeds received by the Company from the Additional Borrowing were $60
million.





As of March 31, 2009, the Company may
borrow an additional $36.8 million under the terms of the Term Loan
Facility.





The guarantees under the Term Loan
Facility are secured by a pledge to LCPI, for the benefit of the Lenders, of,
among other things, the Ocean Pacific/OP, Danskin, Rocawear, Mossimo, Cannon,
Royal Velvet, Fieldcrest, Charisma, Starter and Waverly trademarks and related
intellectual property assets, license agreements and proceeds therefrom. Amounts
outstanding under the Term Loan Facility bear interest, at the Company’s option,
at the Eurodollar rate or the prime rate, plus an applicable margin of 2.25% or
1.25%, as the case may be, per annum. The Credit Agreement provides that the
Company is required to repay the outstanding term loan in
equal quarterly installments in annual aggregate amounts equal to 1.00% of the
aggregate principal amount of the loans outstanding, subject to adjustment for
prepayments, in addition to an annual payment equal to 50% of the excess cash
flow from the subsidiaries subject to the Term Loan Facility, as described in
the Credit Agreement, with any remaining unpaid principal balance to be due on
April 30, 2013 (the “Loan Maturity Date”). Upon completion of the Convertible
Notes offering, the Loan Maturity Date was accelerated to January 2, 2012. The
Term Loan Facility can be prepaid, without penalty, at any time. On March 11,
2008, the Company paid to LCPI, for the benefit of the Lenders, $15.6 million,
representing 50% of the excess cash flow from the subsidiaries subject to the
Term Loan Facility for the year ended December 31, 2007. As a result of such
payment, the Company is no longer required to pay the quarterly installments
described above. The Term Loan Facility requires the Company to repay the principal
amount of the term loan outstanding in an amount equal to 50% of the excess cash
flow of the subsidiaries subject to the Term Loan Facility for the most recently
completed fiscal year. During the Current Quarter, the Company paid to LCPI, for
the benefit of the Lenders, $38.7 million, representing 50% of the excess cash
flow from the subsidiaries subject to the Term Loan Facility for the year ended
December 31, 2008.  As of March 31, 2009, $11.6 million has been
classified as current portion of long-term debt, which represents 50% of the
excess cash flow for the Current Quarter of the subsidiaries subject to the Term
Loan Facility.  The aggregate amount of 50% of the excess cash flow
for all four quarters in 2009 will be paid during the first quarter of 2010.   
For the Current Quarter, the effective interest rate of the Term Loan Facility
was 3.71%.  For the 3 months ending June 30, 2009, the effective
interest rate of the Term Loan Facility will be 3.47%.  At March 31,
2009, the balance of the Term Loan Facility was $217.2 million.  As of
March 31, 2009, the Company was in compliance with all material covenants set
forth in the Credit Agreement. The $272.5 million in proceeds from the Term Loan
Facility were used by the Company as follows: $204.0 million was used to pay the
cash portion of the initial consideration for the acquisition of the Rocawear
brand; $2.1 million was used to pay the costs associated with the Rocawear
acquisition; $60 million was used to pay the consideration for the acquisition
of the Starter brand; and $3.9 million was used to pay costs associated with the
Term Loan Facility. The costs of $3.9 million relating to the Term Loan Facility
have been deferred and are being amortized over the life of the loan, using the
effective interest method. As of March 31, 2009, the subsidiaries subject to the
Term Loan Facility were Studio IP Holdings, SHM, OP Holdings, OPHM, Mossimo
Holdings, MI,  Official-Pillowtex and PHMLLC (collectively, the “Term
Loan Facility Subsidiaries”). As of March 31, 2009, the Term Loan Facility
Subsidiaries, directly or indirectly, owned the following trademarks:
Danskin, Rocawear, Starter, Ocean Pacific/OP, Mossimo, Cannon, Royal Velvet,
Fieldcrest, Charisma and Waverly.





On July 26, 2007, the Company purchased
a hedge instrument to mitigate the cash flow risk of rising interest rates on
the Term Loan Facility. See Note 4 for further
information.





Asset-Backed Notes





The financing for certain of the
Company's acquisitions has been accomplished through private placements by its
subsidiary, IP Holdings LLC ("IP Holdings") of asset-backed notes
("Asset-Backed Notes") secured by intellectual property assets (trade
names, trademarks, license agreements and payments and proceeds with respect
thereto relating to the Candie’s, Bongo, Joe Boxer, Rampage, Mudd and London Fog
brands) of IP Holdings. At March 31, 2009, the balance of the Asset-Backed Notes
was $111.7 million.




Cash on hand in the bank account of IP
Holdings is restricted at any point in time up to the amount of the next debt
principal and interest payment required under the Asset-Backed Notes.
Accordingly, $1.0 million and $0.9 million as of March 31, 2009 and December 31,
2008, respectively, are included as restricted cash within the Company's current
assets. Further, in connection with IP Holdings' issuance of Asset-Backed Notes,
a reserve account has been established and the funds on deposit in such account
will be applied to the final principal payment with respect to the Asset-Backed
Notes. Accordingly, as of March 31, 2009 and December 31, 2008, $15.9 million
has been disclosed as restricted cash within other assets on the Company's
balance sheets.





Interest rates and terms on the
outstanding principal amount of the Asset-Backed Notes as of March 31, 2009 are
as follows: $38.6 million principal amount bears interest at a fixed interest
rate of 8.45% with a six year term, $17.1 million principal amount bears
interest at a fixed rate of 8.12% with a six year term, and $56.0 million
principal amount bears interest at a fixed rate of 8.99% with a six and a half
year term. The Asset-Backed Notes have no financial covenants by which the
Company or its subsidiaries need comply. The aggregate principal amount of the
Asset-Backed Notes will be fully paid by February 22, 2013.




Neither the Company nor any of its
subsidiaries (other than IP Holdings) is obligated to make any payment with
respect to the Asset-Backed Notes, and the assets of the Company and its
subsidiaries (other than IP Holdings) are not available to IP Holdings'
creditors. The assets of IP Holdings are not available to the creditors of the
Company or its subsidiaries (other than IP Holdings).




15




Sweet Note





On April 23, 2002, the Company
acquired the remaining 50% interest in
Unzipped (see Note 9) from Sweet Sportswear, LLC (“Sweet”) for a purchase price
comprised of 3,000,000 shares of its common stock and $11.0 million in debt,
which was evidenced by the Company’s issuance of the 8% Senior Subordinated Note
due in 2012 (“Sweet Note”). Prior to August 5, 2004, Unzipped was managed by
Sweet pursuant to the Management Agreement (as defined in Note 9), which
obligated Sweet to manage the operations of Unzipped in return for, commencing
in the fiscal year ended January 31, 2003 (“fiscal 2003”), an annual management
fee based upon certain specified percentages of net income achieved by Unzipped
during the three- year term of the agreement. In addition, Sweet guaranteed that
the net income, as defined in the agreement, of Unzipped would be no less than
$1.7 million for each year during the term, commencing with fiscal 2003. In the
event that the guarantee was not met for a particular year, Sweet was obligated
under the Management Agreement to pay the Company the difference between the
actual net income of Unzipped, as defined, for such year and the guaranteed $1.7
million. That payment, referred to as the shortfall payment, could be offset
against the amounts due under the Sweet Note at the option of either the Company
or Sweet. As a result of such offsets, the balance of the Sweet Note was reduced
by the Company to $3.1 million as of December 31, 2006 and $3.0 million as of
December 31, 2005 and was reflected in Long- term debt. This note bears
interest at the rate of 8% per year and matures in April
2012.




In November 2007, the Company received a
signed judgment related to the Sweet Sportswear/Unzipped litigation. See Note
11.





The judgment stated that the Sweet Note
(originally $11.0 million when issued by the Company upon the acquisition of
Unzipped from Sweet in 2002) should total approximately $12.2 million as of
December 31, 2007. The recorded balance of the Sweet Note, prior to any
adjustments related to the judgment was approximately $3.2 million. The Company
increased the Sweet Note by approximately $6.2 million and recorded the expense
as an expense related to specific litigation. The Company further increased the
Sweet Note by approximately $2.8 million to record the related interest and
included the charge in interest expense. As of March 31, 2009, the Sweet Note is
approximately $12.2 million and included in the current portion of long-term
debt.





In addition, in November 2007 the
Company was awarded a judgment of approximately $12.2 million for claims made by
it against Hubert Guez and Apparel Distribution Services, Inc. As a result, the
Company recorded a receivable of approximately $12.2 million and recorded the
benefit in special charges during the year ended December 31, 2007. This
receivable is included in other assets - non-current and bears interest, which
was accrued for during the Current Quarter and the Prior Year Quarter, at the
rate of 8% per year.




Debt Maturities





As of March 31, 2009, the Company’s debt
maturities on a calendar year basis are as follows:




(000’s
    omitted)
              
              Total
              
              
              April 1
                through
                December 31,
                2009
              
              
              2010
              
              
              2011
              
              
              2012
              
              
              2013Convertible Notes1
              
              $
              236,935
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              236,935
              
              
              $
              -Term Loan
      Facility
              
              
              217,187
              
              
              
              -
              
              
              
              11,623
              
              
              
              -
              
              
              
              205,564
              
              
              
              -Asset-Backed
      Notes
              
              
              111,716
              
              
              
              16,850
              
              
              
              24,216
              
              
              
              26,380
              
              
              
              33,468
              
              
              
              10,802Sweet Note
              
              
              12,186
              
              
              
              12,186
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Total Debt
              
              $
              578,024
              
              
              $
              29,036
              
              
              
              35,839
              
              
              
              26,380
              
              
              
              475,967
              
              
              
              10,802





1reflects the net debt carrying amount
of the Convertible Notes on the unaudited condensed consolidated balance sheet
as of March 31, 2009, in accordance with FSP APB 14-1.  The principal
amount owed to the holders of the Convertible Notes is $287.5
million.





7.  Stockholders’
Equity





Stock Options





The Black-Scholes option valuation model
was developed for use in estimating the fairvalue of traded options which have no
vesting restrictions and are fully transferable. In addition, option valuation
models require the input of highly subjective
assumptions including the expected stock price volatility. Because the Company's
employee stock options have characteristics significantly different from those
of traded options, and because changes in the subjective input assumptions can
materially affect the fairvalue estimate, in management's
opinion, the existing models do not necessarily provide a reliable single
measure of the fairvalue of its employee stock
options.




16





The fairvalue for these options and warrants
was estimated at the date of grant using a Black-Scholes option-pricing model
with the following weighted-average assumptions:





Expected
      Volatility
                
                
                30 - 50
                %Expected Dividend
      Yield
                
                
                0
                %Expected Life
      (Term)
                
                3 - 7 yearsRisk-Free Interest
      Rate
                
                
                3.00 - 4.75
                %





The Company has estimated its forfeiture
rate at 0%.  The options that the Company granted
under its plans expire at various times, either five, seven
or ten years from the date of grant, depending on the particular
grant.





Summaries of the Company's stock
options, warrants and performance related options activity, and related
information for the Current Quarter are as follows:





Options
                        
                        
                        
                        
                        Weighted-AverageOptions
                        
                        
                        Exercise PriceOutstanding January 1,
      2009
                        
                        
                        3,895,138
                        
                        
                        $
                        4.29Granted
                        
                        
                        -
                        
                        
                        
                        -Canceled/Forfeited
                        
                        
                        -Exercised
                        
                        
                        (40,000
                        )
                        
                        
                        3.39Expired
                        
                        
                        -
                        
                        
                        
                        -Outstanding March 31,
      2009
                        
                        
                        3,855,138
                        
                        
                        $
                        4.38Exercisable at March 31,
      2009
                        
                        
                        3,855,138
                        
                        
                        $
                        4.38





Warrants




Weighted-AverageWarrants
                        
                        
                        Exercise PriceOutstanding January 1,
      2009
                        
                        
                        286,900
                        
                        
                        $
                        16.99Granted
                        
                        
                        -Canceled/Forfeited
                        
                        
                        -Exercised
                        
                        
                        -Expired
                        
                        
                        286,900
                        
                        
                        
                        16.99Outstanding March 31,
      2009
                        
                        
                        286,900
                        
                        
                        $
                        16.99Exercisable at March 31,
      2009





All warrants issued in connection with
acquisitions are recorded at fairmarket value using the Black Scholes
model and are recorded as part of purchase accounting. Certain warrants are
exercised using the cashless method.





The Company values other warrants issued
to non-employees at the commitment date at the fairmarket value of the instruments issued,
a measure which is more readily available than the fairmarket value of services rendered,
using the Black Scholes model. The fairmarket value of the instruments issued
is expensed over the vesting period.





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).
The compensation cost, net of projected forfeitures, is recognized over the
period between the issue date and the date any restrictions lapse, with
compensation cost for grants with a graded vesting schedule recognized on a
straight-line basis over the requisite service period for each separately
vesting portion of the award as if the award was, in substance, multiple awards.
The restrictions do not affect voting and dividend rights.





The following tables summarize
information about unvested restricted stock transactions (shares in
thousands):




Weighted-AverageShares
                        
                        
                        Grant Date FairValueNon-vested, January 1,
      2009
                        
                        
                        1,513,983
                        
                        
                        $
                        18.96Granted
                        
                        
                        24,000
                        
                        
                        
                        9.56Vested
                        
                        
                        800
                        
                        
                        
                        20.89Forfeited/Canceled
                        
                        
                        (35,989)
                        
                        
                        
                        19.11Non-vested, March 31,
      2009
                        
                        
                        1,502,794
                        
                        
                        $
                        18.81




17




The Company has awarded restricted
shares of common stock to certain employees. The awards have restriction periods
tied to employment and vest over a period of 2-5 years. The cost of the
restricted stock awards, which is the fairmarket value on the date of grant net
of estimated forfeitures, is expensed ratably over the vesting period. During
the Current Quarter and Prior Year Quarter, the Company awarded 24,000 and
1,789,430 restricted shares, respectively, with a vesting period of 6 months to
5 years and a fairmarket value of approximately $0.2
million and $27.6 million, respectively. During the Current Quarter and Prior
Year Quarter, 800 and 82,835 restricted stock grants respectively, had
vested.  During the Current Quarter, 35,989 restricted stock grants
were forfeited or canceled.  There were no forfeitures or
cancellations during the Prior Year Quarter.





Unearned compensation expense related to
restricted stock grants for the Current Quarter and the Prior Year
Quarter was approximately $1.6 million and $2.1 million, respectively. An
additional amount of $21.1 million is expected to be expensed evenly over a
period of approximately 1-4 years.  During the Current Quarter and
Prior Year Quarter, the Company withheld shares of its common stock valued at
less than $0.1 million and $0.3 million, respectively, in connection with net
share settlement of restricted stock grants and option
exercises.




Stockholder Rights
Plan





In January 2000, the Company's Board of
Directors adopted a stockholder rights
plan. Under the plan, each stockholder of common stock received a dividend
of one right for each share of the Company's outstanding common stock, entitling
the holder to purchase one thousandth of a share of Series A Junior
Participating Preferred Stock, par value, $0.01 per share of the Company, at an
initial exercise price of $6.00. The rights become exercisable and will trade
separately from the common stock ten business days after any person or group
acquires 15% or more of the common stock, or
ten business days after any person or group announces a tender offer for 15% or
more of the outstanding common stock.





Stock Repurchase
Program





On November 3, 2008, the Company
announced that its Board of Directors had authorized the repurchase of
up to $75 million of the Company's common stock over a period of approximately
three years. This authorization replaces any prior plan or authorization. The
current plan does not obligate the Company to repurchase any specific number of
shares and may be suspended at any time at management's
discretion.  During the Current Quarter, the Company repurchased
200,000 shares for approximately $1.5 million.  No shares were
repurchased by the Company during the Prior Year Quarter.





Securities Available for
Issuance





As of March 31, 2009, 87,954 common
shares were available for issuance of additional awards under the 2006 Stock
Option Plan.





8.  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 reflect, in periods in which they have a dilutive
effect, the effect of restricted stock-based awards and common shares issuable
upon exercise of stock options and warrants. 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, stock
options and warrants, 2.7 million were anti-dilutive, compared to 1.5 million
for the Prior Year Quarter.





As of March 31, 2009, of the performance
related restricted stock-based awards issued in connection with the
Company’s new employment agreement with its chairman, chief executive officer and
president, 1.2 million of such awards (which is included in the total 2.7
million anti-dilutive stock-based awards described above) were anti-dilutive and
therefore not included in this calculation.





Warrants issued in connection with the
Company’s Convertible Notes financing were anti-dilutive and therefore not
included in this calculation. Portions of the Convertible Notes that would be
subject to conversion to common stock were anti-dilutive as of March 31, 2009
and therefore not included in this calculation.





18




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




For the Year
      Ended(000's
    omitted)
                                    
                                    For the Three Months
      ended
                                      March 31,2009
                                    
                                    
                                    2008Basic
                                    
                                    
                                    58,044
                                    
                                    
                                    
                                    57,422Effect of exercise of stock
      options
                                    
                                    
                                    2,023
                                    
                                    
                                    
                                    3,757Effect of contingent common stock
      issuance
                                    
                                    
                                    589
                                    
                                    
                                    
                                    144Effect of assumed vesting of
      restricted stock
                                    
                                    
                                    236
                                    
                                    
                                    
                                    2760,892
                                    
                                    
                                    
                                    61,350





9.  Unzipped Apparel, LLC
(“Unzipped”)





On October 7, 1998, the Company formed
Unzipped with its then joint venture partner Sweet Sportswear, LLC (“Sweet”),
the purpose of which was to market and distribute apparel under the Bongo label.
The Company and Sweet each had a 50% interest in Unzipped. Pursuant to the terms
of the joint venture, the Company licensed the Bongo trademark to Unzipped for
use in the design, manufacture and sale of certain designated apparel
products.




On April 23, 2002, the Company
acquired the remaining 50% interest in
Unzipped from Sweet for a purchase price of three million shares of the
Company's common stock and $11 million in debt evidenced by the Sweet Note. See
Note 6. In connection with the acquisition of Unzipped, the Company filed a
registration statement with the Securities and Exchange Commission ("SEC") for
the three million shares of the Company's common stock issued to Sweet, which
was declared effective by the SEC on July 29, 2003.





Prior to August 5, 2004, Unzipped was
managed by Sweet pursuant to a management agreement (the “Management
Agreement”). Unzipped also had a supply agreement with Azteca Productions
International, Inc. ("Azteca") and a distribution agreement with Apparel
Distribution Services, LLC ("ADS"). All of these entities are owned or
controlled by Hubert Guez.





On August 5, 2004, Unzipped terminated
the Management Agreement with Sweet, the supply agreement with Azteca and the
distribution agreement with ADS and commenced a lawsuit against Sweet, Azteca,
ADS and Hubert Guez. See Note 10.





There were no transactions with these
related parties during the Current Quarter or the Prior Year
Quarter.





In November 2007, a judgment was entered
in the Unzipped litigation, pursuant to which the $3.1 million in accounts
payable to ADS/Azteca (previously shown as “accounts payable - subject to
litigation”) was eliminated and recorded in the income statement as a benefit to
the “expenses related to specific litigation”.





As a result of the judgment, in the year
ended December 31, 2007 (“fiscal 2007”) the balance of the $11.0 million
principal amount Sweet Note, originally issued by the Company upon the
acquisition of Unzipped from Sweet in 2002, including interest, was increased
from approximately $3.2 million to approximately $12.2 million as of December
31, 2007. Of this increase, approximately $6.2 million was attributed to the
principal of the Sweet Note and the expense was recorded as an expense related
to specific litigation. The remaining $2.8 million of the increase was
attributed to related interest on the Sweet Note and recorded as interest
expense. As of March 31, 2009, the full $12.2 million current balance of the
Sweet Note and $1.2 million of accrued interest are included in the current
portion of long term debt and accounts payable and accrued expenses,
respectively.





In addition, in November 2007 the
Company was awarded a judgment of approximately $12.2 million for claims made by
it against Hubert Guez and ADS. As a result, the Company recorded a receivable
of approximately $12.2 million and recorded the benefit in special charges for
fiscal 2007. As of March 31, 2009, this receivable and the associated accrued
interest of $1.2 million are included in other assets -
non-current.





10.  Expenses Related to
Specific Litigation





Expenses related to specific litigation
consist of legal expenses and costs related to the Unzipped litigation. For the
Current Quarter and Prior Year Quarter, the Company recorded expenses related to
specific litigation of $0.1 million and $0.2 million, respectively. See
Note 9 and Note 11for information relating to Unzipped.





11.  Commitments
and Contingencies




Sweet Sportswear/Unzipped
litigation





On August 5, 2004, the Company, along
with its subsidiaries, Unzipped, Michael Caruso & Co., referred to as
Caruso, and IP Holdings, collectively referred to as the plaintiffs, commenced a
lawsuit in the Superior Court of California, Los Angeles County, against
Unzipped's former manager, former supplier and former distributor, Sweet, Azteca
and ADS, respectively, and a principal of these entities and former member of
the Company's board of directors, Hubert Guez, collectively
referred to as the Guez defendants. The Company pursued numerous causes of
action against the Guez defendants, including breach of contract, breach of
fiduciary duty, trademark infringement and others and sought damages in excess
of $20 million. On March 10, 2005, Sweet, Azteca and ADS, collectively referred
to as cross-complainants, filed a cross-complaint against the Company claiming
damages resulting from a variety of alleged contractual breaches, among other
things.




19




In January 2007, a jury trial was
commenced, and on April 10, 2007, the jury returned a verdict of approximately
$45 million in favor of the Company and its subsidiaries, finding in favor of
the Company and its subsidiaries on every claim that they pursued, and against
the Guez defendants on every counterclaim asserted. Additionally, the jury found
that all of the Guez defendants acted with malice, fraud or oppression with
regard to each of the tort claims asserted by the Company and its subsidiaries,
and on April 16, 2007, awarded plaintiffs $5 million in punitive damages against
Mr. Guez personally. The Guez defendants filed post-trial motions seeking, among
other things, a new trial. Through a set of preliminary rulings dated September
27, 2007, the Court granted in part, and denied in part, the Guez defendants’
post trial motions, and denied plaintiffs’ request that the Court enhance the
damages awarded against the Guez defendants arising from theirinfringement of plaintiffs’ trademarks.
Through these rulings, the Court, among other things, reduced the amount of
punitive damages assessed against Mr. Guez to $4 million, and reduced the total
damages awarded against the Guez defendants by approximately
50%.




The Court adopted these preliminary
rulings as final on November 16, 2007. On the same day, the Court entered
judgment against Mr. Guez in the amount of $10,964,730 and ADS in the amount of
$1,272,420, and against each of the Guez defendants with regard to each and
every claim that they pursued in the litigation including, without limitation,
ADS’s and Azteca’s unsuccessful efforts to recover against Unzipped any account
balances claimed to be owed, totaling approximately $3.5 million including
interest (collectively, the “Judgments”). In entering the Judgments, the Court
upheld the jury’s verdict in favor of the Company relating to its write-down of
the senior subordinated note due 2012, issued by the Company to Sweet in
connection with the Company’s acquisition of Unzipped for Unzipped’s 2004 fiscal
yearand disallowed the
Company’s write-down of the Sweet Note for Unzipped’s 2005 fiscal
year. The monetary portion
of the Judgments accrues interest at a rate of 10% per annum from the date of
the Judgments’ entry. Also on November 16, 2007, the Court issued a Memorandum
Order wherein it upheld an aggregate of approximately $6,800,000 of the jury’s
verdicts against Sweet and Azteca, but declined to enter judgment against these
entities since it had ordered a new trial with regard to certain other damage
awards entered against these entities by the jury.





On
November 21, 2007, the Guez defendants filed a notice of appeal. They also filed
a $49,090,491 undertaking with the Court, consisting primarily of a $43,380,491
personal surety given jointly by Gerard Guez and Jacqueline Rose Guez, bonding
the monetary portions of the judgments. By Order dated December 17, 2007 the
Court determined that the undertaking was adequate absent changed circumstances.
This determination served to prevent the Company and its subsidiaries from
pursuing collection of the monetary portions of the Judgments during the
pendency of the appeal.  On November 17, 2008, plaintiffs filed a
motion seeking to reject the undertaking due to changed circumstances, and a
hearing with regard to this motion was held on December 11, 2008.  By
Order dated February 10, 2009, the Court determined the then-pending undertaking
to be insufficient, and ordered defendants to post a supplemental undertaking in
the amount of $7,041,198 within 10 days to address the
insufficiency.   On February 20, 2009 a supplemental undertaking
in the amount of $7,041,198 was posted, consisting of cash held in a bank
account jointly owned by Gerard Guez and Jacqueline Rose Guez.  Due to
the posting of this supplemental undertaking, the Company and its subsidiaries
remain unable to pursue collection of the monetary portions of the Judgments
during the pendency of the appeal.





The
Company and its subsidiaries filed a notice of appeal on November 26, 2007,
appealing, among other things, those parts of the jury’s verdicts vacated by the
Court in connection with the Guez defendants’ post-trial motions.




On March
7, 2008, the Court commenced a hearing with regard to plaintiffs’ petition
seeking in excess of $15.0 million attorneys’ fees and costs, which hearing was
concluded on April 18, 2008. By order dated May 6, 2008, the Court awarded
plaintiffs certain statutory costs against the Guez defendants. The Court also
determined that plaintiffs were entitled to pursue recovery of their
non-statutory costs, comprised primarily of expert witness fees, incurred in
connection with this action. The hearing with regard to plaintiffs’ recovery of
non-statutory costs was conducted on August 7 and 8, 2008.




By final
order dated October 31, 2008, the plaintiffs’ petition for attorneys’ fees was
granted with respect to $7,663,456 of fees. The Court did not award any
non-statutory costs.  On December 1, 2008, the Judgments were amended
to include the $647,712.69 in statutory costs awarded by the Court on May 8,
2008, as well as $100,000 of the attorneys’ fees awarded by the Court on October
31, 2008.  On December 5, 2008, the Company filed a notice of appeal
from the Court’s orders relating to attorneys’ fees, statutory costs and
non-statutory costs.




The
Company and its subsidiaries intend to vigorously pursue their appeals, and
vigorously defend against the Guez parties’ appeal.




20





Normal Course
litigation





From time to time, the Company is also
made a party to litigation incurred in the normal course of business. While any
litigation has an element of uncertainty, the Company believes that the final
outcome of any of these routine matters will not have a material effect on the
Company’s financial position or future liquidity.





12.  Related Party
Transactions





Kenneth Cole Productions,
Inc.





On May 1, 2003, the Company granted
Kenneth Cole Productions, Inc. the exclusive worldwide license to design,
manufacture, sell, distribute and market footwear under its Bongo brand. The
chairman of Kenneth Cole Productions is
Kenneth Cole, who is the brother of Neil Cole, the Company's Chief Executive
Officer and President. During theCurrent Quarter and Prior Year
Quarter, the Companyearned $0.2 million and
$0.3 million, respectively,
in royalties from Kenneth Cole Productions.




Candie’s Foundation





The Candie's Foundation, a charitable
foundation founded by Neil Cole for the purpose of raising national awareness
about the consequences of teenagepregnancy, owed the Company $0.5 million
at March 31, 2009. The
Candie's Foundation will pay-off the entire borrowing from the Company during
2009, although additional advance will be made as and when
necessary.





Travel





The Company recorded expenses of
approximately $178,000and $131,000forCurrent Quarter and Prior Year Quarter,
respectively,for the
hire and use of aircraft solely for business purposes owned
by a company in which the Company’s chairman, chief executive officer and
president is the sole
owner.Management believes
that all transactions were made on terms and conditions no less favorable than
those available in the marketplace from unrelated parties.





13.   Segment
and Geographic Data





The Company has one reportable segment,
licensing and commission revenue generated from its brands. The geographic
regions consist of the United States and Other (which principally represents
Canada, Japan and Europe). Long lived assets are substantially all located in
the United States. Revenues attributed to each region are based on the location
in which licensees are located.





21




The net revenues by type of license and
information by geographic region are as follows:




For the Three Months
      Ended(000's
    omitted)
                                  
                                  March 31,2009
                                  
                                  
                                  2008Revenues by
      category:Direct-to-retail
      license
                                  
                                  $
                                  23,036
                                  
                                  
                                  $
                                  15,926Wholesale
      license
                                  
                                  
                                  27,005
                                  
                                  
                                  
                                  37,896Other
                                  
                                  
                                  460
                                  
                                  
                                  
                                  1,845$
                                  50,501
                                  
                                  
                                  $
                                  55,667Revenues by geographic
      region:United
    States
                                  
                                  $
                                  48,233
                                  
                                  
                                  $
                                  52,621Other
                                  
                                  
                                  2,268
                                  
                                  
                                  
                                  3,046$
                                  50,501
                                  
                                  
                                  $
                                  55,667





14.   Subsequent
Events





Agreement with the Former Owners of the
Danskin Brand




As part
of the Danskin acquisition, completed on March 9, 2007, the purchase and sale
agreement contained a provision for the payment of additional consideration of
up to $15 million based on certain criteria relating to the achievement of
revenue and performance targets through 2011.   On April 8, 2009, the
Company entered into an agreement with Triumph Apparel Corporation (“Triumph”)
relating to the earn-out consideration (the “Adjusted Earn-Out
Agreement”).  Pursuant to the terms of the Adjusted Earn-Out Agreement, the
earn-out consideration was discounted due to early payment from $15 million to
$12 million.  The $12 million adjusted earn-out consideration was reduced
by $3.5 million, representing one year of minimum royalties due from Triumph for
2009 under the Company’s current license with Triumph (which was recorded as
deferred revenue) and the remaining $8.5 million was paid through the issuance
of 707,547 shares of the Company’s common stock (the “Earn-Out Shares”).
Further, the Company has guaranteed a cash payment to the recipients of the
Earn-Out Shares if the proceeds from the sale of the Earn-Out Shares is less
than $8.5 million. This guarantee will expire on or before November 8,
2009.




Accounts
Payable Subject to Litigation





On April
1, 2009, the Company paid $1.9 million pursuant to a settlement agreement
entered into in connection with the Redwood Shoe Company
litigation.  This amount was previously included in accounts payable
subject to litigation.





Acquisition
of 50% of Hardy Life





On May 4,
2009, the Company acquired a 50% interest in Hardy Way LLC (“Hardy Way”) the
owner of the Ed Hardy brands and trademarks, for $17.0 million, comprised of
$9.0 million in cash and $8.0 million in shares of the Company’s common
stock.  In addition, the seller of the 50% interest could be entitled
to receive an additional $1.0 million in shares of the Company’s common stock
pursuant to an earn-out based on royalties received by Hardy Way for the year
ending December 31, 2009.





22




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





Safe Harbor
Statement under the Private Securities Litigation Reform Act of 1995. The statements that are not historical
facts contained in this 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 the control
of the Company, which may cause the actual results, performance or achievements
of the Company to be materially different from any future results, performance
or achievements expressed or implied by such forward looking statements. These
risks are detailed in the Company’s Form 10-K for the fiscal year ended December
31, 2008 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.





Executive
Summary.We are a brand
management company engaged in licensing, marketing and providing trend
direction for a diversified and growing
consumer brand portfolio. Our brands are sold across every major segment of
retail distribution, from luxury to mass. As of March 31, 2009, the Company
owned 17 iconic consumer brands: Candie’s, Bongo, Badgley Mischka, Joe Boxer,
Rampage, Mudd, London Fog, Mossimo, Ocean Pacific/OP, Danskin, Rocawear, Cannon,
Royal Velvet, Fieldcrest, Charisma, Starter, and Waverly. In addition, Scion
LLC, a joint venture in which we have a 50% investment, owns the Artful
Dodger brand.On May 4, 2009, the Company acquired a 50% interest in
Hardy Way LLC (“Hardy Way”) the owner of the Ed Hardy
trademark.  We license
our brands worldwide through approximately 190 direct-to-retail and wholesale licenses for
use across a wide range of product categories, including footwear, fashion
accessories, sportswear, home products and décor, and beauty and fragrance. Our
business model allows us to focus on our core competencies of marketing and
managing brands without many of the risks and investment requirements associated with a more
traditional operating company. Our licensing agreements with leading retail and
wholesale partners throughout the world provide us with a predictable stream of
guaranteed minimum royalties.




Our growth strategy is focused on
increasing licensing revenue from our existing portfolio of brands through
adding new product categories, expanding the retail penetration of its existing
brands and optimizing the sales of its licensees. We will also seek to continue
the international expansion of its brands by partnering with leading licensees
and/or joint venture partners throughout the world. Finally, we believe we will
continue to acquire iconic consumer brands with
applicability to a wide range of merchandise categories and an ability to
further diversify its brand portfolio.





We have and continue to focus on
cost-saving measures.  These measures include a reduction of the total
number of total full-time employees in the Current Quarter, as well as a
continued review of all operating expenses.





Results of
Operations





For the
three months ended March 31, 2009





Revenue.Revenue for the Current Quarter
decreased to $50.5 million from $55.7million for the Prior Year
Quarter.  The primary driver of this decreasewasattributabletoourMudd brand, whichis being transitioned to a direct-to-retail license with Kohl’s
Corporation and will only first be launched in Kohl’s stores in the
second half of 2009.




Operating
Expenses.Consolidated
selling, general and administrative, herein referred to as SG&A, expenses
totaled $16.3 million in the Current Quarter compared to $18.7 million in the
Prior Year Quarter. The decrease of $2.4 million wasdriven by a variety of cost saving
initiatives, including: (i)
a decrease of approximately $0.6 million in payroll costsrelated to areduction in employee headcount,which was partiallyoffset by thecost of severance forterminated employees;(ii) a decrease of approximately $0.6
million in advertisingand
marketing related expenses;(iii)a decrease of $0.5 million in
professional fees; and (iv) a decrease of $0.3 million in employee travel
related expenses




For the Current Quarter and the Prior
Year Quarter, our expenses related to specific litigation included an expense
for professional fees of approximately $0.1 million and $0.2 million,
respectively, relating to litigation involving Unzipped. See Notes 9 and 10 of
Notes to Consolidated Financial Statements.





Operating
Income.Operating income
for the Current Quarter decreased to $34.2 million, or approximately 68% of
total revenue, compared to $36.8 million or approximately 66% of total revenue
in the Prior Year Quarter. Theincreasein our operating margin percentage is
primarily the result of the decrease inSG&A, offset by the decrease in
revenue,for the
reasonsdetailed above.




Other Expenses -
Net– Other expenses - net
decreased by $1.6 million in the Current Quarter to $9.8 million, compared to
other expenses - net of $11.4 million for the Prior Year
Quarter.  This decrease wasprimarily due tointerest expense related to our
variable rate debt decreased as a result of both a lower average debt balance as
well as a decrease in our effective interest rate to 3.71% in the Current
Quarter from 7.08% in the Prior Year Quarter.  This was offset by
adecrease in interest
income related to a decrease in interest rates on money invested by us during
the Current Quarter.





Provision for Income
Taxes.The effective income
tax rate for the Current Quarter is approximately 35.8% resulting in the $8.7
million income tax expense, as compared to an effective income tax rate of 34.9%
in the Prior Year Quarter which resulted in the $8.9 million income tax
expense.




23




Net
Income. The Company’s net
income was $15.6 million in the Current Quarter, compared to net income of $16.5
million in the Prior Year Quarter, as a result of the factors discussed
above.





Liquidity and Capital
Resources





Liquidity





Our principal capital requirements have been to fund acquisitions,
working capital needs, and to a lesser extent, capital expenditures. We have
historically relied on internally generated funds to financeour operations and our primary source
of capital needs for acquisition has been the issuance of debt and equity
securities. At March 31, 2009 and December 31, 2008, our cash totaled $43.2
million and $67.3 million, respectively, including short-term restricted cash of
$5.1 million and $0.9 million, respectively.Of the $5.1 million of
short-term restricted cash at March 31, 2009, $4.1 is in a cash collateral
account in our name (see Note 12 of Notes to Unaudited Condensed Consolidated
Financial Statements).





TheTermLoanFacility requires us to repay the principal amount of
the term loan outstanding in an amount equal to 50% of the excess cash flow of
the subsidiaries subject to the term loan facility for the most recently
completed fiscal year.   During the Current Quarter, we paid
$38.7million of the principal balance of theTermLoanFacility, which represents 50% of the
excess cash flow of the subsidiaries subject to theTermLoanFacility for the year ended December 31,
2008.





On May 4,
2009, the Company acquired a 50% interest in Hardy Way, the owner of the Ed
Hardy trademark, for $17.0 million, including $9.0 million in cash, which was
funded entirely from cash on hand.





We believe that cash from future
operations as well as currently available cash will be sufficient to satisfy our
anticipated working capital requirements for the foreseeable future. We
intend to continue financing future brand acquisitions through a combination of
cash from operations, bank financing and the issuance of additional equity
and/or debt securities. See Note 6 of Notes toUnaudited CondensedConsolidated Financial Statements for a
description of certain prior financings consummated by us.





As of March 31, 2009, our marketable
securities consist of auction rate securities. Beginning in the third quarter of 2007, $13.0 million of our
auction rate securities had failed auctions due to sell orders exceeding buy
orders. These funds will not be available to us until a successful auction
occurs or a buyer is found outside the auction process. As a result, $13.0
million of auction rate securities have been written down to $7.5 million, using
Level 3 inputs with present value techniques as described by the fairvalue hierarchy and the income approach
outlined in SFAS 157, as ancumulativeunrealized pre-tax loss of
$5.6million to reflect a temporary decrease
in fairvalue. As the write-down of
$5.6million has been identified as a
temporary decrease in fairvalue, the write-down has not impacted
our earnings and is reflected as an other comprehensive loss in the
stockholders’ equity section of our consolidated balance sheet.  We
estimated the fairvalue of our auction rate securities
using a discounted cash flow model where we used the expected rate of interest
to be received.  We believe this decrease in fairvalue is temporary due to general
macroeconomic market conditions, and interest is being paid in full as
scheduled.  Further, we have the abilityand intentto hold the securities until an
anticipated full redemption, and we have no reason to believe that any of the
underlying issuers of these auction rate securities or its third-party insurers are presently at risk
of default. We believe our cash flow from future operations and its existing
cash on hand will be sufficient to satisfy its anticipated working capital
requirements for the foreseeable future,
regardless of the timeliness of the auction process.





Changes in Working
Capital





AtMarch 31, 2009and December 31, 2008 the working
capital ratio (current assets to current liabilities) was 1.46to 1 and 1.26 to 1, respectively. This
increasein our working
capital ratiowas driven by
the factors set forth below:





Operating Activities





Net cash provided by operating
activities increased $6.6million to $25.7million in the Current Quarter from
$19.1 million of net cash provided by operating activities inthe Prior Year Quarter.This increase is primarily
due to an increase of $1.0 million in our non-cash deferred income taxes to $5.6
million in the Current Quarter as compared to $4.6 million in the Prior Year
Quarter; a decrease of $1.7 million in prepaid advertising and other, as
compared to an increase of $1.2 million in the Prior Year Quarter, and an
increase in accounts receivable of $0.6 million in the Current Quarter as
compared to an increase of $7.1 million in the Prior Year Quarter. The increases
in accounts receivable and prepaid advertising and other in the Prior Year
Quarter were primarily related to acquisitions made during the three months
ended December 31, 2007.  There was no such impact in the Current
Quarter as there were no new acquisitions in the Current Quarter, and the
acquisition of Waverly during the three months ended December 31, 2008 only
accounted for approximately $1.4 million of our $47.1 million balance of
accounts receivable at December 31, 2008.  The aggregate of these
increases to our cash provided by operating activities was offset by a decrease
of $0.5 million in stock option expense to $1.6 million in the Current Quarter
from $2.1 million in the Prior Year Quarter, a decrease of $1.0 million in
accounts payable and accrued expenses in the Current Quarter as compared to an
increase of $0.9 million in accounts payable and accrued expenses in the Prior
Year Quarter, and an increase of $0.5 million in other assets in the Current
Quarter as compared to a decrease of $0.4 million in other assets in the Prior
Year Quarter.





24





Investing Activities





Net cash used in investing activities
increasedapproximately$6.7million to $6.7million in the Current Quarter from
less than $0.1 million of net cash used in investing activities in the Prior
Year Quarter.  This increase is primarily due to earn-out payments
totaling $6.7million made during the Current Quarterrelating to the
Official-Pillowtex acquisition.





Financing Activities





Net cash used in financing activities
increased $32.6million to $47.3million in the Current Quarter from
$14.7 million of net cash used in financing activities in the Prior Year
Quarter.  This increase is primarily due to payment of long term
debt.  Specifically, our paymentin the Prior Year Quarter of 50% of our
excess cash flow from the subsidiaries subject to the term loan facility for
fiscal 2007 was $15.6 million, as compared to our payment in the Current Quarter
of $38.7 million, which represented 50% of our excess cash flow from the
subsidiaries subject to the term loan facility for fiscal
2008.  Additionally, short-term restricted cash increased $4.2 million
primarily as a result of an investment through our joint venture Scion (see Note
12 of Notes to Unaudited Condensed Consolidated Financial Statements), which was
offset by a non-controlling interest contribution of $2.1
million.  Further, in the Current Quarter the tax benefit from
share-based payment arrangements was $0.3 million, as compared to a $4.0 million
tax benefit in the Prior Year Quarter.  Lastly, during the Current
Quarter, we repurchased shares of our common stock for $1.5 million related to a
stock repurchase plan authorized by our Board of Directors in November
2008.  There were no such repurchases in the Prior Year
Quarter.





Other Matters





New Accounting
Standards





In April 2009, the FASB issued FSP No.
FAS 107-1 and APB 28-1, “Interim Disclosures about FairValue of Financial Instruments” (“FSP
107-1 and APB 28-1”). FSP 107-1 and APB 28-1 require that disclosures about the
fairvalue of a company’s financial
instruments be made whenever summarized financial information for interim
reporting periods is made. The provisions of FSP 107-1 are effective for interim
reporting periods ending after June 15, 2009, with early adoption permitted for
periods ending after March 15, 2009. Early adoption of FSP 107-1 and APB 28-1
may be made only if FSP FAS 157-4, “Determining FairValue When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly” and FSP FAS 115-2 and FAS 124-2 “Recognition
and Presentation of Other-Than-Temporary Impairments” are also adopted early. We are
currently evaluating the impact that FSP 107-1 and APB 28-1 will have on our
consolidated financial statements.





In April 2009, the FASB issued FSP No.
FAS 157-4, “Determining FairValue When the Volume and Level of
Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That Are Not Orderly” (“FSP 157-4”). FSP 157-4 does not change the
definition of fairvalue as detailed in FAS 157, but
provides additional guidance for estimating fairvalue in accordance with FAS 157 when
the volume and level of activity for the asset or liability have significantly
decreased. The provisions of FSP 157-4 are effective for interim and annual
reporting periods ending after June 15, 2009, with early adoption permitted for
periods ending after March 15, 2009. If early adoption is elected for either FAS
115-2 or FAS 107-1 and APB 28-1, FSP 157-4 must also be adopted early. We are
currently evaluating the impact that FSP 157-4 will have on our consolidated
financial statements.





In April 2009, the FASB issued FSP No.
FAS 115-2 and FAS 124-2, “Recognition and Presentation of Other-Than-Temporary
Impairments” (“FSP 115-2 and FAS 124-2”). FSP
115-2 and FAS 124-2 amends the other-than-temporary impairment guidance in U.S. GAAP for debt
securities and provides additional disclosure requirements for other-than-temporary
impairments for debt and equity securities.
FSP 115-2 and FAS 124-2 address the determination as to when an investment is
considered impaired, whether that impairment is other than temporary, and the
measurement of an impairment loss. The provisions of FSP 115-2
and FAS 124-2 are effective for interim and annual reporting periods ending
after June 15, 2009, with early adoption permitted for periods ending after
March 15, 2009. If early adoption is elected for either FAS 157-4 or FAS 107-1
and APB 28-1, FSP 115-2 and FAS 124-2 must also be adopted early. We are
currently evaluating the impact that FSP 115-2 and FAS 124-2 will have on our
consolidated financial statements.




Summary of Critical Accounting
Policies.





Several of the our accounting policies
involve management judgments and estimates that could be significant. The
policies with the greatest potential effect on our consolidated results of
operations and financial position include the estimate of reserves to provide
for collectability of accounts receivable. We estimate the collectability
considering historical, current and anticipated trends of our licensees related
to deductions taken by customers and markdowns provided to retail customers to
effectively flow goods through the retail channels, and the possibility of
non-collection due to the financial position of its licensees' and
theirretail customers. Due to our licensing
model, we do not have any inventory risk and reduced its operating risks, and
can reasonably forecast revenues and plan expenditures based upon guaranteed
royalty minimums and sales projections provided by its retail
licensees.




25




The preparation of the consolidated
financial statements in conformity with accounting principles generally accepted
in the U.S. requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. We review all significant estimates affecting the financial
statements on a recurring basis and records the effect of any adjustments when
necessary.





In connection with our licensing model,
we have entered into various trademark license agreements that provide revenues
based on minimum royalties and additional revenues based on a percentage of
defined sales. Minimum royalty revenue is recognized on a straight-line basis
over each period, as defined, in each license agreement. Royalties exceeding the
defined minimum amounts are recognized as income during the period corresponding
to the licensee's sales.





In June 2001, the FASB issued Statement
of Financial Accounting Standards No. 142, "Goodwill and Other Intangible
Assets,", herein referred to as SFAS 142, which changed the accounting for
goodwill from an amortization method to an impairment-only approach. Upon our adoption of
SFAS 142 on February 1, 2002, we ceased amortizing goodwill. As prescribed under
SFAS 142, we had goodwill tested for impairment during the years ended December 31,
2008, 2007 and 2006, and no write-downs from impairments were necessary. Our tests for
impairment utilize discounted cash flow models
to estimate the fairvalues of the individual assets.
Assumptions critical to our fairvalue estimates are as follow: (i)
discount rates used to derive the present value factors used in determining the
fairvalue of the reporting units and
trademarks; (ii) royalty rates used in our trade mark valuations; (iii)
projected average revenue growth rates used in the reporting unit and trademark
models; and (iv) projected long-term growth rates used in the derivation of
terminal year values.  These tests factor in economic conditions and
expectations of management and may change in the future based on period-specific
facts and circumstances.





Impairment losses are recognized for
long-lived assets, including certain intangibles, used in operations when
indicators of impairment are present and the undiscounted
cash flows estimated to be generated by those assets are not sufficient to
recover the assets carrying amount. Impairment losses are measured by comparing
the fairvalue of the assets to theircarrying amount.  For the
years ended December 31, 2008, 2007, and 2006 there was no impairment present for these long-lived
assets.





Effective January 1, 2006, we
adopted Statement of Financial Accounting Standards No. 123(R), “Accounting
for Share-Based Payment”, herein referred to as SFAS 123(R), which
requires companies to measure and recognize
compensation expense for all stock-based payments at fairvalue. Under SFAS 123(R), using the
modified prospective method, compensation expense is recognized for all
share-based payments granted prior to, but not yet vested as of, January 1,
2006. Prior to the adoption of SFAS 123(R), we accounted for our
stock-based compensation plans under the recognition and measurement principles
of accounting principles board, or APB, Opinion No. 25, “Accounting for
stock issued to employees,” and related interpretations. Accordingly, the
compensation cost for stock options had been measured as the excess, if any, of
the quoted market price of our common stock at the date of the grant over the
amount the employee must pay to acquire the stock.




We account for income taxes in
accordance with Statement of Financial Accounting Standards No. 109 “Accounting
for Income Taxes”, herein referred to as SFAS 109. Under SFAS 109, deferred tax
assets and liabilities are determined based on differences between the financial
reporting and tax basis of assets and liabilities and are measured using the
enacted tax rates and laws that will be in effect when the differences are
expected to reverse. A valuation allowance is established when necessary to
reduce deferred tax assets to the amount expected to be realized. In determining
the need for a valuation allowance, management reviews both positive and
negative evidence pursuant to the requirements of SFAS 109, including current
and historical results of operations, the annual limitation on utilization of
net operating loss carry forwards pursuant to Internal Revenue Code section 382,
future income projections and the overall prospects of our business. Based upon
management's assessment of all available evidence, including our completed
transition into a licensing business, estimates of future profitability based on
projected royalty revenues from its licensees, and the overall prospects of our
business, management concluded that it is more likely than not that the net
deferred income tax asset will be realized.





We adopted FASB Interepretation 48,
herein referred to as FIN 48, beginning January 1, 2007. The implementation of
FIN 48 did not have a significant impact on our financial position or results of
operations. The total unrecognized tax benefit was $1.1 million at the date of
adoption. At December 31, 2008, the total unrecognized tax benefit was $1.1
million. However, the liability is not recognized for accounting purposes
because the related deferred tax asset has been fully reserved in prior years.
We are continuing our practice of recognizing interest and penalties related to
income tax matters in income tax expense. There was no accrual for interest and
penalties related to uncertain tax positions for the year ended December 31,
2008. We file federal and state tax returns and is generally no longer subject
to tax examinations for fiscal years prior to 2004.





Marketable securities, which are
accounted for as available-for-sale, are stated at fairvalue in accordance with Statement of
Financial Accounting Standards No. 115, “Accounting for Certain Investments in
Debt and Equity Securities” (“SFAS 115”), and consist of auction rate
securities. Temporary changes in fairmarket value are recorded as other
comprehensive income or loss, whereas other than temporary markdowns will be
realized through our statement of operations. On January 1, 2008, we adopted
SFAS 157, which establishes a framework for measuring fairvalue and requires expanded disclosures about
fairvalue measurement. While SFAS 157 does
not require any new fairvalue measurements in its application
to other accounting pronouncements, it does emphasize that a fairvalue measurement should be determined
based on the assumptions that market participants would use in pricing the asset
or liability. Our assessment of the significance of a particular input to the
fairvalue measurement requires judgment and may affect the
valuation.




26




Seasonal
a nd Quarterly
Fluctuations.





The majority of the products
manufactured and sold under our brands and licenses are for apparel,
accessories, footwear and home products and decor, for which sales may vary as a
result of holidays, weather, and the timing of product shipments. Accordingly, a
portion of our revenue from its licensees, particularly from those mature
licensees whose actual sales royalties exceed minimum royalties, may be subject
to seasonal fluctuations. The results of operations in any quarter therefore
will not necessarily be indicative of the results that may be achieved for a
full fiscal year or any future quarter.





Other Factors





We continue to seek to expand and
diversify the types of licensed products being produced under our various
brands, as well as diversify the distribution channels within which licensed
products are sold, in an effort to reduce dependence on any particular retailer,
consumer or market sector. The success of the Company, however, will still
remain largely dependent on our ability to build and maintain brand awareness
and contract with and retain key licensees and on our licensees’ ability to
accurately predict upcoming fashion trends within theirrespective customer bases and fulfill
the product requirements of theirparticular retail channels within the
global marketplace. Unanticipated changes in consumer fashion preferences,
slowdowns in the U.S. economy, changes in the prices of supplies, consolidation
of retail establishments, and other factors noted in “Part II - Item 1A-Risk
Factors,” could adversely affect our licensees’ ability to meet and/or exceed
theircontractual commitments to us and
thereby adversely affect our future operating results





Effects of
Inflation.We do not believe that
the relatively moderate rates of inflation experienced over the past few years
in the U.S., where it primarily competes, have had a significant effect on
revenues or profitability.




Item 3.Quantitative and
Qualitative Disclosures about Market Risk





The Company limits exposure to foreign
currency fluctuations by requiring substantially all of its licenses to
be denominated in U.S. dollars.





The Company is exposed to potential loss
due to changes in interest rates. Investments with interest rate risk include
marketable securities. Debt with interest rate risk includes the fixed and
variable rate debt. As of March 31, 2009, the Company had approximately $217.2
million in variable interest debt under its Term Loan Facility. See Note 6 of
the Notes to Unaudited Condensed Consolidated Financial Statements for further
explanation. To mitigate interest rate risks, the Company is utilizing
derivative financial instruments such as interest rate hedges to convert certain
portions of the Company’s variable rate debt to fixed interest
rates.  If there were an adverse change of 10% in interest rates, the
expected effect on net income would be immaterial.




The Company invested in certain auction
rate securities. During the Current Quarter, the Company’s balance of auction
rate securities failed to auction due to sell orders exceeding buy orders. These
funds will not be available to us until a successful auction occurs or a buyer
is found outside the auction process. The Company estimated the fairvalue of its auction rate securities to
be $7.5 million, using a discounted cash flow model where the Company used the
expected rate of interest to be received.  The Company believes this
decrease in fairvalue is temporary due to general
macroeconomic market conditions, and interest is being paid in full as
scheduled.  Further, the Company has the ability and intent to hold
the securities until an anticipated full redemption, and the Company has no
reason to believe that any of the underlying issuers of these auction rate
securities or its third-party insurers are presently at risk
of default.   The cumulative effect of the failure to auction since
the third quarter of fiscal 2007 has resulted in
an accumulated other comprehensive loss of $5.5 million which is reflected in
the stockholders’ equity section of the condensed unaudited consolidated balance
sheet.





In connection with the initial sale of
its convertible notes, the Company entered into convertible note hedges with the
counterparties, which hedging transactions are expected, but are not guaranteed,
to eliminate the potential dilution upon conversion of the convertible notes. At
the same time, the Company entered into sold warrant transactions with the hedge
counterparties. In connection with such transactions, the hedge counterparties
entered into various over-the-counter derivative transactions with respect to
the Company’s common stock and purchased the Company’s common stock; and they
may enter into or unwind various over-the-counter derivatives and/or purchase or
sell the Company’s common stock in secondary market transactions in the future.
Such activities could have the effect of increasing, or preventing a decline in,
the price of our common stock. Such effect is expected to be greater in the
event we elect to settle converted notes entirely in cash. The hedge counterparties
are likely to modify theirhedge positions from time to time prior
to conversion or maturity of the convertible notes or termination of the
transactions by purchasing and selling shares of our common stock, other of our
securities, or other instruments they may wish to use in connection with such
hedging. In particular, such hedging modification may occur during any
conversion reference period for a conversion of notes. In addition, the Company
intends to exercise options it holds under the Convertible Note Hedge
transactions whenever the Convertible Notes are converted and the Company has
elected, with respect to such conversion, to pay a portion of the consideration
then due by the Company to the Convertible Note holder in shares of the
Company’s common stock. In order to unwind theirhedge positions with respect to those
exercised options, the hedge counterparties will likely sell shares of the
Company’s common stock in secondary market transactions or unwind various
over-the-counter derivative transactions with respect to our common stock during
the conversion reference period for the converted notes. The effect, if any, of
any of these transactions and activities on the trading price of the Company’s
common stock will depend in part on market conditions and cannot be ascertained
at this time, but any of these activities could adversely affect the value of
the Company’s common stock. Also, the sold warrant transaction could have a
dilutive effect on our earnings per share to the extent that the price of the
Company’s common stock exceeds the strike price of the
warrants.




27




On September 15, 2008 and October 3,
2008, respectively, Lehman Holdings and Lehman OTC, filed for protection under
Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy
Court in the Southern District of New York. The Company currently believes that
the bankruptcy filings and theirpotential impact will not have a
material adverse effect on the Company’s financial position, results of
operations or cash flows. The Company will continue to monitor the bankruptcy
filings of Lehman Holdings and Lehman OTC. The terms of the convertible notes
and the rights of the holders of the Convertible Notes are not affected in any
way by the bankruptcy filings of Lehman Holdings or Lehman
OTC.





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 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, herein
referred to as the Exchange Act), as of the end of the period covered by this
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.





Based on this evaluation, the principal
executive officer and principal financial officer concluded that the Company’s
disclosure controls and procedures are effective in timely alerting them to
material information required to be included in our periodic SEC
filings and ensuring that information required to be disclosed by the Company in the
reports that it files or submits under the Exchange Act is recorded, processed,
summarized and reported within the time period specified in the SEC’s rules and
forms.





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 quarter ended March
31, 2009 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 quarter ended March 31, 2009
that has materially affected, or is reasonably likely to affect, the Company’s
internal control.





PART II. Other Information




Item 1.Legal
Proceedings





See Note 11 of Notes to Unaudited
Condensed Consolidated Financial Statements.




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, 2008, 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, 2008 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 our trademarks.





As of
March 31, 2009, our balance sheet reflects consolidated debt of approximately
$578 million, including secured debt of $328.9 million ($217.2 million under our
Term Loan Facility and $111.7 million under Asset-Backed Notes issued by our
subsidiary, IP Holdings), primarily all of which was incurred in connection with
our acquisition activities. In accordance with FSP APB 14-1, our Convertible
Notes are included in our $578 million of consolidated debt at a net debt
carrying value of $236.9 million; the principal amount owed to the holders of
the Convertible Notes is $287.5 million.  We may also assume or incur
additional debt, including secured debt, in the future in connection with, or to
fund, future acquisitions. Our debt obligations:




·
            could
      impair our liquidity;




·
            could
      make it more difficult for us to satisfy our other
      obligations;




28




·
            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,
      including in connection with future
  acquisitions;





·
            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




·
            place
      us at a competitive disadvantage when compared to our competitors who have
      less debt.




While we
believe that by virtue of the guaranteed minimum royalty payments due to us
under our licenses we will generate sufficient revenues from our licensing
operations to satisfy our obligations for the foreseeable future, in the event
that we were to fail in the future to make any required payment under 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 and could result in the acceleration of the
payment obligations under all or a portion of our consolidated indebtedness. In
the case of our term loan facility, it would enable the lenders to foreclose on
the assets securing such debt, including the Ocean Pacific/OP, Danskin,
Rocawear, Starter, Mossimo and Waverly trademarks, as well as the trademarks
acquired by us in connection with the Official-Pillowtex acquisition, and, in
the case of the asset-backed notes, it would enable the holders of such notes to
foreclose on the assets securing such notes, including the Candie’s, Bongo, Joe
Boxer, Rampage, Mudd and London Fog trademarks.





If
we are unable to identify and successfully acquire additional trademarks, our
growth may be limited, and, even if additional trademarks are acquired, we may
not realize anticipated benefits due to integration or licensing
difficulties.




A key
component of our growth strategy is the acquisition of additional trademarks.
Historically, we have been involved in numerous acquisitions of varying sizes.
We continue to explore new acquisitions. However, as our competitors continue to
pursue our brand management model, acquisitions may become more expensive and
suitable acquisition candidates could become more difficult to find. In
addition, even if we successfully acquire additional trademarks, we may not be
able to achieve or maintain profitability levels that justify our investment in,
or realize planned benefits with respect to, those additional brands. Although
we seek to temper our acquisition risks by following acquisition guidelines
relating to the existing strength of the brand, its diversification benefits to
us, its potential licensing scale and the projected rate of return on our
investment, acquisitions, whether they be of additional intellectual property
assets or of the companies that own them, entail numerous risks, any of which
could detrimentally affect our results of operations and/or the value of our
equity. These risks include, among others:




·
              unanticipated
      costs;





·
              negative
      effects on reported results of operations from acquisition related charges
      and amortization of acquired
intangibles;





·
              diversion
      of management’s attention from other business
  concerns;





·
              the
      challenges of maintaining focus on, and continuing to execute, core
      strategies and business plans as our brand and license portfolio grows and
      becomes more diversified;





·
              adverse
      effects on existing licensing
relationships;





·
              potential
      difficulties associated with the retention of key employees, and the
      assimilation of any other employees, that may be retained by us in
      connection with or as a result of our acquisitions;
  and


·
                risks
      of entering new domestic and international markets (whether it be with
      respect to new licensed product categories or new licensed product
      distribution channels) or markets in which we have limited prior
      experience.


Acquiring
additional trademarks could also have a significant effect on our financial
position and could cause substantial fluctuations in our quarterly and yearly
operating results. Acquisitions could result in the recording of significant
goodwill and intangible assets on our financial statements, the amortization or
impairment of which would reduce our reported earnings in subsequent years. No
assurance can be given with respect to the timing, likelihood or financial or
business effect of any possible transaction. Moreover, as discussed below, our
ability to grow through the acquisition of additional trademarks will also
depend on the availability of capital to complete the necessary acquisition
arrangements. In the event that we are unable to obtain debt financing on
acceptable terms for a particular acquisition, we may elect to pursue the
acquisition through the issuance by us of shares of our common stock (and in
certain cases, convertible securities) as equity consideration which could
dilute our common stock because it could reduce our earnings per share, and any
such dilution could reduce the market price of our common stock unless and until
we were able to achieve revenue growth or cost savings and other business
economies sufficient to offset the effect of such an issuance. As a result,
there is no guarantee that our stockholders will achieve greater returns as a
result of any future acquisitions we complete.




29




A
substantial portion of our licensing revenue is concentrated with a limited
number of licensees such that the loss of any of such licensees could decrease
our revenue and impair our cash flows.





Our
licensees Target Corporation or Target, Wal-Mart Stores, Inc. or Wal-Mart,
Kohl's Corporation. or Kohl’s and Kmart Corporation or Kmart were our four
largest direct-to-retail licensees during the Current Quarter, representing
approximately 17%, 15%, 7% and 5%, respectively, of our total revenue for such
period, while Li & Fung USA was our largest wholesale licensee, representing
approximately 11% of our total revenue for such period. Our license agreement
with Target for the Mossimo trademark grants it the exclusive U.S. license for
substantially all Mossimo-branded products for a term expiring in January 2012;
our second license agreement with Target for the Fieldcrest mark grants it the
exclusive U.S. license for substantially all Fieldcrest-branded products for an
initial term expiring in July 2010; and our third license agreement with Target
grants it the exclusive U.S. license for Waverly Home for a broad range of
Waverly Home-branded products for a term expiring in January
2011.  Our license agreement with Wal-Mart for the Ocean Pacific and
OP trademarks grants it the exclusive license in the U.S., China, India and
Brazil for substantially all Ocean Pacific/OP-branded products for an term
expiring June 30, 2011; our second license agreement with Wal-Mart for the
Danskin Now trademark grants it the exclusive license in the U.S. Canada,
Argentina, and Central America for substantially all Danskin Now-branded
products for an initial term expiring December 2010; and, our third license
agreement with Wal-Mart for the Starter trademark grants it the exclusive
license in the U.S., Canada and Mexico for substantially all Starter-branded
products for an initial term expiring December 2013.  Our license
agreement with Kohl's for the Candie’s trademark grants it the exclusive U.S.
license for a wide variety of Candie’s-branded product categories for a term
expiring in January 2011, and our license agreement with Kohl’s for the Mudd
trademark grants it the exclusive U.S. license for a wide variety of
Mudd-branded product categories for an initial term expiring in January
2011.  Our license agreement with Kmart grants it the exclusive U.S.
license with respect to the Joe Boxer trademark for a wide variety of product
categories for a term expiring in December 2010.   Our license
agreements with Li & Fung USA grant it the exclusive worldwide license with
respect to our Royal Velvet trademarks for a variety of products sold
exclusively at Bed Bath & Beyond in the U.S., and the exclusive license
(outside of the U.S. and Canada) for the Cannon trademark for a variety of
products. The term for each of these licenses with Li & Fung USA expires on
December 31, 2013. 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 its ability to make guaranteed payments, or if any of
these licensees decides not to renew or extend its existing agreement with us,
our revenue and cash flows could be reduced substantially.




We
are dependent upon our chief executive officer and other key executives. If we
lose the services of these individuals we may not be able to fully implement our
business plan and future growth strategy, which would harm our business and
prospects.




Our
success as a marketer and licensor of intellectual property is largely due to
the efforts of Neil Cole, our president, chief executive officer and chairman.
Our continued success is largely dependent upon his continued efforts and those
of the other key executives he has assembled. Although we have entered into an
employment agreement with Mr. Cole, expiring on December 31, 2012, as well
as employment agreements with other of our key executives, there is no guarantee
that we will not lose their services. To the extent that any of their services
become unavailable to us, we will be required to hire other qualified
executives, and we may not be successful in finding or hiring adequate
replacements. This could impede our ability to fully implement our business plan
and future growth strategy, which would harm our business and
prospects.





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 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
March 31, 2009, goodwill represented approximately $151.5 million, or
approximately 11% of our total assets, and trademarks and other intangible
assets represented approximately $1,058.7 million, or approximately 76% of
our total assets. Under SFAS 142, goodwill and indefinite life intangible
assets, including some 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. While, to date, no impairment
write-downs have been necessary, any write-down of goodwill or intangible assets
resulting from future periodic evaluations would, as applicable, either decrease
our net income or increase our net loss, and those decreases or increases could
be material.





Convertible
note hedge and warrant transactions that we have entered into may affect the
value of our common stock.




In
connection with the initial sale of our convertible notes, we entered into
convertible note hedges with affiliates of Merrill Lynch and Lehman Brothers,
herein referred to as the counterparties, which hedging transactions are
expected, but are not guaranteed, to eliminate the potential dilution upon
conversion of the convertible notes. At the same time, we entered into sold
warrant transactions with the hedge counterparties. In connection with such
transactions, the hedge counterparties entered into various over-the-counter
derivative transactions with respect to our common stock and purchased our
common stock; and they may enter into or unwind various over-the-counter
derivatives and/or purchase or sell our common stock in secondary market
transactions in the future.




30




Such
activities could have the effect of increasing, or preventing a decline in, the
price of our common stock. Such effect is expected to be greater in the event we
elect to settle converted notes entirely in cash. The hedge counterparties are
likely to modify their hedge positions from time to time prior to conversion or
maturity of the convertible notes or termination of the transactions by
purchasing and selling shares of our common stock, other of our securities, or
other instruments they may wish to use in connection with such hedging. In
particular, such hedging modification may occur during any conversion reference
period for a conversion of notes. In addition, we intend to exercise options we
hold under the convertible note hedge transactions whenever notes are converted
and we have elected, with respect to such conversion, to pay a portion of the
consideration then due by us to the note holder in shares of our common stock.
In order to unwind their hedge positions with respect to those exercised
options, the hedge counterparties will likely sell shares of our common stock in
secondary market transactions or unwind various over-the-counter derivative
transactions with respect to our common stock during the conversion reference
period for the converted notes.




The
effect, if any, of any of these transactions and activities on the trading price
of our common stock will depend in part on market conditions and cannot be
ascertained at this time, but any of these activities could adversely affect the
value of our common stock. Also, the sold warrant transaction could have a
dilutive effect on our earnings per share to the extent that the price of our
common stock exceeds the strike price of the warrants.





On
September 15, 2008 and October 3, 2008, respectively, Lehman Holdings and Lehman
OTC, filed for protection under Chapter 11 of the United States Bankruptcy Code
in the United States Bankruptcy Court in the Southern District of New
York.  We currently believe, although there can be no assurance, that
the bankruptcy filings and their potential impact on these entities will not
have a material adverse effect on our financial position, results of operations
or cash flows. We will continue to monitor the bankruptcy filings of Lehman
Holdings and Lehman OTC.





Due
to the recent downturn in the market, certain of the marketable securities we
own may take longer to auction than initially anticipated, if at
all.





Marketable
securities consist of auction rate securities. From the third quarter of 2007 to
the present, our balance of auction rate securities failed to auction due to
sell orders exceeding buy orders. These funds will not be available to us until
a successful auction occurs or a buyer is found outside the auction process. As
a result, $13.0 million of auction rate securities have been written down to
approximately $7.5 million, based on our analysis, as an unrealized pre-tax loss
to reflect a temporary decrease in fair value, reflected as an accumulated other
comprehensive loss of $5.5 million in the stockholders’ equity section of our
unaudited condensed consolidated balance sheet. We estimated the fair value of
our auction rate securities using a discounted cash flow model where we used the
expected rate of interest to be received.  We believe this decrease in
fair value is temporary due to general macroeconomic market conditions, and
interest is being paid in full as scheduled.  Further, we have the
ability and intent to hold the securities until an anticipated full redemption,
and we have no reason to believe that any of the underlying issuers of these
auction rate securities or its third-party insurers are presently at risk of
default.  However, there are no assurances that a successful auction
will occur, or that we can find a buyer outside the auction
process.





A
decline in general economic conditions resulting in a decrease in
consumer-spending levels and an inability to access capital may adversely affect
our business.





Many
economic factors beyond our control may impact our forecasts and actual
performance. These factors include consumer confidence, consumer spending
levels, employment levels, availability of consumer credit, recession,
deflation, inflation, a general slowdown of the U.S. economy or an uncertain
economic outlook. Furthermore, changes in the credit and capital markets,
including market disruptions, limited liquidity and interest rate fluctuations,
may increase the cost of financing or restrict our access to potential sources
of capital for future acquisitions.




31




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





The following table represents
information with respect to purchases of common stock made by the Company during
the three months ended March 31, 2009:




Month of purchase
                                    
                                    Total number
                                      of shares
                                      purchased(1)
                                    
                                    
                                    Average
                                      price
                                      paid per share
                                    
                                    
                                    Total number
                                      of
                                      shares
                                      purchased as
                                      part of
                                      publicly
                                      announced
                                      plans or
                                      programs
                                    
                                    
                                    Maximum
                                      dollar
                                      value of
                                      shares
                                      that may yet
                                      be
                                      purchased
                                      under the
                                      plans or
                                      programsJanuary 1 – January
      31
                                    
                                    
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    73,177,253February 1 – February
      28
                                    
                                    
                                    3,080
                                    
                                    
                                    $
                                    7.96
                                    
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    73,177,253March 1 – March
      31
                                    
                                    
                                    200,667
                                    
                                    
                                    $
                                    7.26
                                    
                                    
                                    $
                                    200,000
                                    
                                    
                                    $
                                    71,722,003Total
                                    
                                    
                                    203,747
                                    
                                    
                                    $
                                    7.27
                                    
                                    
                                    $
                                    200,000
                                    
                                    
                                    $
                                    71,722,003




(1)   On November 3,
2008, the Company announced that the Board of Directors authorized the repurchase of up
to $75 million of the Company's common stock over a period ending October 30,
2011. This authorization replaced any prior plan or authorization. The current
plan does not obligate the Company to repurchase any specific number of shares
and may be suspended at any time at management's discretion. Amounts not
purchased under the stock repurchase program represent shares surrendered to the
Company to pay withholding taxes due upon the vesting of restricted
stock







Item 6.Exhibits





EXHIBIT NO.
            
            DESCRIPTION OF
      EXHIBITExhibit
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
      2002Exhibit
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
      2002Exhibit
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 2002Exhibit
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




32




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: May 8,
      2009
              /s/
      Neil ColeNeil Cole
                Chairman of the Board,
      President
                and Chief Executive
      Officer
                (on Behalf of the
      Registrant)




Date: May 8,
      2009
              /s/
      Warren ClamenWarren Clamen
                Executive Vice
      President
                and Chief Financial
      Officer





33