UNITED STATES


SECURITIES AND EXCHANGE
COMMISSION




Washington, D.C.
20549




FORM 10-K




x
              ANNUAL REPORT PURSUANT TO SECTION
      13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
  1934FOR THE FISCAL YEAR ENDED DECEMBER
      31, 2009





OR




o
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934




FOR THE TRANSITION PERIOD FROM
      _______ TO _______




0-10593


(Commission File
Number)




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, New York
10018


(Address of principal executive offices)
( zip code)





Registrant's telephone number, including
area code: (212) 730-0030


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




Title of each
      class
            
            Name of each exchange on which
      registeredCommon Stock, $.001
      Par Value
              Preferred Share Purchase
      Rights
            
            The NASDAQ Stock Market
      LLC
              (NASDAQ Global
      Market)





Securities registered pursuant to
Section 12(g) of the Act: None





Indicate by check mark if the registrant
is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YesxNoo





Indicate by check mark if the registrant
is not required to file reports pursuant to Section 13 or Section 15(d) of the
Act. YesoNox





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.xYesoNo





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Website, 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).     oYesoNo





Indicate by check mark if disclosure of
delinquent filers pursuant to Item 405 of Regulation S-K is not contained
herein, and will not be contained, to the best of registrant's knowledge, in
definitive proxy or information statements incorporated by reference in Part III
of this Form 10-K or any amendment to this Form 10-K.x





1




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 filero
            Non-accelerated filero
            Smaller reporting companyo(Do not check if a smaller
              reporting company)




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




The aggregate market value of the
registrant's Common Stock held by non-affiliates of the registrant as of the
close of business on June 30, 2009 was approximately $857.3 million. As of
February 24, 2010, 71,496,932 shares of the registrant's Common Stock, par value
$.001 per share, were outstanding.





DOCUMENTS
INCORPORATED BY REFERENCE:Portions of the registrant’s proxy statement for its annual meeting of
stockholders to be held in 2010 are incorporated by reference in Items 10, 11,
12, 13 and 14 of Part III of this Form 10-K





2




ICONIX BRAND GROUP, INC. -FORM
10-K





TABLE OF CONTENTS




PagePART I
            
            
            
            4Item 1.
            
            Business
            
            4Item 1A.
            
            Risk
Factors
            
            13Item 1B.
            
            Unresolved Staff
      Comments
            
            21Item 2.
            
            Properties
            
            21Item 3.
            
            Legal
      Proceedings
            
            22Item 4.
            
            Submission of Matters to a Vote of
      Security Holders
            
            22PART II
            
            
            
            23Item 5.
            
            Market for Registrant's Common
      Equity, Related Stockholder Matters and Issuer Purchases of Equity
      Securities
            
            23Item 6.
            
            Selected Financial
      Data
            
            24Item 7.
            
            Management's Discussion and
      Analysis of Financial Condition and Results of
      Operations
            
            25Item 7A.
            
            Quantitative and Qualitative
      Disclosures about Market Risk
            
            34Item 8.
            
            Financial Statements and
      Supplementary Data
            
            35Item 9.
            
            Changes in and Disagreements with
      Accountants on Accounting and Financial Disclosure
            
            35Item 9A.
            
            Controls and
      Procedures
            
            35Item 9B.
            
            Other
      Information
            
            38PART IIIItem 10.
            
            Directors, Executive Officers and
      Corporate Governance
            
            38Item 11.
            
            Executive
      Compensation
            
            38Item 12.
            
            Security Ownership of Certain
      Beneficial Owners and Management and Related Stockholder
      Matters
            
            38Item 13.
            
            Certain Relationships and Related
      Transactions, and Director Independence
            
            38Item 14.
            
            Principal Accounting Fees and
      Services
            
            38PART IV
            
            
            
            39Item 15.
            
            Exhibits, Financial Statement
      Schedules
            
            39Signatures
            
            40Consolidated Financial
      Statements
            
            48





3




Unless the context requires otherwise,
references in this Form 10-K to the “Company”, “Iconix”, “we”, “us”, “our”, or
similar pronouns refer to Iconix Brand Group, Inc. and its consolidated
subsidiaries, including: IP Holdings LLC, which is referred to as IP Holdings;
Bright Star Footwear, Inc., which is referred to as Bright Star; Badgley Mischka
Licensing LLC, which is referred to as Badgley Mischka Licensing; Mossimo
Holdings LLC, which is referred to as Mossimo Holdings; OP Holdings LLC, which
is referred to as OP Holdings; Studio IP Holdings LLC, which is referred to as
Studio IP Holdings; Official-Pillowtex LLC, which is referred to as
Official-Pillowtex or Pillowtex; Scion LLC, which is referred to as Scion;
Artful Holdings LLC, which is referred to as Artful Holdings; and IP Holdings
Unltd LLC, herein referred to as IPH Unltd.  Joint ventures not
subject to consolidation and referred to in the Form 10-K include: Iconix China
Holdings Limited, which is herein referred to as Iconix China; Iconix Latin
America LLC, which is herein referred to as Iconix Latin America; Hardy Way LLC,
which is herein referred to as Hardy Way; and Iconix Europe LLC, herein referred
to as Iconix Europe.





PART I




Item 1.Business





General




The Company is a brand management
company engaged in licensing, marketing and providing trend direction for a
portfolio of owned consumer brands. The Company currently owns 17 brands through
its wholly-owned subsidiaries: 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®, which it
licenses directly to leading retailers (herein referred to as
direct-to-retail), wholesalers and suppliers for use across a wide range of
product categories, including apparel, footwear, sportswear, fashion
accessories, home products and decor, and beauty and fragrance. In addition,
Scion, a joint venture in which the Company has a 50% investment, owns the
Artful DodgerTM brand; Hardy Way, a joint venture in which the Company has a 50%
investment, owns the Ed Hardy® brands, and IPH Unltd, a joint venture in which
the Company has a 51% investment, owns the Ecko® and Zoo York®
brands.  Products bearing the Company’s and its joint ventures’ brands
are sold across a variety of distribution channels, from the mass tier to the
luxury market. The Company and its joint ventures support their brands with
innovative advertising and promotional campaigns designed to increase brand
awareness, and provides its licensees with coordinated trend direction to
enhance product appeal and help maintain and build brand
integrity.





The Company has a business strategy
designed to maximize the value of the brands by entering into strategic licenses
with partners that have the responsibility for manufacturing and distributing
the licensed products.  Licensees are selected based upon the
Company's belief that they will be able to produce and sell quality products in
the categories of their specific expertise and that they are capable of
exceeding minimum sales targets and royalties that the Company generally
requires.





The Company plans to continue to build
its brand portfolio by acquiring additional brands. In assessing potential
acquisitions or investments, the Company primarily evaluates the strength of the
target brand as well as the expected viability and sustainability of future
royalty streams. The Company believes that this focused approach allows it to
screen a wide pool of consumer brand candidates, quickly evaluate acquisition
targets and efficiently complete due diligence for potential
acquisitions.





In addition, the Company also seeks to
monetize its brands through international licenses, partnerships and other
arrangements, such as joint ventures.  Since September 2008 the
Company has established three 50% owned international joint ventures: Iconix
China, Iconix Latin America and Iconix Europe.





The Company also continues to arrange,
as agent, through its wholly-owned subsidiary, Bright Star, for the manufacture
of footwear products for mass market and discount retailers under their private
label brands. Bright Star has no inventory and earns commissions on
sales.




Since October 2004, the Company has
acquired the following 15 brands:




Date
    acquired
            
            BrandOctober
2004
            
            Badgley
    MischkaJuly 2005
            
            Joe
BoxerSeptember
    2005
            
            RampageApril 2006
            
            MuddAugust 2006
            
            London
  FogOctober
2006
            
            MossimoNovember
    2006
            
            Ocean
      Pacific/OPMarch 2007
            
            DanskinMarch 2007
            
            RocawearOctober
2007
            
            Official-Pillowtex brands 
      (Cannon, Royal Velvet, Fieldcrest and Charisma)December
    2007
            
            StarterOctober
2008
            
            Waverly




4




In add ition to the acquisitions above, the
Company has acquired ownership interest in the following brands through its
investments in joint ventures:





Date
      Acquired/Invested
            
            Brand
            
            Investment
      /  Joint Venture
            
            Iconix's
      InvestmentNovember
      2007
            
            Artful
      Dodger
            
            Scion
            
            50%May
      2009
            
            Ed
      Hardy
            
            Hardy
      Way
            
            50%October
      2009
            
            Ecko
      and Zoo York
            
            IPH
      Unltd
            
            51%





Further, the Company formed the
following joint ventures to develop and market the brands in specific
international markets:





Date
      Created
            
            Investment
      / Joint Venture
            
            Iconix's
      InvestmentSeptember
      2008
            
            Iconix
      China
            
            50%December
      2008
            
            Iconix
      Latin America
            
            50%December
      2009
            
            Iconix
      Europe
            
            50%





Through its licensing model, the Company
has eliminated inventory risk and substantially reduced the operating exposure
associated with traditional operating companies, improved its cash flows
and net income margins, andbenefited from the model's scalability, all
of which enables the Company to leverage new business with its existing
infrastructure. The Company's objective is to capitalize on its brand management
expertise and relationships and continue to build a diversified portfolio of
consumer brands that generate increasing revenues.




Additional
information




The Company was incorporated under the
laws of the state of Delaware in 1978. Its principal executive offices are
located at 1450 Broadway, New York, New York 10018 and its telephone number is
(212) 730-0300. The Company’s website address is www.iconixbrand.com. The
information on the Company’s website does not constitute part of this Form 10-K.
The Company has included its website address in this document as an inactive
textual reference only. Candie’s®, Bongo®, Joe Boxer®, Rampage®, Mudd® and
London Fog® are the registered trademarks of the Company’s wholly-owned
subsidiary, IP Holdings; Badgley Mischka® is the registered trademark of the
Company’s wholly-owned subsidiary, Badgley Mischka Licensing; Mossimo® is the
registered trademark of the Company’s wholly-owned subsidiary, Mossimo Holdings;
Ocean Pacific® and OP® are the registered trademarks of the Company’s
wholly-owned subsidiary, OP Holdings; Danskin®, Danskin Now®, Rocawear®,
Starter® and Waverly® are the registered trademarks of the Company’s
wholly-owned subsidiary, Studio IP Holdings; and Fieldcrest®, Royal Velvet®,
Cannon® and Charisma® are the registered trademarks of the Company’s
wholly-owned subsidiary, Official-Pillowtex.Eachof the other trademarks, trade names or
service marks of other companies appearing in this Form 10-K is the property of
its respective owner.




The Company's
brands





The Company’s objective is to continue
to develop and build a diversified portfolio of iconic consumer brands by
organically growing its existing portfolio and by acquiring new brands and
entering into joint ventures or other partnerships, each of which leverage the
Company’s brand management expertise and existing infrastructure. To achieve
this objective, the Company intends to:





·
            extend its
      existing brandsby
      adding additional product categories, expanding the brands’ distribution
      and retail presence and optimizing its licensees’ sales through innovative
      marketing that increases consumer awareness and
      loyalty;





·
            continue its
      international expansionthrough additional licenses,
      partnerships, joint ventures and other arrangements with leading retailers
      and wholesalers worldwide;
and





·
            continue
      acquiring consumer brands or the rights to such brandswith high consumer awareness,
      broad appeal, applicability to a range of product categories and an
      ability to diversify the Company’s
  portfolio.





In managing its brands, the Company
seeks to capitalize on the brands’ histories, while simultaneously working to
keep them relevant to today’s consumer.




5




As of December 31, 2009, the combined
brand portfolio of the Company and its joint ventures consisted of the following
21 iconic consumer brands:





Wholly-owned
brands





Candie’s.Candie’s is known primarily as a junior
lifestyle brand, with products in the footwear, apparel and accessories
categories, and has achieved brand recognition for its flirty and fun image and
affiliations with celebrity spokespeople. The Company purchased the brand from a
predecessor company in 1993, making it the Company’s longest held trademark. The
primary licensee for Candie’s is Kohl’s Department Stores, Inc., herein referred
to as Kohl’s,which commenced the roll out of the
brand in July 2005 in all of its stores with a multi-category line of Candie’s
lifestyle products, including sportswear, denim, footwear, handbags, intimate
apparel, children’s apparel, fragrance and home accessories. Candie’s
shop-in-shops are in all Kohl’s stores, creating a brand specific shopping
experience.  Celebrity spokespeople for the Candie’s brand over the
past two decades have included Jenny McCarthy, Destiny’s Child, Alyssa Milano,
Kelly Clarkson, Ashlee Simpson, Hilary Duff, Pat Benatar, Fergie, Hayden
Panetierre, and most recently for 2009 and going forward for 2010, Britney
Spears.




Bongo.The Bongo brand is positioned as a
California lifestyle brand, with a broad range of women’s and children’s casual
apparel and accessories, including denim, sportswear, eyewear, fragrance and
watches. The brand was established in 1982 and was purchased by the Company in
1998. In February 2010, the Company signed an exclusive direct-to-retail license
agreement with Kmart Corporation, herein referred to as Kmart, a wholly-owned
subsidiary of Sears Holding Corporation, for the brand in the United States and
its territories covering apparel, accessories and other categories.Celebrityspokespeople for the Bongo brand have
included Liv Tyler, Rachel Bilson, Nicole Richie, the stars of the top rated MTV
television reality showLaguna
Beach, Vanessa Minnillo,
Kim Kardashian and Jesse McCartney.  The brand is also being developed
internationally primarily through our joint ventures.





Badgley
Mischka.The Badgley
Mischka brand is known as one of the premiere couture eveningwear brands. The
brand was established in 1988 and was acquired by the Company in October 2004.
Badgley Mischka products are sold in luxury department and specialty stores,
including Bergdorf Goodman, Neiman Marcus and Saks Fifth Avenue, with its
largest retail categories being women’s apparel and accessories. The Company has
19 Badgley Mischka licenses, including a direct-to-retail license with the Home
Shopping Network for a diffusion brand, American Glamour by Badgley Mischka.
Badgley Mischka designs have been worn bysuch celebrities as
Angelina Jolie, Catherine Zeta Jones, Halle Berry, Kate Winslet, Ashley and Mary
Kate Olsen, Teri Hatcher, and most recently, Eva Longoria, Carrie Underwood,
Lauren Hutton, Angelica Huston and Brooke Shields.  The brand is also
being developed internationally primarily through our joint
ventures.




Joe
Boxer.Joe Boxer is a
highly recognized underwear, sleepwear and loungewear brand known for its
irreverent and humorous image and provocative promotional events. The brand was
established in 1985 and was acquired by the Company in July 2005. Since August
2001, Kmart has held the exclusive license for the brand in the United States
covering apparel, fashion accessories and home products for men, women, teens
and children. In September 2006, the Company expanded the license with Kmart to
extend the brand into Sears stores. The brand is also being developed
internationally primarily through our joint ventures.




Rampage.Rampage was established in 1982 and is
known as a contemporary/junior women’s sportswear brand. The brand was acquired
by the Company in September 2005. Rampage products are sold through better
department stores such as Macy’s, with the largest retail categories being
sportswear, footwear, intimate apparel and swimwear. The Company licenses the
brand to 14 wholesalers in the United States and to partners in Thailand and the
Middle East. Supermodels Petra Nemcova and Gisele Bundchen have been the
spokespeople for the Rampage brand and have modeled for its campaigns for the
past few seasons.  Currently, the spokesperson for the brand is Bar
Rafaeli.  The brand is also being developed internationally primarily
through our joint ventures.




Mudd.Mudd is a highly recognizable junior
apparel brand, particularly in the denim and footwear categories. It was
established in 1995 and acquired by the Company in April 2006. In November 2008,
the Company entered into a multi-year licensing agreement with Kohl’s under
which Kohl’s became the exclusive U.S. retailer for apparel, fashion
accessories, jewelry and eyewear.The brandwaslaunchedat Kohl’sinJuly2009 and is currentlysoldinall U.S. stores in25 categories.Mudd footwear will continue
to be distributed through mid-level department stores such as JC Penney, Kohl’s
and specialty stores.  The brand is also being developed
internationally primarily through our joint ventures.




London
Fog.London Fog is a
classic brand known worldwide for its outerwear, cold weather accessories,
umbrellas, luggage and travel products. The brand was established over 80 years
ago and was acquired by the Company in August 2006. The brand is sold primarily
through the department store channel. The Company has 16 London Fog
licenses, including a direct-to-retail license agreement with Hudson’s Bay
Corporation in Canada, covering apparel, accessories and lifestyle
products.  The brand is also being developed internationally through
our joint ventures.




Mossimo.Mossimo is known as a contemporary,
active and youthful lifestyle brand and is one of the largest apparel brands in
the U.S.. The brand was established in 1986 and acquired by the Company in
October 2006. Since 2000, Target Corporation, herein referred to as Target, has
held the exclusive Mossimo license in the U.S., covering apparel products for
men, women and children, including casual sportswear, denim, swimwear, bodywear,
watches, handbags and other fashion accessories.The brand is also licensed to wholesale
partners in Australia, NewZealand, the Philippines,
and Japan.The
brand is also being developed internationally through our joint
ventures.




6




Ocean
Pacific/OP.Ocean Pacific
and OP are global action-sports lifestyle apparel brands which trace their
heritage to Ocean Pacific’s roots as a 1960’s surfboard label. The Company
acquired the Ocean Pacific brands in November 2006 at which time it assumed 15
domestic licenses covering such product categories as footwear, sunglasses,
kids’ apparel and fragrance. In 2008, the U.S. OP business was converted to a
direct-to-retail license with Wal-Mart Stores, Inc., herein referred to as
Wal-Mart. In Spring 2008, OP launched exclusively in select Wal-Mart stores in
the U.S, and was expanded to all stores in the U.S., Canada, Mexico and
Argentina during 2009.In addition, OP has licenses covering
Japan, the Middle East region, and other terrirtories around the
world.For 2009,
the marketing campaign featured six young Hollywood celebrities including Anna
Lynne McCord, Sophia Bush, Solange Knowles, Joel Madden, Brody Jenner and Cody
Liney.




Danskin. Danskin, the Company’s oldest brand,
is a 126 year-old iconic brand of women's activewear, legwear, dancewear, yoga
apparel and fitness equipment, which the Company acquired in March
2007.  The Danskin brand is sold through better department, mid-tier,
specialty and sporting goods stores, as well as through
Danskin.com.  In addition, the Danskin Now brand has been licensed to
Wal-Mart on a direct-to-retail basis for apparel and fitness
equipment.  In January 2009, the Danskin Now brand was repositioned
and re-launched at Wal-Mart with an expanded assortment of products and new
spokesperson Gabrielle Reece.




Rocawear.Rocawear is a leading urban lifestyle
apparel brand established by Shawn “Jay-Z” Carter and his partners in 1999. The
Company acquired the Rocawear brand in March 2007. The Rocawear brand is
currently licensed in the United States in 30 categories,, including men’s,
women’s and kids’ apparel, outerwear, footwear, jewelry, handbags and fragrance.
Rocawear products are sold primarily through better department and specialty
stores.The brand is also
licensed to wholesale partners inthe Middle East, Russia, Australia and
New Zealand, and is also being developed internationally through our joint
ventures.  The founder, Jay-Z, remains actively involved in the brand
as an owner of the core licensee, and serves as the brand’s creative director
pursuant to an endorsement and services agreement signed in March
2007.  Jay-Z was featured in Rocawear’s 2009 advertising
campaign.





Cannon.Cannon is one of the most recognizable
brands in home textiles with a strong heritage and history and is known as the
first textile brand to sew logos onto products. When the Company acquired
Cannon, it was distributed in over 1,000 regional department stores, including
Meijer, ShopKo, Mervyn’s and Steinmart, as well as in Wal-Mart and Costco. In
February 2008, the Company signed a direct-to-retail license with Kmart for
Cannon to be sold exclusively in both Kmart and Sears stores.  Cannon
was established in 1887, making it the Company’s third oldest
brand.The brand
is also licensed to wholesale partners inThailand, Singapore, Philippines,
Indonesia, Greece and South Africa.




Royal
Velvet.Royal Velvet is a
distinctive luxury home textile brand that strives to deliver the highest
quality to consumers.  Royal Velvet products include towels, sheets,
rugs and shams.  The Royal Velvet towel has been an industry standard
since 1954. The core licensee for Royal Velvet is Li & Fung Limited, which
in February 2008 established an exclusive distribution arrangement with Bed Bath
& Beyond Inc. for certain Royal Velvet products.  Brooke Shields
and her family were featured in the most recent Royal Velvet advertising
campaign.




Fieldcrest.Fieldcrest is a brand of contemporary
relevance to the mass channel consumer. The brand is known for quality bed and
bath textiles that are easy care, soft, easy to coordinate and classic in style.
Fieldcrest home products are sold through the mass channel, with Target having
the exclusive direct-to-retail license in the United States since Spring 2005.The brand is also licensed
to wholesale partners inThailand, Singapore, New Zealand, Greece
and South Africa, and is also being developed internationally through our joint
ventures.  The Fieldcrest brand was created in 1883, making it the
Company’s second oldest brand.




Charisma.Charisma home textiles were introduced
in the 1970's and are known for their quality materials and classic
designs.  In February 2009, the Company signed a direct-to-retail
license with Costco Wholesale Corporation, herein referred to as Costco, for
certain Charisma products to be sold in Costco stores and on costco.com in the
U.S. and its territories, Canada, the United Kingdom, Japan, Mexico, South
Korea, Taiwan and Australia.  In addition, the brand continues to be
distributed through better department stores such as
Bloomingdales.  Jason Lewis was featured in the most recent Charisma
advertising campaign.




Starter.Starter, founded in 1971, is
one of the original brands in licensed team sports merchandise and is a highly
recognized brand of athletic apparel and footwear. The Company acquired Starter
in December 2007.  At the time of the acquisition, the brand was
distributed in the United States primarily at Wal-Mart through a number of
different wholesale licensees. In July 2008, the brand was licensed to Wal-Mart
on a direct-to-retail basis. In Spring 2009, the Starter brand had an expanded
re-launch in all U.S. Wal-Mart stores, supported by an advertising campaign
featuring Tony Romo, quarterback of the Dallas Cowboys. The brand is also being
developed internationally through our joint ventures.





Waverly.Founded in 1923, Waverly is a premier
home fashion and lifestyle brand and one of the most recognized names in home
decor. Waverly has two direct-to-retail agreements, Waverly Home with Target,
which was recently renewed with Target for a term that expires in 2015, and
Waverly Home Classics with Lowe's Companies, Inc. for a variety of select home
furnishings.  Waverly also has licenses for products including fabric,
window treatments and bedding that are sold through retailers such as Jo-Ann’s
and JC Penney as well as interior design rooms.




7




Brands Owned by the Company’s Joint
Ventures





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, develop and license brands across a spectrum of consumer product
categories. In November 2007, Scion, through its wholly-owned subsidiary, Artful
Holdings LLC,purchasedthe Artful Dodger brand, a high end urban apparel brand. The
brand is licensed in the United States for in a number of apparel
categories.Artful
Dodger has also been licensed to wholesale partners and distributors in Canada
and Europe.





Hardy Way





In May2009, the Company acquireda 50% interest in Hardy Way, the owner of the Ed Hardy brands and
trademarks.Don Ed Hardy and his artwork date back
to 1967 when he transformed the tattoo business into an artistic medium. He
began licensing his name and artwork for apparel in 2003 and todaytheEd Hardybrandisrecognized by itstattoo inspired lifestyle products.
Over the past five years, Ed Hardy has developed into a global consumer products
brand sold in over 58 countries and 50 different
categories.





IPH Unltd





In October 2009, the Company, through
the newly formed joint venture company IPH Unltd, acquired a 51% controlling
stake in theEcko portfolio
of brands, includingtheEckobrandsand Zoo York.The founder and chief designer, Marc
Ecko, remains actively involved in the brands, and serves as the chief creative
officer of IPH Unltd.





The Ecko
brands. Founded in 1993 by
Marc Ecko, Seth Gerszberg and their partners, Ecko and its various diffusion
brands (e.g. Ecko Unltd, Ecko Red, Ecko Function, among others) aremarketed and soldto awide spectrum of consumersinvarious lifestyle
categories,including active-athletic, streetwear,
collegiate/preppy and denim fashion.There are currently 20 licenses for Ecko
products in the United States, including men’s, women’s and kids’ apparel,
outerwear, underwear and footwear. Ecko products are sold primarily through
better department and specialty stores.TheEcko brands arealso licensed to wholesale partners inJapan, Latin America,
Australia, India, South Africa and other countries throughout the
world.





Zoo York.  Zoo York is an East Coast
based action lifestyle brand, named for the graffiti-art infused counterculture
of 1970’s New York City.  There are currently 8 licenses for Zoo York
products, including men’s, women’s and kids’ apparel and footwear.  In
December 2009, the brand was licensed to Li & Fung USA for the core men’s
apparel category, beginning January 1, 2010 for an initial term of five
years.  Among its current spokespeople is Zered Bassett, a world
renowned skateboarder on the Zoo York skateboard team.





International Joint
Ventures





Iconix China





In September 2008, the Company and Novel
Fashions Holdings Limited, herein referred to as Novel, formed a joint venture,
herein referred to as Iconix China, to develop, exploit and market the Company's
brands in the People’s Republic of China, Hong Kong, Macau and Taiwan, herein
referred to as the China territory.  Iconix China seeks to maximize
brand monetization through investment, whereby Iconix China receives a minority
equity stake in local operating companies in exchange for the rights to one or
more of the Company’s brands in the China territory and brand management
support.  Since September 2008, Iconix China has completed three
separate investments for its Rampage, London Fog and Rocawear
brands.





Iconix Latin America





In December 2008, the Company
contributed substantially all rights to its wholly-owned brands in Mexico,
Central America, South America, and the Caribbean, herein referred to as the
Latin America territory, to Iconix Latin America, a newly formed wholly-owned
subsidiary.  Also in December 2008 and shortly after the formation of
Iconix Latin America, New Brands America LLC, herein referred to as New Brands,
an affiliate of the Falic Group, purchased a 50% interest in Iconix Latin
America, to assist the Company in developing, exploiting, marketing
and licensing the Company's brands in the Latin America
territory.  Iconix Latin America has a total of 18 licenses for
various consumer products for the Bongo, Joe Boxer, Mossimo, Danskin, Rocawear,
Cannon, Fieldcrest and Starter brands.





Iconix Europe





In December 2009, the
Company contributed substantially all rights to its wholly-owned brands in
all member states and candidate states of the European Union, and certain other
European countries, herein referred to as the European territory, to Iconix
Europe, a newly formed wholly-owned subsidiary of the Company.  Also
in December 2009 and shortly after the formation of Iconix Europe, an investment
group led by The Licensing Company and Albion Equity Partners LLC, purchased a
50% interest in Iconix Europe through Brand Investments Vehicle Group 3 Limited
to assist the Company in developing, exploiting, marketing and
licensing the Company's brands in the European territory.Iconix Europe has a total of 13 licenses
for various consumer products for the Joe Boxer, London Fog, Ocean Pacific/OP,
Danskin, Rocawear, Cannon, Fieldcrest, Royal Velvet, Charisma and Starter
brands.




8




Other





Bright Star




Bright Star provides design direction
and arranges for the manufacturing and distribution of men’s private label
footwear products primarily for Wal-Mart under its private labels. Bright Star
acts solely as an agent and never assumes ownership of the goods. For the years
ended December 31, 2009, 2008, and 2007 Bright Star’s agency commissions
represented approximately 1%, 1% and 2%, respectively, of the Company’s
revenues.




Licensing and other
relationships




The Company's business strategy is to
maximize the value of its brands by entering into strategic licenses with
partners who have the responsibility for manufacturing and selling the licensed
products. The Company licenses its brands with respect to a broad range of
products, including apparel, footwear, fashion accessories, sportswear, home
products and décor, and beauty and fragrance. The Company seeks licensees with
the ability to produce and sell quality products in their licensed categories
and the demonstrated ability to meet and exceed minimum sales thresholds and
royalty payments to the Company.





The Company maintains direct-to-retail
and traditional wholesale licenses. Typically, in a direct-to-retail license,
the Company grants exclusive rights to one of its brands to a single national
retailer for a broad range of product categories. For example, the Candie’s
brand is licensed exclusively to Kohl’s in the United States across
approximately 25 product categories. Direct-to-retail licenses provide retailers
with proprietary rights to national brands and favorable economics.
Proprietary brands also typically receive greater support from retailers,
including premium shelf space and strong in-store presentations.  In a
traditional wholesale license, the Company grants rights to a single or small
group of related product categories to a wholesale supplier, who is permitted to
sell licensed products to multiple stores within an approved channel of
distribution. For example, the Company licenses the Rocawear brand to numerous
wholesale suppliers for products ranging from footwear and apparel to handbags
and fragrances, for sale and distribution primarily to department and specialty
stores.





Each of the Company’s licenses has a
stipulated territory or territories, as well as distribution channels in which
the licensed products may be sold. Currently, most of the Company’s licenses are
U.S. based licenses, but the Company also seeks to monetize its trademarks
internationally through licenses, partnerships, and other arrangements, such as
joint ventures.Beginning in 2008 and continuing through
2009, the Company entered into three international joint
ventures.  For further information, see above for discussion on Iconix
China, Iconix Latin America and Iconix Europe.





The Company's licenses typically require
the licensee to pay the Company royalties based upon net sales with guaranteed
minimum royalties in the event that net sales do not reach certain specified
targets. The Company's licenses also typically require the licensees to pay to
the Company certain minimum amounts for the advertising and marketing of the
respective licensed brands. As of January 1, 2010 the Company and its joint
ventures had a contractual right to receive approximately $600 million of
aggregate minimum royalty revenue through the balance of all of their current
licenses, excluding any renewals.




The Company believes that coordination
of brand presentation across product categories is critical to maintaining
the strength and integrity of its brands. Accordingly, the Company typically
maintains the right in its licenses to preview and approve all product,
packaging and other presentations of the licensed mark. Moreover, in many of its
licenses, prior to each season, representatives of the Company supply licensees
with trend guidance as to the “look and feel” of the current trends for the
season, including colors, fabrics, silhouettes and an overall style sensibility,
and then work with licensees to coordinate the licensed products across the
categories to maintain the cohesiveness of the brand's overall presentation in
the market place. Thereafter, the Company obtains and approves (or objects and
requires modification to) product and packaging provided by each licensee on an
on-going basis. In addition, the Company communicates with its licensees
throughout the year to obtain and review reporting of sales and the calculation
and payment of royalties.





For the year ended December 31, 2009,
the Company’s largest direct-to-retail licenses were with Target for the Mossimo
brand, Wal-Mart for the Starter, OP and Danskin brands, and Kohl’s for the
Candie’s brand, which collectively represented approximately 37% of total
revenue for the period.  The Company’s largest wholesale licenses were
for Rocawear’s men’s apparel, and children and junior sportswear, and Royal
Velvet and Cannon home furnishings, which collectively represented approximately
18% of total revenue for the period.





Key direct-to-retail
licenses




Wal-Mart licenses





Revenue
generated by the Company’s three licenses with Wal-Mart, accounted for 23%, 3%,
and 3% of the Company’s revenue for fiscal 2009, fiscal 2008 and fiscal 2007,
respectively.  The following is a description of these
licenses:




9




Starter.  In December 2007, the
Company entered into a license agreement with Wal-Mart granting Wal-Mart the
exclusive right to design, manufacture, sell and distribute a broad range of
apparel and accessories under the Starter trademark in the United States, Canada
and Mexico. The initial term of this license expires on December 31, 2013,
subject to Wal-Mart’s option to renew for up to three additional consecutive
terms of five years, each contingent on Wal-Mart meeting specified performance
and minimum sales standards.  The agreement also provides for minimum
royalties that Wal-Mart is obligated to pay the Company for each contract
year.





Ocean
Pacific/OP.  In
August 2007, the Company entered into an exclusive license agreement with
Wal-Mart granting Wal-Mart the right to design, manufacture, sell and distribute
a broad range of apparel and accessories under the Ocean Pacific/OP marks in the
United States. The agreement also grants Wal-Mart rights to use the brands in
Brazil, China and India, as well as the right of first negotiation with respect
to other international territories. The initial term of this license expires on
June 30, 2011, subject to Wal-Mart’s option to renew for up to three additional
two year terms, each contingent on Wal-Mart meeting specified performance and
minimum sales standards.  The agreement also provides for minimum
royalties that Wal-Mart is obligated to pay the Company for each contract
year.





Danskin
Now.  As part of
the Danskin brand acquisition in March 2007, the Company acquired a license with
Wal-Mart, which commenced in 2003.   Pursuant to the license,
Wal-Mart was granted the exclusive right to manufacture, market and sell through
Wal-Mart stores located in the United States and its territories, Canada,
Central America and Argentina, a broad range of active apparel and related
products under the Danskin Now trademark.  In July 2008, the Company
entered into a new license agreement with Wal-Mart for the period commencing
January 1, 2009 and continuing through December 31, 2010, subject to Wal-Mart’s
option to renew for up to three additional two year terms, each contingent on
Wal-Mart meeting specified performance and minimum sales standards. Further, the
licensed territory was expanded from the prior agreement to include Canada,
Central America and Argentina.  The new license also provides for
guaranteed annual minimum royalties that Wal-Mart is obligated to pay the
Company for each contract year.





Target licenses




Revenue
generated by the Company’s three licenses with Target, accounted for 10%, 11%,
and 14% of the Company’s revenue for fiscal 2009, fiscal 2008 and fiscal 2007,
respectively.  The following is a description of these
licenses:





Mossimo.As part of the Company's
acquisition of the Mossimo trademarks in October 2006, the Company
acquired the license with Target, which was originally signed in 2000 and was
subsequently amended and restated in March 2006. Pursuant to this license,
Target has the exclusive right to produce and distribute substantially all
Mossimo-branded products sold in the United States, its territories and
possessions through Target retail stores. In January 2009, Target renewed the
license through January 31, 2012. If Target is current with payments of its
obligations under the license, Target has the right to renew the license on the
same terms and conditions for successive additional terms of two years
each.




Under the Target license, Target pays
royalty fees based on certain percentages of its net sales of Mossimo-branded
products, subject to its obligation to pay a guaranteed minimum royalty for each
contract year.





Fieldcrest.As part of the Company's
acquisition of Official-Pillowtex in October 2007, the Company acquired the
license with Target for the Fieldcrest brand, which commenced in March 2004.
Pursuant to this license, Target has the exclusive right to produce and
distribute substantially all Fieldcrest-branded home furnishing products sold in
the United States, its territories and possessions through Target retail stores.
In November 2009, Target renewed the license for an additional five year period,
expiring January 31, 2015.





Waverly.As part of the Company's
acquisition of Waverly in October 2008, the Company acquired the license
with Target for the Waverly brand, which was originally signed in April 2005 and
was subsequently amended and restated in February 2008, and again in September
2008. Pursuant to this license, Target has the exclusive right to produce and
distribute substantially all Waverly Home-branded home furnishing products sold
in the United States, its territories and possessions through Target retail
stores. The current term of this license expires on January 31, 2011, and was
recently renewed for a term that expires in 2015.  Target’s has an
option to renew it for one additional term of one year.





Kohl’s licenses




Revenue
generated by the Company’s two licenses with Kohl’s, accounted for 8%, 6%, and
8% of the Company’s revenue for fiscal 2009, fiscal 2008 and fiscal 2007,
respectively.  The following is a description of these
licenses:





Candie’s.In December 2004, the
Company entered into a license agreement with Kohl’s for an initial term of five
years expiring January 29, 2011. Pursuant to this license, the Company granted
Kohl’s the exclusive right to design, manufacture, sell and distribute a broad
range of products under the Candie’s trademark, including women’s, juniors’ and
children’s apparel, accessories (except prescription eyewear), beauty and
personal care products, home accessories and electronics. Kohl’s was also
granted the non-exclusive right to sell footwear and handbags bearing the
Candie’s brand through December 31, 2006, which rights became exclusive to
Kohl’s on January 1, 2007. In November 2009, the license agreement was amended
to extend the term for an additional five year period expiring on January 29,
2016. Kohl’s also has the option to renew the license for up to two additional
consecutive terms of five years contingent on Kohl's meeting specified
performance and minimum sale standards. The agreement, as amended, also provides
for minimum royalties and advertising payments that Kohl’s is obligated to pay
the Company for each contract year.




10




Kohl’s does not have the right to sell
Candie’s ophthalmic eyewear (currently sold predominantly in doctors’ offices),
which has been licensed to Viva International Group, Inc. since
1998.




Mudd.  In November 2008, the
Company entered into a license agreement with Kohl’s granting Kohl’s the
exclusive right to design, manufacture, sell and distribute a broad range of
Mudd-branded apparel and accessories in the United States and its territories.
The initial term of this license expires on January 31, 2015, subject to Kohl’s
option to renew for up to three additional consecutive terms of five
years.  The agreement also provides for minimum royalties that Kohl’s
is obligated to pay the Company for each contract year.





Kmart/Sears licenses




Revenue
generated by the Company’s three licenses with Kmart, accounted for 6%, 5%, and
6% of the Company’s revenue for fiscal 2009, fiscal 2008 and fiscal 2007,
respectively.  The following is a description of these
licenses:





Joe
Boxer.As part
of the Company's acquisition of Joe Boxer in July 2005, the Company acquired the
license with Kmart, which commenced in August 2001, pursuant to which Kmart
was granted the exclusive right to manufacture, market and sell through Kmart
stores located in the United States and its territories a broad range of
products under the Joe Boxer trademark, including men’s, women’s and children’s
underwear, apparel, apparel-related accessories, footwear and home products, for
an initial term that was due to expire in December
2007.




In September 2006, the Company entered
into a new license with Kmart that extended the initial term through December
31, 2010, subject to Kmart’s option to renew the license for up to four
additional terms of five years. The new license also provides for guaranteed
annual minimums and provides for the expansion of Joe Boxer’s distribution into
Sears stores.





Cannon.In February 2008, the
Company entered into a license agreement with Kmart granting Kmart the exclusive
right to design, manufacture, sell and distribute a broad range of home
furnishings under the Cannon trademark in the United States and Canada. The
initial term of this license expires on February 1, 2014, subject to Kmart’s
option to renew for up to three additional consecutive terms of five years, each
contingent on Kmart meeting specified performance and minimum sale
standards.  The agreement also provides for minimum royalties that
Kmart is obligated to pay the Company for each contract year.  The
Cannon brand was fully launched in both Kmart and Sears stores in the Company’s
third fiscal quarter of 2009.





Bongo.  In February
2010, the Company entered into a license agreementwith Kmart granting Kmart the exclusive
right to design, manufacture, sell and distribute a broad range of apparel,
accessories and other categories under the Bongo trademark in the United States
and its territories. The initial term of this license expires on February 1,
2016.  The agreement also provides for minimum royalties that Kmart is
obligated to pay the Company for each contract year.  The Bongo brand
is expected to launch in Sears stores during Fall 2010.





Key wholesale
licenses





Li & Fung
USA.As part of the
Company's acquisition of Official-Pillowtex in October 2007, the Company
acquired the licenses with Li & Fung USA for the Royal Velvet and Cannon
brands. Pursuant to these licenses, Li & Fung USA has the exclusive
right to produce and distribute Cannon branded home furnishing products in
certain countries outside of the United States and Canada and the worldwide
right to produce and distribute home furnishing products under the Royal Velvet
marks. The initial terms of the licenses expire on December 31, 2013, subject to
Li & Fung USA's option to renew for additional three years terms for Royal
Velvet and additional five year terms for Cannon.  Total revenue
generated from these licenses with Li & Fung USA accounted for 9%, 11%, and
4% of the Company’s overall revenue in the years ended December 31, 2009, 2008
and 2007, respectively.





Marketing




The Company believes that marketing is a
critical element in maximizing brand value to its licensees and to the Company.
The Company’s in-house marketing team tailors advertising for each of the
Company’s brands, and each year the Company develops new advertising campaigns
that incorporate the design aesthetic of each brand.




The Company believes that its innovative
national advertising campaigns, including those featuring celebrities and
entertainers, result in increased sales and consumer awareness of its brands.
Because of the Company’s established relationships with celebrities,
entertainers, agents, managers, magazine publishers and the media in general,
the Company has been able to leverage advertising dollars into successful public
relations campaigns that reach tens of millions of consumers.  With
respect to its joint ventures, the Company works with its joint venture partners
with respect to marketing, advertising and trend direction.




The Company’s advertising expenditures
for each of its brands are dedicated largely to creating and developing creative
advertising concepts, reaching appropriate arrangements with key celebrities or
other models and participants, advertisements in magazines and trade
publications, running Internet advertisements and promoting public relations
events, securing product placements and developing sweepstakes and media
contests often featuring personal appearances and concerts. The advertisements
for the Company’s various brands have appeared in fashion magazines such
asInStyle,SeventeenandVogue, as well as in popular lifestyle and
entertainment magazines such asPeople, Us
WeeklyandIn
Touch, in newspapers and
on outdoor billboards. The Company also uses television commercials to promote
certain of its brands, partnering with licensees to create and air commercials
that will generate excitement for its brands with consumers. In 2009, television
commercials aired featuring Brittney Spears for Candie’s at Kohl’s and Tony Romo
for Starter at Wal-Mart.  Further, the Company markets certain of its
brands online, through email blasts, banner advertisements, online sweepstakes
and gift with purchase programs.  The Company maintains a website (
www.iconixbrand.com ) to further market its brands by providing brand materials
and examples of current advertising campaigns. In addition, the Company has
established an intranet for approved vendors and service providers who can
access additional materials and download them through a secure network. The
Company also maintains, in some cases through its licensees, separate, dedicated
sites for its brands.




11




A majority of the Company’s license
agreements require the payment of an advertising royalty by the licensee. In
certain cases, the Company’s licensees supplement the marketing of the Company’s
brands by performing additional advertising through trade, cooperative or other
sources.




The Company has organized its brand
management and marketing functions to foster its ability to develop innovative
and creative marketing and brand support for each existing brand. This structure
can be leveraged to support future acquisitions with limited growth in expense.
Typically, each brand is staffed with a brand manager who is supported by a
fashion and product development team and who works closely with the creative and
graphic groups in the advertising department. Although each brand’s creative
direction and image is developed independently, the creative team meets together
on a regular basis to share ideas that might work across multiple or all brands.
Licensees are provided information both through group meetings and individual
sessions, as well as through intranet sites, where creative ideas, brand
marketing campaigns and graphics are accessible and easy to download and use in
an authorized manner.




Trend direction




The Company’s in-house trend direction
teams support the brands by providing licensees with unified trend direction and
guidance and by coordinating the brand image across licensees and product
categories. The Company’s trend direction personnel are focused on identifying
and interpreting the most current trends, both domestically and internationally,
and helping forecast the future design and product demands of the respective
brands’ customers. Typically, the Company develops a trend guide, including
colors, fabrics, silhouettes and an overall style sensibility for each brand and
for each product season, and then works with licensees to maintain consistency
with the overall brand presentation across product categories. In addition, the
Company has product approval rights in most licenses and further controls the
look and mix of products its licensees produce through that process. With
respect to Badgley Mischka and Rocawear, the Company has contracted the
exclusive services of the designers who founded the respective brands to control
creative direction.  IPH Unltd has contracted the exclusive services
of the designer who founded the Ecko portfolio of brands.  Hardy Way
has contracted the exclusive services of the artist who founded the Ed Hardy
brand.




The Company Website




The Company maintains a website at
www.iconixbrand.com, which provides a wide variety of information on each of its
brands, including brand books and examples of current advertising campaigns. The
Company also makes available free of charge on its website its annual reports on
Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and any
amendments to those reports filed with or furnished to the Securities and
Exchange Commission, herein referred to as the SEC, under applicable law as
soon as reasonably practicable after it files such material. The Company’s
website also contains information about its history, investor relations,
governance and links to access copies of its publicly filed
documents.  Further, the Company has established an intranet with
approved vendors and service providers who can access additional materials and
download them through a secure network. In addition, there are websites for most
of the Company’s brands, operated by the Company or its licensees, for example,
at  www.candies.com, www.badgleymischka.com, www.joeboxer.com and
www.rocawear.com. The information regarding the Company’s website address and/or
those established for its brands is provided for convenience, and the Company is
not including the information contained on the Company’s and brands’ websites as
part of, or incorporating it by reference into, this Annual Report on Form
10-K.




Competition




The Company’s brands are all subject to
extensive competition by various domestic and foreign brands. Each of its brands
has many competitors within each of its specific distribution channels that span
a broad variety of product categories including the apparel and home
furnishings and decor industries. For example, while Rampage may compete
with Guess in the mid-tier jeanswear business, Joe Boxer competes with Hanes,
Calvin Klein and Jockey with respect to underwear in the mass tier, and Badgley
Mischka competes with other couture apparel and bridal brands in the luxury
market, such as Vera Wang. Other of our brands (such as Danskin), which are
distributed both at the mass level (through the diffusion brand Danskin Now) and
at the department and specialty store level, may have many competitors in
different or numerous distribution channels. These competitors have the ability
to compete with the Company’s licensees in terms of fashion, quality, price
and/or advertising.




12




In addition, the Company faces
competition for retail licenses and brand acquisitions. Companies owning
established brands may decide to enter into licensing arrangements with
retailers similar to the ones the Company currently has in place, thus creating
direct competition. Similarly, the retailers to which the Company currently, or
may otherwise, licenses its brands, may decide to develop or purchase brands
rather than enter into license agreements with the Company. The Company also
competes with traditional apparel and consumer brand companies and with other
brand management companies for acquisitions.





Trademarks





The Company’s wholly-owned trademarks
are owned by six subsidiaries and three international joint ventures in their
respective territories. IP Holdings owns the Candie’s, Bongo, Joe Boxer,
Rampage, Mudd and London Fog related trademarks. Badgley Mischka Licensing owns
the Badgley Mischka related trademarks; Mossimo Holdings owns the Mossimo
related trademarks; OP Holdings owns the Ocean Pacific/OP related trademarks;
Studio IP Holdings owns the Danskin, Rocawear, Starter and Waverly related
trademarks; and Official-Pillowtex owns the Fieldcrest, Royal Velvet, Cannon and
Charisma trademarks, each for numerous categories of goods.  The Ed
Hardy related trademarks are owned by the Hardy Way joint venture, of which the
Company owns 50%.  The Ecko and Zoo York related trademarks are owned
by the IPH Unltd joint venture, of which the Company owns 51%.  These
trademarks and associated marks are registered or pending registration with the
U.S. Patent and Trademark Office in block letter and/or logo formats, as well as
in combination with a variety of ancillary marks for use with respect to,
depending on the brand, a variety of product categories, including footwear,
apparel, fragrance, handbags, watches and various other goods and services,
including in some cases, home accessories and electronics. The Company and its
joint ventures intend to renew these registrations as appropriate prior to
expiration. In addition, the Company’s subsidiaries and joint ventures register
their trademarks in other countries and regions around the
world.




The Company monitors on an ongoing basis
unauthorized use and filings of the Company’s trademarks, and the Company relies
primarily upon a combination of federal, state, and local laws, as well as
contractual restrictions to protect its intellectual property rights both
domestically and internationally.




Seasonality





The majority of the products
manufactured and sold under the Company's brands and licenses are for apparel,
accessories, footwear and home products and decor, which sales vary as a result
of holidays, weather, and the timing of product shipments. Accordingly, a
portion of the Company’s revenue from its licensees, particularly from those
licensees whose actual sales royalties exceed minimum royalties, is 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.




Employees




As of December 31, 2009, the Company had
a total of66 full-time
employees. Of these 65
employees, 5 were named executive officers of the Company.  The
remaining employees are senior managers, middle management, marketing, and
administrative personnel. None of the Company’s employees are represented by a
labor union. The Company considers its relationship with its employees to be
satisfactory.




Financial information about geographical
areas





Revenues from external customers related
to operations in the United States and foreign countries are as
follows:




Year Ended
                            
                            
                            Year Ended
                            
                            
                            Year EndedDecember 31,
                            
                            
                            December 31,
                            
                            
                            December 31,(000's
    omitted)
                            
                            2009
                            
                            
                            2008
                            
                            
                            2007Revenues from external
      customers:United
    States
                            
                            $
                            218,693
                            
                            
                            $
                            195,856
                            
                            
                            $
                            150,376Other
                            
                            
                            13,365
                            
                            
                            
                            20,905
                            
                            
                            
                            9,628$
                            232,058
                            
                            
                            $
                            216,761
                            
                            
                            $
                            160,004





For a
discussion as to our long-lived assets, see Note 4 to our Notes to
Consolidated Financial Statements.





Item 1.A. Risk
Factors






We operate in a changing environment
that involves numerous known and unknown risks and uncertainties that could
impact our operations. The following highlights some of the factors that have
affected, and in the future, could affect our operations:




13




The failure of our licensees to
adequately produce, market and sell products bearing our brand names in their
license categories or to pay their obligations under their license agreements
could result in a decline in our results of operations.




Our revenues are almost entirely
dependent on royalty payments made to us under our licensing agreements.
Although the licensing agreements for our brands usually require the advance
payment to us of a portion of the licensing fees and in most cases provide for
guaranteed minimum royalty payments to us, the failure of our licensees to
satisfy their obligations under these agreements or their inability to operate
successfully or at all, could result in their breach and/or the early
termination of such agreements, their non-renewal of such agreements or our
decision to amend such agreements to reduce the guaranteed minimums or sales
royalties due thereunder, thereby eliminating some or all of that stream of
revenue. Moreover, during the terms of the license agreements, we are
substantially dependent upon the abilities of our licensees to maintain the
quality and marketability of the products bearing our trademarks, as their
failure to do so could materially tarnish our brands, thereby harming our future
growth and prospects. In addition, the failure of our licensees to meet their
production, manufacturing and distribution requirements could cause a decline in
their sales and potentially decrease the amount of royalty payments (over and
above the guaranteed minimums) due to us. A weak economy or softness in the
apparel and retail sectors could exacerbate this risk. This, in turn, could
decrease our potential revenues. Moreover, the concurrent failure by several of
our material licensees to meet their financial obligations to us could
jeopardize our ability to meet the debt service coverage ratios required in
connection with our senior secured term loan facility, herein referred
toas our term loan
facility, andthe
asset-backed notes issued by our subsidiary IP Holdings, herein referred to as
our asset-backed notes.  Further, this failure may
impactour
abilityorIP Holdings’ abilityto make required payments with respect
to such indebtedness.The failure to meet such debt service
coverage ratios or to make such required payments would, with respect to our
term loan facility, give the lenders thereunder the right to foreclose on the
Ocean Pacific/OP, Danskin, Rocawear, Mossimo, Starter and Waverly trademarks,
the trademarks acquired by us in the Official-Pillowtex acquisition and other
related intellectual property assets securing the debt outstanding under such
facility, andwith respect to the asset-backed notes,
give the holders of such notes the right to foreclose on the Candie’s, Bongo,
Joe Boxer, Rampage, Mudd and London Fog trademarks and other related
intellectual property assets securing such notes.




Our business is dependent on continued
market acceptance of our brands and the products of our licensees bearing these
brands.




Although most of our licensees guarantee
minimum net sales and minimum royalties to us, a failure of our brands or of
products bearing our brands to achieve or maintain market acceptance could cause
a reduction of our licensing revenues and could further cause existing licensees
not to renew their agreements. Such failure could also cause the devaluation of
our trademarks, which are our primary assets, making it more difficult for us to
renew our current licenses upon their expiration or enter into new or additional
licenses for our trademarks. Inaddition, if such devaluation of our
trademarks were to occur, a material impairment in the carrying value of one or
more of our trademarks could also occur and be charged as an expense to our
operating results. Continued market acceptance of our brands and our licensees’
products, as well as market acceptance of any future products bearing our
brands, is subject to a high degree of uncertainty, made more so by constantly
changing consumer tastes and preferences. Maintaining market acceptance of our
licensees’ products and creating market acceptance of new products and
categories of products bearing our marks will require our continuing and
substantial marketing efforts, which may, from time to time, also include our
expenditure of significant additional funds to keep pace with changing consumer
demands. Additional marketing efforts and expenditures may not, however, result
in either increased market acceptance of, or additional licenses for, our
trademarks or increased market acceptance, or sales, of our licensees’ products.
Furthermore, while we believe that we currently maintain sufficient control over
the products our licensees’ produce under our brand names through the provision
of trend direction and our right to preview and approve a majority of such
products, including their presentation and packaging, we do not actually design
or manufacture products bearing our marks and therefore have more limited
control over such products’ quality and design than a traditional product
manufacturer might have.





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 December 31, 2009, our
consolidated balance sheet reflects debt of approximately $662.4 million,
including secured debt of $402.5 million ($217.6 million under our term loan
facility, $94.9 million under asset-backed notes issued by our subsidiary, IP
Holdings, and $90.0 million under a promissory note, herein referred to as the
promissory note, issued by IPH Unltd), primarily all of which was incurred in
connection with our acquisition activities. In accordance with FSP APB 14-1, our
1.875% convertible senior subordinated notes due 2012, herein referred to as the
convertible notes, are included in our $662.4 million of consolidated debt at a
net debt carrying value of $247.7 million; however, the principal amount owed to
the holders of our convertible senior subordinated 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;




14




•
            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•
              couldplace us at a
      competitive disadvantage when compared to our competitors who have less
      debt.




While we
believe that by virtue of the guaranteed minimum and percentage 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




We have experienced rapid growth in
recent years. If we fail to manage this or any future growth, our business and
operating results could be harmed.




Our business has grown dramatically over
the past several years. For example, our revenue increased from $160.0million for the year ended December 31, 2007 to
$232.1million forthe year ended
December 31, 2009. Our
growth has largely resulted from our acquisition of new brands of various sizes.
Since October 2004, we acquired 15 of the21iconic brands(or rights to use those brands and
trademarks)weand our joint venturescurrently own and increased our total
number of licenses from approximately 18 to approximately255. In addition to these acquisitions, in
November 2007, Scion purchased the Artful Dodger brand through its wholly-owned
subsidiary, Artful
Holdings;in May 2009, we
acquired a 50% interest in Hardy Way, the owner of the Ed Hardy brand and
trademarks; and in October
2009 we acquired a 51% controlling interest in IPH Unltd, the owner of the Ecko
and Zoo York brands and trademarks.In addition, since September 2008 we
have formed three international 50% owned joint ventures: Iconix China, Iconix
Latin America, and Iconix Europe.Furthermore, we continue to evaluate and
pursue appropriate acquisition opportunities to the extent we believe that such
opportunities would be in the best interests of our company and our
stockholders.




This significant growth has placed
considerable demands on our management and other resources and continued growth
could place additional demands on such resources. Our ability to compete
effectively and to manage future growth, if any, will depend on the sufficiency
and adequacy of our current resources and infrastructure and our ability to
continue to identify, attract and retain personnel to manage our brands. There
can be no assurance that our personnel, systems, procedures and controls will be
adequate to support our operations and properly oversee our brands. The failure
to support our operations effectively and properly oversee our brands could
cause harm to our brands and have a material adverse effect ontheir fair values andour business, financial condition and
results of operations. In addition, we may be unable to leverage our core
competencies in managing apparel brands to managing brands in new product
categories.




Also, there can be no assurance that we
will be able to sustain our recent growth. Our growth may be limited by a number
of factors including increased competition for retail license and brand
acquisitions, insufficient capitalization for future acquisitions and the lack
of attractive acquisition targets, each as described further below. In addition
as we continue to grow larger, we will likely need to make additional and larger
acquisitions to continue to grow at our current pace.





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 anticipatedbenefits 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 or the rights to
use additional trademarks, we may not be able to achieve or maintain
profitability levels that justify our investment in, or realize plannedbenefits with respect to, those additional
brands.




15




Although we seek to temper our
acquisition risks by following acquisition guidelines relating to the existing
strength of the brand, its diversificationbenefits to us, its potential licensing
scale and credit worthiness of licensee base, 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 associated
      with the target acquisition;





•
            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, who 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.




When we acquire intellectual property
assets or the companies that own them, our due diligence reviews are subject to
inherent uncertainties and may not reveal all potential risks.  We may
therefore fail to discover or inaccurately assess undisclosed or contingent
liabilities, including liabilities for which we may have responsibility as a
successor to the seller or the target company.  As a successor, we may
be responsible for any past or continuing violations of law by the seller or the
target company, including violations of decency laws.  Although we
generally attempt to seek contractual protections through representations,
warranties and indemnities, we cannot be sure that we will obtain such
provisions in our acquisitions or that such provisions will fully protect us
from all unknown, contingent or other liabilities or costs.  Finally,
claims against us relating to any acquisition may necessitate our seeking claims
against the seller for which the seller may not indemnify us or that may exceed
the scope, duration or amount of the sellers indemnification
obligations.




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.




We may require additional capital to
finance the acquisition of additional brands and our inability to raise such
capital onbeneficial terms or at all could restrict
our growth.




We may, in the future, require
additional capital to help fund all or part of potential acquisitions. If, at
the time required, we do not have sufficient cash to finance those additional
capital needs, we will need to raise additional funds through equity and/or debt
financing. We cannot guarantee that, if and when needed, additional financing
will be available to us on acceptable terms or at all. If additional capital is
needed and is either unavailable or cost prohibitive, our growth may be limited
as we may need to change our business strategy to slow the rate of, or
eliminate, our expansion plans. In addition, any additional financing we
undertake could impose additional covenants upon us that restrict our operating
flexibility, and, if we issue equity securities to raise capital, our existing
stockholders may experience dilution or the new securities may have rights
senior to those of our common stock.




16




Because of the intense competition
within our licensees’ markets and the strength of some of their competitors, we
and our licensees may not be able to continue to compete
successfully.




Currently, most of our trademark
licenses are for products in the apparel, fashion accessories, footwear, beauty
and fragrance, and home products and decor industries, in which our licensees
face intense competition, including from our other brands and licensees. In
general, competitive factors include quality, price, style, name recognition and
service. In addition, various fads and the limited availability of shelf space
could affect competition for our licensees’ products. Many of our licensees’
competitors have greater financial, distribution, marketing and other resources
than our licensees and have achieved significant name recognition for their
brand names. Our licensees may be unable to successfully compete in the markets
for their products, and we may not be able to continue to compete successfully
with respect to our licensing arrangements.





If our competition for retail licenses
and brand acquisitions increases, our growth plans could be
slowed.




We may face increasing competition in
the future for retail licenses as other companies owning established brands may
decide to enter into licensing arrangements with retailers similar to the ones
we currently have in place. Furthermore, our current or potential
direct-to-retail licensees may decide to develop or purchase brands rather than
maintain or enter into license agreements with us. We also compete with
traditional apparel and consumer brand companies, other brand management
companies and private equity groups for brand acquisitions. If our competition
for retail licenses and brand acquisitions increases, it may take us longer to
procure additional retail licenses and/or acquire additional brands, which could
slow our growth rate.




Our licensees are subject to risks and
uncertainties of foreign manufacturing that could interrupt their operations or
increase their operating costs, thereby affecting their ability to deliver goods
to the market, reduce or delay their sales and decrease our potential royalty
revenues.




Substantially all of the products sold
by our licensees are manufactured overseas. There are substantial risks
associated with foreign manufacturing, including changes in laws relating to
quotas, and the payment of tariffs and duties, fluctuations in foreign currency
exchange rates, shipping delays and international political, regulatory and
economic developments. Any of these risks could increase our licensees’
operating costs. Our licensees also import finished products and assume all risk
of loss and damage with respect to these goods once they are shipped by their
suppliers. If these goods are destroyed or damaged during shipment, the revenues
of our licensees, and thus our royalty revenues over and above the guaranteed
minimums, could be reduced as a result of our licensees’ inability to deliver or
their delay in delivering their products.




Our failure to protect our proprietary
rights could compromise our competitive position and decrease the value of our
brands.




We own, through our wholly-owned
subsidiariesand joint
ventures, U.S. federal
trademark registrations and foreign trademark registrations for our brands that
are vital to the success and further growth of our business and which we believe
have significant value. We monitor on an ongoing basis unauthorized filings of
our trademarks and imitations thereof, and rely primarily upon a combination of
trademarks, copyrights and contractual restrictions to protect and enforce our
intellectual property rights domestically and internationally. We believe that
such measures afford only limited protection and, accordingly, there can be no
assurance that the actions taken by us to establish, protect and enforce our
trademarks and other proprietary rights will prevent infringement of our
intellectual property rights by others, or prevent the loss of licensing revenue
or other damages caused therefrom.




For instance, despite our efforts to
protect and enforce our intellectual property rights, unauthorized parties may
attempt to copy aspects of our intellectual property, which could harm the
reputation of our brands, decrease their value and/or cause a decline in our
licensees’ sales and thus our revenues. Further, we and our licensees may not be
able to detect infringement of our intellectual property rights quickly or at
all, and at times we or our licensees may not be successful combating
counterfeit, infringing or knockoff products, thereby damaging our competitive
position. In addition, we depend upon the laws of the countries where our
licensees’ products are sold to protect our intellectual property. Intellectual
property rights may be unavailable or limited in some countries because
standards of registerability vary internationally. Consequently, in certain
foreign jurisdictions, we have elected or may elect not to apply for trademark
registrations. While we generally apply for trademarks in most countries where
we license or intend to license our trademarks, we may not accurately predict
all of the countries where trademark protection will ultimately be desirable. If
we fail to timely file a trademark application in any such country, we may be
precluded from obtaining a trademark registration in such country at a later
date. Failure to adequately pursue and enforce our trademark rights could damage
our brands, enable others to compete with our brands and impair ourability to compete
effectively.




Further, the rights to our brands intheLatin Americaterritory, theChinaterritory and the European territoryare controlled primarily
through our joint ventures in these regions and while we believe that our
partnerships in these areas will enable us to better protect our trademarks in
countries covered by the ventures, we do not controlthesejoint venture companiesand thus most decisions relating to the
use and enforcement of the marks in these countries will be subject to the
approval of our local partners.




In addition, in the future, we may be
required to assert infringement claims against third parties, and there can be
no assurance that one or more parties will not assert infringement claims
against us. Any resulting litigation or proceeding could result in significant
expense to us and divert the efforts of our management personnel, whether or not
such litigation or proceeding is determined in our favor. In addition, to the
extent that any of our trademarks were ever deemed to violate the proprietary
rights of others in any litigation or proceeding or as a result of any claim, we
may be prevented from using them, which could cause a termination of our
licensing arrangements, and thus our revenue stream, with respect to those
trademarks. Litigation could also result in a judgment or monetary damages being
levied against us.




17




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 Wal-Mart, Target, Kohl’s
and Kmart, were our four largest direct-to-retail licensees during the year
ended December 31, 2009, representing approximately 23%, 10%, 8% and 6%,
respectively, of our total revenue for such period, while Li & Fung USA
was our largest wholesale licensee, representing approximately 9% 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 current 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 a term
expiring in January 2015; 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 2015. Our license agreement
with Wal-Mart for the Ocean Pacific and OP trademarks grants it the exclusive
license in the U.S., Canada, Mexico, 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 2016, 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
2015. 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 and our license agreement with Kmart for
the Cannon trademark granted the exclusive license in the U.S. and Canada for a
wide variety of product categories for an initial term expiring February 1,
2014. 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 (in many countries 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.




Our license agreement with Target could
be terminated by Target in the event we were to lose the services of Mossimo
Giannulli as our creative director with respect to Mossimo-branded products,
thereby significantly devaluing the assets acquired by us in the Mossimo merger
and decreasing our expected revenues and cash flows.




Target, the primary licensee of our
Mossimo brand, has the right at its option to terminate its license agreement
with us if the services of Mossimo Giannulli as creative director for
Mossimo-branded products are no longer available to Target, upon his death or
permanent disability or in the event a morals clause in the agreement relating
to his future actions and behavior is breached. Although we have entered into an
agreement with Mr. Giannulli in which he has agreed to continue to provide us
with his creative director services, including those which could be required by
Target under the Target license for a term expiring on January 31, 2012,
there can be no assurance that if his services are required by Target he will
provide such services or that in the event we, and thus Target, were to lose the
ability to draw on such services, Target would continue its license agreement
with us. The loss of the Target license would significantly devalue the assets
acquired by us in the Mossimo merger and decrease our expected revenues and cash
flows until we were able to enter into one or more replacement
licenses.




18




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 December 31, 2009, goodwill
represented approximately $170.7 million, or approximately 9% of our total
consolidated assets, and trademarks and other intangible assets represented
approximately $1,254.7 million, or approximately 70% of our total consolidated
assets. Under current U.S. GAAP accounting standards, 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.




We may not be able to pay the cash
portion of the conversion price upon any conversion of the $287.5 million
principal amount of ourconvertible notes, which
would constitute an event of default with respect to such notes and could also
constitute a default under the terms of our other debt.




We may not have sufficient cash to pay,
or may not be permitted to pay, the cash portion of the consideration that we
will be required to pay when our convertible notes become due in June 2012. Upon
conversion of the convertible notes, we will be required to pay to the holder of
such notes a cash payment equal to the par value of the convertible notes. This
part of the payment must be made in cash, not in shares of our common stock. As
a result, we will be required to pay a minimum of $287.5 million in cash to
holders of the convertible notes upon their conversion.




If we do not have sufficient cash on
hand at the time of conversion, we may have to raise funds through debt or
equity financing. Our ability to raise such financing will depend on prevailing
market conditions. Further, we may not be able to raise such financing within
the period required to satisfy our obligation to make timely payment upon any
conversion. In addition, the terms of any current or future debt may prohibit us
from making these cash payments or otherwise restrict our ability to make such
payments and/or may restrict our ability toraise any such financing. In particular,
the terms of our outstanding term loan facility restrict the amount of proceeds
from collateral pledged to secure our obligations thereunder that may be used by
us to make payments in cash under certain circumstances, including payments to
the convertible note holders upon conversion. A failure to pay the required cash
consideration upon conversion would constitute an event of default under the
indenture governing the convertible notes, which could constitute a default
under the terms of our other debt.




Changes in effective tax rates or
adverse outcomes resulting from examination of our income or other tax returns
could adversely affect our results.




Our future effective tax rates could be
adversely affected by changes in the valuation of our deferred tax assets and
liabilities, or by changes in tax laws or interpretations thereof. In addition,
we are subject to the continuous examination of our income tax returns by the
Internal Revenue Service and other tax authorities. We regularly assess the
likelihood of recovering the amount of deferred tax assets recorded on the
balance sheet and the likelihood of adverse outcomes resulting from examinations
by various taxing authorities in order to determine the adequacy of our
provision for income taxes. We cannot guarantee that the outcomes of these
evaluations and continuous examinations will not harm our reported operating
results and financial conditions.




The market price of our common stock has
been, and may continue to be, volatile, which could reduce the market price of
our common stock.




The publicly traded shares of our common
stock have experienced, and may continue to experience, significant price and
volume fluctuations. This market volatility could reduce the market price of our
common stock, regardless of our operating performance. In addition, the trading
price of our common stock could change significantly over short periods of time
in response to actual or anticipated variations in our quarterly operating
results, announcements by us, our licensees or our respective competitors,
factors affecting our licensees’ markets generally and/or changes in national or
regional economic conditions, making it more difficult for shares of our common
stock to be sold at a favorable price or at all. The market price of our common
stock could also be reduced by general market price declines or market
volatility in the future or future declines or volatility in the prices of
stocks for companies in the trademark licensing business or companies in the
industries in which our licensees compete.





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 purchased hedge instruments, herein referred to as
convertible note hedges, from affiliates of Merrill Lynch, Pierce,
Fenner & Smith Incorporated and Lehman Brothers Inc. At such time, the
hedging transactions were expected, but were not guaranteed, to eliminate the
potential dilution upon conversion of the convertible notes. Concurrently, we
entered into warrant transactions with the hedge
counterparties.





On September 15, 2008 and
October 3, 2008, respectively, Lehman Brothers Holdings Inc., or Lehman
Holdings, and its subsidiary, Lehman Brothers OTC Derivatives Inc., or 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,
herein referred to as the bankruptcy court. On September 17, 2009, we filed
proofs of claim with the bankruptcy court relating to the Lehman OTC convertible
note hedges. We had purchased 40% of the convertible note hedges from
Lehman OTC, or the Lehman note hedges, and we had sold 40% of the warrants to
Lehman OTC. Lehman OTC’s obligations under the Lehman note hedges are guaranteed
by Lehman Holdings. If the Lehman note hedges are rejected or terminated in
connection with the Lehman OTC bankruptcy, we would have a claim against Lehman
OTC and Lehman Holdings, as guarantor, for the damages and/or close-out values
resulting from any such rejection or termination. While we intend to pursue any
claim for damages and/or close-out values resulting from the rejection or
termination of the Lehman note hedges, at this point in the Lehman bankruptcy
cases it is not possible to determine with accuracy the ultimate recovery, if
any, that we may realize on potential claims against Lehman OTC or Lehman
Holdings, as guarantor, resulting from any rejection or termination of the
Lehman note hedges. We also do not know whether Lehman OTC will assume or reject
the Lehman note hedges, and therefore cannot predict whether Lehman OTC intends
to perform its obligations under the Lehman note hedges. As a result, if Lehman
OTC does not perform such obligations and the price of our common stock exceeds
the $27.56 conversion price (as adjusted) of the convertible notes, the
effective conversion price of the convertible notes (which is higher than the
actual $27.56 conversion price due to these hedges) would be reduced and our
existing stockholders may experience dilution at the time or times the
convertible notes are converted. The extent of any such dilution would depend,
among other things, on the then prevailing market price of our common stock and
the number of shares of common stock then outstanding, but we believe the impact
will not be material and will not affect our income statement presentation. We
are not otherwise exposed to counterparty risk related to the Lehman
bankruptcies. 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.




19




Moreover, in connection with the warrant
transactions with the counterparties, to the extent that the price of our common
stock exceeds the strike price of the warrants, the warrant transactions could
have a dilutive effect on our earnings per share.




Future sales of our common stock may
cause the prevailing market price of our shares to decrease.




We have issued a substantial number of
shares of common stock that are eligible for resale under Rule 144 of the
Securities Act of 1933, as amended, or Securities Act, and that may become
freely tradable. We have also already registered a substantial number of shares
of common stock that are issuable upon the exercise of options and warrants and
have registered for resale a substantial number of restricted shares of common
stock issued in connection with our acquisitions. If the holders of our options
and warrants choose to exercise their purchase rights and sell the underlying
shares of common stock in the public market, or if holders of currently
restricted shares of our common stock choose to sell such shares in the public
market under Rule 144 or otherwise, the prevailing market price for our common
stock may decline. The sale of shares issued upon the exercise of our derivative
securities could also further dilute the holdings of our then existing
stockholders, including holders of the convertible notes that receive shares of
our common stock upon conversion of their notes. In addition, future public
sales of shares of our common stock could impair our ability to raise capital by
offering equity securities.




Provisions in our charter and Delaware
law could make it more difficult for a third party to acquire us, discourage a
takeover and adversely affect our stockholders.




Certain provisions of our certificate of
incorporation could have the effect of making more difficult, delaying or
deterring unsolicited attempts by others to obtain control of our company, even
when these attempts may be in the best interests of our stockholders. Our
certificate of incorporation currently authorizes 150,000,000 shares of common
stock to be issued. Based on our outstanding capitalization atDecember31, 2009, and assuming the
exercise of all outstanding options and warrants and the issuance of the maximum
number of shares of common stock issuable upon conversion of all of our
outstanding convertible notes, there are still a substantial number of shares of
common stock available for issuance by our board of directors without
stockholder approval. Our certificate of incorporation also authorizes our board
of directors, without stockholder approval, to issue up to 5,000,000 shares of
preferred stock, in one or more series, which could have voting and conversion
rights that adversely affect or dilute the voting power of the holders of our
common stock, none of whichis outstanding. We are also subject to the provisions
of Section 203 of the Delaware General Corporation Law, which could prevent
us from engaging in a business combination with a 15% or greater stockholder for
a period of three years from the date it acquired that status unless appropriate
board or stockholder approvals are obtained.




These provisions could deter unsolicited
takeovers or delay or prevent changes in our control or management, including
transactions in which stockholders might otherwise receive a premium for their
shares over the then current market price. These provisions may also limit the
ability of stockholders to approve transactions that they may deem to be in
their best interests.




We do not anticipate paying cash
dividends on our common stock.




You should not rely on an investment in
our common stock to provide dividend income, as we have not paid any cash
dividends on our common stock and do not plan to pay any in the foreseeable
future. Instead, we plan to retain any earnings to maintain and expand our
existing licensing operations, further develop our trademarks and finance the
acquisition of additional trademarks. Accordingly, investors must rely on sales
of their common stock after price appreciation, which may never occur, as the
only way to realize any return on their investment.




20




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, herein referred to as ARS. From the third quarter of 2007 to
the present, our balance of ARS failed to auction due to sell orders exceeding
buy orders, and the insurer of the ARS exercised its put option to replace the
underlying securities of the auction rate securities with its preferred
securities. Further, although the ARS had paid cash dividends according to their
stated terms, the payment of cash dividends ceased after July 31,
2009, and would
beresumedonlyif the board of directors of the insurer
declares such cash dividends to be payable at a later date.The insurer’s board of
directorstemporarily
reinstateddividend
paymentsfor the 4-week
period from December 23, 2009 to January 15, 2010.InJanuary 2010, we commenced a lawsuit against the
broker-dealer of these ARS
alleging,among other things,fraud, andseeking full recovery of the $13.0
million face value of the ARS, as well as legal costs and punitive
damages.  These funds will not be available to usunlessa successful auction occurs, a buyer is
found outside the auction process, or if we realize recovery through settlement
or legal judgmentof the
action being brought against the broker. As a result, $13.0 million of our ARS
have been written down to approximately $7.0 million, based on our evaluation,
as an unrealized pre-tax loss to reflect a temporary decrease in fair value,
reflected as an accumulated other comprehensive loss of $6.0 million in the
stockholders’ equity section of our consolidated balance sheet. We estimated the
fair value of our ARS using the present value of the weighted average of several
scenarios of recovery based on our assessment of the probability of each
scenario. We believe this decrease in fair value is temporary due to general
macroeconomic market conditions. Further, we have the ability and intent to
hold the securities until an anticipated full redemption. However, there
are no assurances that a successful auction will occur, that we can find a buyer
outside the auction process, or that we will realize full recovery through
settlement or legal judgment.





A portion of
our revenues are generated outside of the United States,by our joint ventures and certain of our licensees,in countries that
may have volatile currencies or other risks.





A portion
of our revenue is attributable to activities in territories and countries
outside of the United States by certain of our joint ventures and our licensees.
The fact that some of our revenue and certain business
operations of our joint ventures and certain licensees are
conducted outside of the United States may expose  them  to
several additional risks, including, but not limited  to social, political,
regulatory and economic conditions or in laws and policies governing foreign
trade and investment in the territories and countries where our joint
ventures or certain licensees currently have operations or will
in the future operate. U.S. laws and regulations relating to investment and
trade in foreign countries could also change to our detriment. Any of these
factors could have a negative
impact on the business and operationsof our joint ventures and certain
of our licensees operations, which could also adversely impact our results of
operations.  Increase of
revenues generated in
foreign marketsmay
also increaseourexposure to risks
related to foreign currencies, such as fluctuations in currency exchange
rates.  In the
past, we and our joint ventures have attempted to have
contracts that relate to activities outside of the United States
denominated in U.S. currency, however, we do not know to the extent that we will
be able to continue this as we increase our contracts with foreign
licensees.  We
cannot predict the effect that future exchange rate fluctuations will have on
our operating results





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.





Item 1B. Unresolved Staff
Comments




None.





Item 2. Properties




On November 9, 2007, we entered
into a new lease agreement covering approximately 30,550 square feet of office
and showroom space at 1450 Broadway in New York, New York, herein referred to as
the new headquarters.  The term of the lease runs through June 30,
2024 and provides for total aggregate annual base rental payments for such space
of approximately $27.4 million (ranging from approximately $1.5 million for the
first year following the rent commencement date to approximately $2.2 million,
on annualized basis, in the last year of the lease).  We will also be
required to pay our proportionate share of any increased taxes attributed to the
premises.




In addition, in connection with the
Starter acquisition, we assumed a lease for office space at 1350 Broadway, which
covers approximately 13,090 square feet of office and showroom space with an
annual rent of $476,000, which expires on October 31, 2011, as well as a
lease for approximately 7,900 square feet of office space in Bentonville,
Arkansas with an annual rent of $149,000 which was terminated in the first
quarter of 2009. We began subletting the office space at 1350 Broadway beginning
January 1, 2009. We also acquired 5,994 square feet of office space in
Santa Monica, California in connection with the Mossimo merger, which was
terminated in the first quarter of 2009. We also acquired approximately 4,500
square feet of office space at 261 Fifth Ave in New York, New York in
connection with the Waverly acquisition with an annual rent of approximately
$0.2 million. This space is currently being sublet.




21




Bright Star currently occupies
approximately 2,269 square feet of office space in Mt. Arlington, New Jersey,
pursuant to a lease that expires on March 14, 2011.




Item 3. Legal
Proceedings




Sweet
Sportswear/Unzipped litigation





In August 2004, the Company commenced a
lawsuit in the Superior Court of California, Los Angeles County, against
Unzipped’s former manager, supplier and distributor Sweet, Azteca and ADS and
Hubert Guez, a principal of these entities and former member of the Company’s
board of directors (collectively referred to as the Guez defendants) alleging
numerous causes of action, including fraud, breach of contract, breach of
fiduciary duty and trademark infringement. Sweet, Azteca and ADS filed
counterclaims against the Company claiming damages resulting from, among other
things, a variety of alleged contractual breaches.





In April 2007, a jury returned a verdict
of approximately $45 million in the Company’s favor on every claim that the
Company pursued, and against the Guez defendants on every counterclaim they
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, in addition, awarded the Company $5 million in
punitive damages against Guez personally.




In November 2007, the Court, among other
things, reduced the total damages awarded against the Guez defendants by
approximately 50% and reduced the amount of punitive damages assessed against
Guez to $4 million. The Court also entered judgments against Guez in the amount
of approximately $11 million and ADS in the amount of approximately $1.3
million. It also entered judgment against all of the Guez defendants on every
counterclaim that they pursued in the litigation, including ADS’s and Azteca’s
unsuccessful efforts to recover against Unzipped any account balances claimed to
be owed, totaling approximately $3.5 million and Sweet’s efforts to accelerate
the principal balance of a note and other fees totaling approximately $15
million (these orders are collectively referred to as the “judgments”). The
Court also issued an order confirming an additional aggregate of approximately
$6.8 million of the jury’s verdicts against Sweet and Azteca (referred to as the
“confirmed verdicts”) but declined to enter judgment against these entities
since it had ordered a new trial with regard to certain of the jury’s other
damage awards against these entities.





In May 2008, the Court awarded the
Company statutory litigation costs (jointly and severally against the Guez
defendants) of approximately $650,000. In October 2008, the Court granted the
Company’s petition for attorneys’ fees with respect to approximately $7.7
million of fees (mostly against Sweet and Azteca), but did not award any
non-statutory (contractual) costs. In December 2008, the earlier judgments were
amended to add the cost award against all the Guez defendants, as well as
$100,000 of attorneys’ fees awarded against ADS.





In sum, the trial court entered judgment
in the Company’s favor of over $12 million and has confirmed, but not reduced to
judgment, additional amounts owed of approximately $15 million, which consists
of the confirmed verdicts plus the fee and cost awards against Sweet and Azteca.
All of these amounts accrue interest at an annual rate of 10%. All parties have
filed notices of appeal. The Company’s notice of appeal related to, among other
things, those parts of the jury’s verdicts vacated by the Court. In December
2008, the Company also filed a notice of appeal from the Court’s orders relating
to attorneys’ fees awarded against ADS, statutory costs and non-statutory costs.
The Guez defendants have posted an aggregate of approximately $51.7 million in
undertakings with the Court to secure the judgments. The Company is unable
to pursue collection of the monetary portions of the judgments during the
pendency of the appeals.





The Company intends to vigorously pursue
its appeals, and vigorously defend against the Guez defendants’
appeal.




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.








Item 4.Submission of
Matters to a Vote of Security Holders.





None.




22





PART II




Item 5.Market for
Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities





The Company's common stock, $0.001 par
value per share, its only class of common equity, is quoted on the NASDAQ Global
Market tier of The NASDAQ Stock Market LLC, herein referred to as NASDAQ, under
the symbol “ICON”. The following table sets forth the high and low sales prices
per share of the Company's common stock for the periods indicated, as reported
on NASDAQ:




High
              
              
              LowYear Ended December 31,
      2009Fourth
    Quarter
              
              $
              14.17
              
              
              $
              10.75Third
    Quarter
              
              
              18.30
              
              
              
              12.10Second
    Quarter
              
              
              17.95
              
              
              
              8.55First
    Quarter
              
              
              9.89
              
              
              
              6.73Year Ended December 31,
      2008Fourth
    Quarter
              
              $
              14.13
              
              
              $
              5.11Third
    Quarter
              
              
              14.40
              
              
              
              10.26Second
    Quarter
              
              
              19.23
              
              
              
              11.86First
    Quarter
              
              
              22.80
              
              
              
              15.96




As of February 23, 2010 there were 1,595
holders of record of the Company's common stock.





The Company has never declared or paid
any cash dividends on its common stock and the Company does not anticipate
paying any such cash dividends in the foreseeable future. Payment of cash
dividends, if any, will be at the discretion of the Company's Board of Directors
and will depend upon the Company's financial condition, operating results,
capital requirements, contractual restrictions, restrictions imposed by
applicable law and other factors its Board of Directors deems relevant. The
Company's ability to pay dividends on its common stock and repurchase of its
common stock is restricted by certain of its current indebtedness and may be
restricted or prohibited under future indebtedness.




ISSUER PURCHASES OF EQUITY
      SECURITIES2009
              
              Total Number
of
                Shares
      Purchased(1)
              
              
              Weighted Average Price
      Paid
                per
    Share
              
              
              Total Number
of
                Shares Purchased
      as
                Part of
      Publicly
                Announced
      Plan(1)
              
              
              Maximum Approximate
      Dollar
                Value of Shares
      that
                May Yet be
      Purchased
                Under the
    PlanJanuary 1 - January
      31
              
              
              2,107
              
              
              $
              9.78
              
              
              
              -
              
              
              $
              73,177,253February 1 - February
      29
              
              
              3,080
              
              
              
              7.96
              
              
              
              -
              
              
              
              73,177,253March 1 - March
      31
              
              
              200,352
              
              
              
              7.26
              
              
              
              200,000
              
              
              
              71,722,003April 1 - April
      30
              
              
              17,877
              
              
              
              11.03
              
              
              
              -
              
              
              
              71,722,003May 1 - May
    31
              
              
              1,267
              
              
              
              15.43
              
              
              
              -
              
              
              
              71,722,003June 1 - June
      30
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              71,722,003July 1 - July
      31
              
              
              308
              
              
              
              17.43
              
              
              
              -
              
              
              
              71,722,003August 1 - August
      31
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              71,722,003September 1 - September
      30
              
              
              2,428
              
              
              
              17.16
              
              
              
              -
              
              
              
              71,722,003October 1 - October
      31
              
              
              1,956
              
              
              
              12.73
              
              
              
              -
              
              
              
              71,722,003November 1 - November
      30
              
              
              23,781
              
              
              
              12.09
              
              
              
              -
              
              
              
              71,722,003December 1 - December
      31
              
              
              13,289
              
              
              
              12.65
              
              
              
              -
              
              
              
              71,722,003Total
              
              
              266,445
              
              
              $
              8.42
              
              
              
              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, herein referred to as the repurchase plan. This
authorization replaces any prior plan or authorization. The repurchase 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 repurchase plan represent shares surrendered to the Company to pay
withholding taxes due upon the vesting of restricted stock.




During the year ended December 31,
2009, the Company
repurchased 200,000 shares for approximately $1.5million ata weighted average price of
$7.28per shareunder the repurchase plan.  At December 31, 2009,
$71.7 millionof the Company’s common stock may yet
be purchased under this plan.





During the year ended December 31, 2008,
the Company repurchased 265,404 shares for approximately $1.8 million at a
weighted average price of $6.85 per shareunder this repurchase plan.No shares were repurchased by the
Company during the year ended December 31, 2007.





23




The information regarding equity compensation plans is
incorporated by reference to Item 12 of this Form 10-K, which incorporates by
reference the information set forth in the Company’s Definitive Proxy Statement
in connection with the annual meeting of stockholders to be held in
2010.





Item 6.Selected Financial
Data





Selected Historical Financial
Data


(amounts in tables but not footnotes in
thousands, except earnings per share amounts)





The following table presents selected
historical financial data of the Company for the periods
indicated.  The selected historical financial information is derived
from the audited consolidated financial statements of the Company referred to
under Item 8 of this Annual Report on Form 10-K, and previously published
historical financial statements not included in this Annual Report on Form 10-K.
The following selected financial data should be read in conjunction with Item 7
- Management's Discussion and Analysis of Financial Condition and Results of
Operations and the Company's consolidated financial statements, including the
notes thereto, included elsewhere herein.




Year Ended December
      31,*2009
              
              
              2008(4)
              
              
              2007(4)
              
              
              2006
              
              
              2005Consolidated Income Statement
      DataLicensing and other revenue(3)
              
              $
              232,058
              
              
              $
              216,761
              
              
              $
              160,004
              
              
              $
              80,694
              
              
              $
              30,156Selling, general and
      administrative expenses
              
              
              79,356
              
              
              
              73,816
              
              
              
              44,254
              
              
              
              24,527
              
              
              
              13,329Operating
      income(1)
              
              
              152,565
              
              
              
              142,052
              
              
              
              121,789
              
              
              
              53,673
              
              
              
              15,361Other expenses – net(2)
              
              
              35,309
              
              
              
              44,967
              
              
              
              31,231
              
              
              
              13,837
              
              
              
              4,453Net income(3)
              
              
              75,705
              
              
              
              62,908
              
              
              
              60,264
              
              
              
              32,501
              
              
              
              15,943Earnings per
      share:Basic
              
              $
              1.14
              
              
              $
              1.09
              
              
              $
              1.06
              
              
              $
              0.81
              
              
              $
              0.51Diluted
              
              $
              1.10
              
              
              $
              1.03
              
              
              $
              0.98
              
              
              $
              0.72
              
              
              $
              0.46Weighted average number of common
      shares outstanding:Basic
              
              
              65,763
              
              
              
              57,810
              
              
              
              56,694
              
              
              
              39,937
              
              
              
              31,284Diluted
              
              
              68,325
              
              
              
              61,248
              
              
              
              61,426
              
              
              
              45,274
              
              
              
              34,773





* The year ended December 31, 2009 will
herein be referred to as fiscal 2009; the year ended December 31, 2008 will
herein be referred to as fiscal 2008; the year ended December 31, 2007 will
herein be referred to as fiscal 2007; the year ended December 31, 2006 will
herein be referred to as fiscal 2006; and the year ended December 31, 2005 will
herein be referred to as fiscal 2005.





At December
    31,2009
              
              
              2008(4)
              
              
              2007(4)
              
              
              2006
              
              
              2005Consolidated Balance Sheet
      DataCash
              
              $
              201,544
              
              
              $
              67,279
              
              
              $
              53,272
              
              
              $
              77,840
              
              
              $
              11,687Working capital
      (deficit)
              
              
              148,147
              
              
              
              29,638
              
              
              
              19,458
              
              
              
              64,124
              
              
              
              (4,388
              )Trademarks and other intangibles,
      net
              
              
              1,254,689
              
              
              
              1,060,460
              
              
              
              1,038,201
              
              
              
              467,688
              
              
              
              139,281Total
assets
              
              
              1,802,613
              
              
              
              1,394,796
              
              
              
              1,336,130
              
              
              
              696,244
              
              
              
              217,244Long-term debt, including current
      portion
              
              
              662,379
              
              
              
              618,589
              
              
              
              640,877
              
              
              
              162,808
              
              
              
              99,119Total stockholders’
      equity
              
              
              969,772
              
              
              
              644,089
              
              
              
              565,738
              
              
              
              465,457
              
              
              
              100,896




24




(1)
            Includes expenses related to
      specific litigation (formerly known as special charges) of $0.1 million
      and $0.9 million in fiscal 2009 and fiscal 2008, respectively, a netbenefit from expenses related to
      specific litigation of $6.0 million in fiscal 2007, and expenses related
      to specific litigation of $2.5 million and $1.5 million in fiscal
      2006 and fiscal 2005, respectively. Further, included in operating income
      for fiscal 2005 was an adjustment for the shortfall payment related to
      Unzipped of $0.5 million, respectively (see Notes 8 and 9 of Notes to
      Consolidated Financial
Statements).





(2)
            In fiscal 2006 and fiscal 2005,
      the Company recognized a net non-cash taxbenefit of $6.2 million and $5.0
      million, respectively, by reducing the valuation allowance on the deferred
      tax asset related to the Company's net operating loss
      carryforwards.




(3)
            During fiscal 2009, fiscal 2008,
      fiscal 2007, fiscal 2006, and fiscal 2005, the Company made zero, one,
      four, four, and two acquisitions, respectively, and acquired a certain
      percentage of ownership of brands previously not owned through two joint
      ventures in fiscal 2009 and one joint venture in fiscal
      2007.  There were no brands acquired through joint ventures and
      investments during fiscal 2008, fiscal 2006 or fiscal 2005.  See
      Note 2 of Notes to Consolidated Financial Statements for information about
      the Company’s fiscal 2009 acquisitions and investments through its joint
      ventures.




(4)
            As adjustedfor adoption ofAccountingStandards Codification (“ASC”)Topic 470-20, “Debt
      with Conversion and
      Other Options”, effective for fiscal 2009 and
      applied retrospectively as
applicable.




Item 7.Management's
Discussion and Analysis of Financial Condition and Results of
Operations




Safe Harbor Statement under the Private
Securities Litigation Reform Act of 1995. This Annual Report on Form 10-K,
including this Item 7, includes “forward-looking statements” based on the
Company's current expectations, assumptions, estimates and projections about its
business and its industry. These statements include those relating to future
events, performance and/or achievements, and include those relating to, among
other things, the Company's future revenues, expenses and profitability, the
future development and expected growth of the Company's business, its projected
capital expenditures, future outcomes of litigation and/or regulatory
proceedings, competition, expectations regarding the retail sales environment,
continued market acceptance of the Company's current brands and its ability to
market and license brands it acquires, the Company's ability to continue
identifying, pursuing and making acquisitions, the ability of the Company to
obtain financing for acquisitions, the ability of the Company's current
licensees to continue executing their business plans with respect to their
product lines and the ability to pay contractually obligated royalties, and the
Company's ability to continue sourcing licensees that can design, distribute,
manufacture and sell their own product lines.




These statements are only predictions
and are not guarantees of future performance. They are subject to known and
unknown risks, uncertainties and other factors, some of which are beyond the
Company's control and difficult to predict and could cause its actual results to
differ materially from those expressed or forecasted in, or implied by, the
forward-looking statements. In evaluating these forward-looking statements, the
risks and uncertainties described in “Item 1A. Risk Factors” above and elsewhere
in this report and in the Company's other SEC filings should be carefully
considered.




Words such as “may,” “should,” “will,”
“could,” “estimate,” “predict,” “potential,” “continue,” “anticipate,”
“believe,” “plan,” “expect,” “future” and “intend” or the negative of these
terms or other comparable expressions are intended to 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.




Overview




The Company is a brand management
company engaged in licensing, marketing and providing trend direction for a
diversified and growing consumer brand portfolio. The Company’s brands are sold
across every major segment of retail distribution, from luxury to mass. As of
December 31, 2009, the Company and its joint ventures owned 21 iconic
consumer brands: Candie’s, Bongo, Badgley Mischka, Joe Boxer, Rampage, Mudd,
London Fog, Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear, Cannon,
Royal Velvet, Fieldcrest, Charisma, Starter, and Waverly. In addition, Scion
LLC, a joint venture in which the Company has a 50% investment, owns the
Artful Dodger brand;Hardy Way, a joint venture in which the
Company has a 50% investment, owns the Ed Hardy brands and IPH Unltd, a joint
venture in which the Company has a 51% controlling investment, owns the Ecko and
Zoo York brands. The Company licenses its brands worldwide through
approximately 215 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. The Company’s
business model allows it to focus on its core competencies of marketing and
managing brands without many of the risks and investment requirements associated
with a more traditional operating company. Its licensing agreements with leading
retail and wholesale partners throughout the world provide the Company with a
predictable stream of guaranteed minimum royalties.




25




The Company’s growth strategy is focused
on increasing licensing revenue from its existing portfolio of brands through
adding new product categories, expanding the retail penetration of its existing
brands and optimizing the sales of its licensees. The Company 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, the
Company believes it 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.





The Company has and continues to focus
on cost-saving measures.  These measures include a reduction of the
total number of total full-time employees in February 2009, as well as a
continued review of all operating expenses.





Summary of operating
results:





The Company had net income of $75.7
million for fiscal 2009 as compared to net income of $62.9 million for fiscal
2008.





The Company's operating income was
$152.6 million in fiscal 2009, compared to an operating income of $142.1 million
in fiscal 2008.





Fiscal 2009 Compared to Fiscal
2008





Revenue.Revenue for fiscal 2009 increased to
$232.1 million from $216.8 million during fiscal 2008. During fiscal 2009, we
recorded a gain of approximately $3.7 million on our transaction regarding our
Joe Boxer trademark in Canada, and a gain ofapproximately$7.0 million($3.0 million of which is a non-cash
gain)related to the Iconix
Europe transaction. During fiscal 2008,we recorded a non-cash gain of
approximately $2.6 million related to the sale of trademarks to our joint
venture in China, and a gain of $5.7 million related to the Iconix Latin America
transaction.Further, during fiscal 2009,
we recorded approximately $10.2 million in aggregate revenue related to our
acquisition of the Ecko assets and approximately three quarters of revenue from
our October 2008 acquisition of Waverly, of which there was no comparable
revenue in fiscal 2008.  In fiscal 2008, we recorded approximately
$1.6 million of revenue related to our Latin America licenses for which there
was no comparable revenue in fiscal 2009.  In fiscal 2009, revenue
related to our Latin America licenses is included in our aggregate equity gain
on joint venture and other as it relates to our Iconix Latin America joint
venture.  The primary drivers of the remaining increase of
approximately $4.4 million in comparablerevenue from fiscal 2008 to fiscal 2009 include an
aggregate increase of approximately $21.7 million related to our
direct-to-retail brands at Wal-Mart and our Candie’s brand at Kohl’s, offset by
an aggregate decrease of approximately $17.0 million related to the transition
of ourMudd,Charisma and Cannon brands to their
respective direct-to-retail licenses, as well as the transition of our women’s
category for our Rocawear brand to a new licensee in the third quarter of fiscal
2009.





Operating
Expenses.Consolidated
selling, general and administrative, herein referred to as SG&A, expenses
totaled$79.4million in fiscal 2009 compared to
$73.8 million in fiscal 2008. The increase of $5.6million was primarily related to: (i)
an increase of approximately$6.5million in advertising primarily
related to in-storeadvertisingpromotions and celebrity endorsements;
and (ii) an increase of $2.4 million in bad debt expense primarily related to
collectability issues with the former women’s category license for the Rocawear
brand.  These increases were offset by a variety of cost saving
initiatives, including: (i) a decrease of approximately $1.4 million in
professional fees; (ii) an aggregate decrease of approximately $0.8million in payroll costs and employee
travel related expenses related to a reduction in headcount andcost savings measures related
toemployee travel,
partially offset by severance for terminated employees; and (iii) a net decrease of
approximately $1.1 million in various overhead related costs as a result of the
elimination of fiscal 2008 overhead costs related to a prior period acquisition
as well as cost savings measures.




For fiscal 2009and fiscal 2008, our expenses related to specific
litigation, formerly known as special charges, included an expense for
professional fees of $0.1millionand$0.9 million, respectively, relating to
litigation involving Unzipped. See Notes8and9of Notes to Consolidated Financial
Statements.





Operating
Income.Operating income
for fiscal 2009increased to $152.6million, or approximately 66% of total
revenue, compared to $142.1 million or approximately 66% of total revenue in
fiscal 2008.




Other Expenses -
Net– Other expenses - net
decreased by $9.7million in fiscal 2009 to $35.3million, compared to other expenses -
net of $45.0 million in fiscal 2008.  This decrease was due to several
factors:an aggregate
increase of approximately $4.0 million in our equity earnings on joint ventures
due to earnings from our Iconix Latin America joint venture (created in December
2008) and our Hardy Way joint venture (created in May 2009), for which there was
no comparable earnings in fiscal 2008.  Further, interest expense
related to our variable rate debt decreased from approximately $15.5 million in
fiscal 2008 to approximately $7.1 million in fiscal 2009 due to both a lower
average debt balance as well as a decrease in our effective interest rate to
3.64% in fiscal 2009 from 5.92% in fiscal 2008.  This was offset by an
increase in interest expense of approximately $1.2 million related to the
promissory note issued in connection with our 51% investment in IPH Unltd in
October 2009, and a decrease of approximately $1.5 million in interest income
related to a decrease in interest rates on money invested by us during fiscal
2009.




26




Provision for Income
Taxes.The effective income
tax rate for fiscal 2009 is approximately 35.4% resulting in the $41.6million income tax expense, as compared
to an effective income tax rate of 35.2% in fiscal 2008 which resulted ina$34.2million income tax
expense.





Net
Income. The Company’s net
income was $75.7million in fiscal 2009, compared to net
income of $62.9million in fiscal 2008, as a result of
the factors discussed above.





Fiscal 2008 Compared to Fiscal
2007




Revenue.Revenue for fiscal 2008 increased to
$216.8 million from $160.0 million during fiscal 2007. During fiscal 2008, we
recorded a non-cash gain of approximately $2.6 million related to the sale of
trademarks to our joint venture in China, and a gain of $5.7 million related to
the Iconix Latin America transaction. The two largest drivers of the growth of
$48.5 million were a full year of revenue generated from the fiscal 2007
acquisitions of Danskin, Rocawear, the Official-Pillowtex brands ( i.e. Cannon,
Royal Velvet, Fieldcrest, Charisma), Artful Dodger, and Starter, which in the
aggregate contributed approximately $57.1 million, as well as approximately $1.4
million contributed by the fiscal 2008 acquisition of Waverly, which had no
comparable revenue in fiscal 2007. For brands owned for the full year in fiscal
2008 and fiscal 2007, revenue remained approximately flat, excluding the Mudd
brand, which began a transition to a direct-to-retail license with Kohl’s in
November 2008, and the Ocean Pacific/OP brand, which began a transition to a
direct-to-retail license with Wal-Mart in August 2007 and was launched in
Wal-Mart stores in Spring 2008.





Operating
Expenses. SG&A expenses
totaled $73.8 million in fiscal 2008 compared to $44.3 million in fiscal 2007.
The increase of $29.5 million was primarily related to: (i) an increase of
approximately $12.5 million in payroll costs, primarily due to an increase of
$7.5 million in non-cash stock compensation expense (from $1.8 million in fiscal
2007 to $9.3 million in fiscal 2008), of which $6.9 million of the increase
related to the new employment contract with our chairman, chief executive
officer and president, with the balance of the aggregate increase in payroll
costs attributable to the increase in employee headcount mainly related to our
fiscal 2007 and fiscal 2008 acquisitions; (ii) an increase of approximately $7.3
million in advertising mainly driven by advertising related to brands acquired
in fiscal 2007; (iii) amortization of intangible assets (mainly contracts and
non-compete agreements) as a direct result of the Danskin, Rocawear,
Official-Pillowtex, Starter, Artful Dodger and Waverly brand acquisitions, which
accounted for $4.7 million in fiscal 2008 and $2.0 million in fiscal 2007; and
(iv) an increase of $4.1 million in professional fees primarily related to
increased maintenance costs on trademarks acquired through recent
acquisitions.





For fiscal 2008 and fiscal 2007, our
expenses related to specific litigation, formerly known as special charges,
included an expense for professional fees of $0.9 million and a netbenefit of $6.0 million, respectively,
relating to litigation involving Unzipped.





Operating
Income.Operating income
for fiscal 2008 increased to $142.1 million, or approximately 66% of total
revenue, compared to $121.8 million or approximately 76% of total revenue in
fiscal 2007. The decrease in our operating margin percentage is primarily the
result of the increase in operating expenses for the reasons detailed
above.





Other
Expenses—Net.Other
expenses—net increased by approximately $13.8 million in fiscal 2008 to
approximately $45.0 million, compared to other expenses—net of approximately
$31.2 million in fiscal 2007. This increase was due to several factors: (i) an
increase in our debt in connection with the acquisitions of Rocawear,
Official-Pillowtex and Starter; (ii) interest expense related to the Sweet note
(which is discussed below); and (iii) a decrease in interest income related to a
combination of our higher cash balance during fiscal 2007 related to the
proceeds from the convertible notes and a decrease in interest rates on money
invested by us in fiscal 2008. This increase in interest expense was partially
offset by a decrease in interest rates for our variable rate debt (
i.e.,  our term loan facility) and interest income related to our
judgment against Hubert Guez and Apparel Distribution Service LLC, or ADS.
Specifically, for fiscal 2008, there was a total interest expense relating to
the term loan facility, convertible notes and our judgment against Guez and ADS
of approximately $15.5 million, $18.5 million (including non-cash interest of
$12.2 million related to the retrospective implementation of FSP APB 14-1) and
$1.0 million, respectively, with no comparable interest expense in fiscal 2007.
Deferred financing costs increased by $0.3 million in fiscal 2008 to $2.3
million from $2.0 million in fiscal 2007 due to additional financing obtained in
fiscal 2007. Further, during fiscal 2008 we recorded a loss of $0.5 million from
our 50% equity investment in Iconix China. The Sweet note is described in
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations—Obligations and Commitments—the Sweet Note”.





Provision for Income
Taxes.The effective income
tax rate for fiscal 2008wasapproximately 35.2% resulting in the
$34.2 million income tax expense, as compared to an effective income tax rate of
33.5% in fiscal 2007 which resulted ina$30.3 million income tax
expense.




27




Net
Income.Our net income was
$62.9 million in fiscal 2008, compared to net income of $60.3 million in fiscal
2007, 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 finance our operations and our primary source of capital needs for
acquisition has been the issuance of debt and equity securities. At December 31,
2009 and 2008, our cash totaled $201.5 million and $67.3 million, respectively,
including short-term restricted cash of $6.2 million and $0.9 million,
respectively.





On May 5, 2009, we
completed our acquisition of 50% of Hardy Way, a limited liability company
and owner of the Ed Hardy brands, for $17.0 million, $9.0 million of which was
cash paid to the sellers. On October 30, 2009, through the newly formed joint
venture IPH Unltd, we acquired a 51% controlling stake in the joint venture that
owns theEcko portfolio of
brands, including Eckoand
Zoo York, in which IPH
Unltd issued a $90.0 million promissory note, as well as paid $63.5 million in
cash to the sellers.The cash portion of these
transactions were funded entirely from cash on hand.  See Note 2 of
Notes to Consolidated Financial Statements for further details on this
acquisition.





Our term loan facility (as described
below) 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.   For the year ended December 31, 2009, we will repay
approximately $46.8 million of the principal balance, which represents 50% of
the estimated excess cash flow of the subsidiaries subject to the term loan
facility. This amount is now included in the current portion of long-term
debt.





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 to Consolidated Financial Statements for a
description of certain prior financings consummated by us.





As ofDecember 31, 2009, our marketable securities
consist of auction rate securities, herein referred to as ARS. Beginning in the
third quarter of 2007, $13.0 million of our ARS had failed auctions due to sell
orders exceeding buy orders. In December 2008, the insurer of the ARS exercised
its put option to replace the underlying securities of the auction rate
securities with its preferred securities. Further, although these ARS had paid
dividends according to their stated terms, the Company had received notice from
the insurer that the payment of cash dividends will cease after July 31, 2009and only temporarily
reinstated for the 4-week period from December 23, 2009 through January 15,
2010, tobe resumed if the
board of directors of the insurer declares such cash dividends to be payable at
a later date.In
January 2010, we commenced a lawsuit against the broker-dealer of these ARS
alleging, among other things, fraud, and seeking full recovery of the $13.0
million face value of the ARS, as well as legal costs and punitive damages (see
Item. 3 Legal Proceedings).These funds will not be available to us
until a successful auction occurs,a buyer is found outside the auction
processor we realize
recovery through settlement or legal judgment. Prior to the cessation ofregularcash dividend paymentsat 4-week intervals, we estimated the fair value of our ARS
with a discounted cash flow model where we used the expected rate of cash
dividends to be
received.  As regularcash dividend payments have ceased, we
changed our methodology for estimating the fair value of the
ARS.  Beginning June 30, 2009, we estimated the fair value of our ARS
using the present value of the weighted average of several scenarios of recovery
based on our assessment of the probability of each scenario. We considered a
variety of factors in our analysis including: credit rating of the issuer and
insurer, comparable market data (if available), current macroeconomic market
conditions, quality of the underlying securities, and the probabilities of
several levels of recovery and reinstatement of cash dividend
payments.  As the aggregate result of our quarterly evaluations, $13.0
million of our ARS have
been written down to $7.0million as a cumulativeunrealized pre-tax loss of $6.0million to reflect a temporary decrease
in fair value. As the write-down of $6.0million has been identified as a
temporary decrease in fair value, 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 believe this
decrease in fair value is temporary due to general macroeconomic market
conditions.  Further, we have the
ability and intent to hold the ARS until an anticipated full redemption. We
believe our cash flow from future operations and our existing cash on hand will
be sufficient to satisfy our anticipated working capital requirements for the
foreseeable future, regardless of the timeliness of the auction
processor other
recovery.





Changes in Working
Capital





At December 31, 2009 and December 31,
2008 the working capital ratio (current assets to current liabilities) was 2.12
to 1 and 1.29 to 1, respectively. This increase was driven by an increase in
cash as well as the factors set forth below:




28




Operating Activities





Net cash
provided by operating activities increased approximately $29.5 million, from
$89.2 million in fiscal 2008 to $118.7 million in fiscal 2009. This increase in
net cash provided by operating activities of $29.5 million is primarily due to
an increase in net income of $12.8 million from $62.9 million in fiscal 2008 to
$75.7 million in fiscal 2009 for the reasons discussed above, as well as an
aggregate decrease in net cash used in changes in operating assets and
liabilities (net of acquisitions) of $26.1 million from approximately $26.6
million of net cash used in operating activities in fiscal 2008 to approximately
$0.5 million of net cash used in operating activities in fiscal 2009, as well as
$2.3 million of deferred rent in fiscal 2009, as compared to fiscal 2008 which
had no deferred rent, and an increase in our change in the allowance for
doubtful accounts of $2.4 million, from $1.9 million in fiscal 2008 to $4.3
million in fiscal 2009, primarily related to an additional reserve for the
transition of our women’s apparel license for Rocawear.  This increase
in cash was offset by aggregate non-cash adjustments to net income of $10.7
million in fiscal 2009 related to a gain on the transaction for the Joe Boxer
trademark for the Canada territory of $3.7 million and a gain on the Iconix
Europe transaction of $7.0 million, as compared to aggregate non-cash
adjustments to net income in fiscal 2008 of approximately $7.3 million related
to a $2.6 million gain on Iconix China transaction and a non-cash gain of
approximately $4.7 million related to the Iconix Latin America
transaction.  In addition, the non-cash portion of our deferred income
tax provision decreased $7.5 million, from approximately $25.0 in fiscal 2008 to
approximately $17.5 million in fiscal 2009.  Further, non-cash
adjustments to net income related to our equity earnings on joint ventures was
$3.4 million in fiscal 2009, as compared to $0.5 million of equity losses on
joint ventures in fiscal 2008.




Investing Activities





Net cash used in investing activities in fiscal
2009increased $38.9 million, from $44.1
million in fiscal 2008 to $83.0 million in fiscal 2009.  In fiscal
2009, we used $63.5million in connection with the acquisition ofa 51% controlling interest in the Ecko
and Zoo York assets through our consolidated joint venture IPH Unltd, and $9.0
million was used to purchase a 50% of the membership interest of Hardy Way, the
owner of the Ed Hardy brands.  In addition, we paid cash earn-outs
totaling $12.9millionin fiscal 2009
related to prior period acquisitionswhich were recorded as increases to
goodwill, as compared to
cash earn-outs totaling $6.1 million in fiscal 2008.This was offset by $27.6 million used in
connection with our acquisition of Waverly in fiscal 2008, and a decrease of
$2.4 million in our purchases of property and equipment, which was higher in
fiscal 2008 primarily due to the purchase of fixtures for certain
brands..





Financing Activities





Net cashprovided byfinancing activitiesincreased $120.2 million, from $26.9
million of net cash used in financing activities in fiscal 2008 to $93.3 million
of net cash provided by financing activities in fiscal 2009.  The main
driverof this increase of
$120.2 million was $152.8 million of proceeds from our public offering of our
common stock during fiscal 2009.  Additionally, we received a
contribution of $2.1 millionfromthe non-controlling interest of our
joint venture Scion.These
increases in net cash provided by financing activities  were offset by
an increase of $24.9 million in principal payments on our long-term
debt.  Specifically, our payment in March 2009 of 50% of the excess
cash flow from the subsidiaries subject to the term loan facility for fiscal
2008 was $38.7 million, as compared to our payment in March 2008 of 50% of the
excess cash flow from the subsidiaries subject to the term loan facility for
fiscal 2007 was $15.6 million.This was further offset by
the increase in the change in short-term restricted cash of $9.6 million, due to
an aggregate increase in fiscal 2009 of $5.3 million, of which $4.2 million
related to an investment through our joint venture Scion (see Note 2 in Notes to
Consolidated Financial Statements).





Obligations and
commitments




Convertible
notes.In June 2007, we
completed the sale of $287.5 million principal amount of our convertible notes
in a private offering to certain institutional investors from which we received
net proceeds of 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, commencing as of December 31, 2007. AtDecember 31, 2009 and December 31, 2008, the net
debt balance of the convertible notes was $247.7million and $234.0 million,
respectively, which reflects thenet debt carry value of the convertible
notes in accordance with accounting for convertible debt instruments that may be
settled in cash upon conversion, effective for the year ended December 31, 2009
and applied retrospectively as applicable.However, the principal amount owed to
the convertible note holders is $287.5 million.





Concurrently with the sale of the
convertible notes, we purchased note hedges for approximately $76.3 million and
issued warrants to the hedge counterparties for proceeds of approximately $37.5
million. These transactions will generally have the effect of increasing the
conversion price of the convertible notes (by 100% based on the price of our
common stock at the time of the offering). As a result of these transactions, we
recorded a reduction to additional paid-in-capital of $12.1 million. These note
hedges and warrants are separate and legally distinct instruments that bind only
us and the counterparties thereto and have no binding effect on the holders of
the convertible notes.





We utilized the proceeds of the
convertible notes as follows: approximately $233.8 million was used for the
Official-Pillowtex acquisition and approximately $38.8 million was the net
payment for the related convertible note hedge. There are no covenants for this
debt obligation.





Term loan
facility.In connection
with our acquisition of the Rocawear brand in March 2007, we entered into the
term loan facility pursuant to which we borrowed, and received net proceeds of
$212.5 million. Subsequently, in December 2007, in connection with our
acquisition of the Starter brand, we borrowed an additional $63.2 million under
the term loan facility, in connection with which we received net proceeds of
$60.0 million. We may borrow an additional $36.8 million under the terms of the
term loan facility.




29




Our obligations under the term loan
facility are secured by the pledge of our ownership interests in many of our
subsidiaries. In addition, these and other of our subsidiaries have guaranteed
such obligations and their guarantees are secured by a pledge 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. Amounts outstanding under the term loan facility bear interest,
at our 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, with minimum principal
payable in equal quarterly installments in annual aggregate amounts equal to
1.00% of the aggregate principal amount of the loans outstanding, in addition to
an annual payment equal to 50% of the excess cash flow of the subsidiaries
subject to the term loan facility, with any remaining unpaid principal balance
to be due on April 30, 2013, herein referred to as the loan maturity date. Upon
completion of our offering of the convertible notes, the loan maturity date was
accelerated to January 2, 2012. On March 11, 2008, we paid to Lehman Commercial
Paper Inc., or LCPI, for thebenefit of the lenders, $15.6 million,
representing 50% of the excess cash flow for 2007 from the subsidiaries subject
to the term loan facility. As a result of such payment, we are no longer
required to pay the quarterly installments described above. In March 2009, we paid $38.6
million to the lenders, representing 50% of our excess cash flow for 2008 from
the subsidiaries subject to the term loan.  As of December 31, 2009,
$46.8million has been
classified as current portion of long-term debt, which represents 50% of theestimatedexcess cash flow for 2009of the subsidiaries subject to the term
loan facility. AtDecember31, 2009 and December 31, 2008, the
outstanding cash balance under the term loan facility was$219.6and $258.3 million, respectively. The
effective interest rate forfiscal 2009was3.05%, as compared to 5.81% and 7.53% for
fiscal 2008 and fiscal 2007, respectively.As of December 31, 2009 and
2008, wewerein compliance with all material
covenants relating to this debt obligation.





Asset-backed
notes.The financing for
certain of our acquisitions in 2005 and 2006 was accomplished though private
placements of the asset-backed notes, which notes are currently secured by theCandie’s, Bongo, Joe Boxer, Rampage, Mudd and
London Fog trademarks and related intellectual property assets. As ofDecember31, 2009, the aggregate principal
balance of the asset-backed notes was $94.9million. Interest rates and terms on
the outstanding principal amount of the asset-backed notes as ofDecember31, 2009 are as follows: $32.5million principal amount bears interest
at a fixed interest rate of 8.45% witha term ending August 2012,
$14.3million principal
amount bears interest at a fixed rate of 8.12% with a term ending August 2012, and
$48.1million principal
amount bears interest at a fixed rate of 8.99% with a term ending February 2013.
The asset-backed notes have no financial covenants with which we or our
subsidiaries need comply.





As of December 31, 2008, the aggregate
principal balance of the asset-backed notes was $117.1 million. Interest rates
and terms on the outstanding principal amount of the asset-backed notes as of
December 31, 2008 were as follows: $40.6 million principal amount bears interest
at a fixed interest rate of 8.45% and $18.0 million principal amount bears
interest at a fixed rate of 8.12%, each with a term ending in August 2012, and
$58.5 million principal amount bears interest at a fixed rate of 8.99% with a
term ending February 2013.





The aggregate principal amount of the
asset-backed notes is required to be paid by February 22,
2013.





Cash on hand in IP Holdings’ bank
account is restricted at any point in time up to the amount of the next payment
of principal and interest due by it under the asset-backed notes. Accordingly,
as ofDecember31, 2009and 2008, $2.0 million and
$0.9million, respectively,
have been disclosed as restricted cash within our current assets. Further, a
liquidity reserve account has been established and the funds on deposit in such
account are to be applied to the last principal payment due with respect to the
asset-backed notes. Accordingly, the $15.9 million in such reserve account as of
December 31,2009 and2008 have been included on
ourconsolidatedbalance sheets as
restricted cash within our other assets. As of December 31,2009 and2008, wewerein compliance with all material
covenants relating to this debt obligation.





Promissorynote.In connection with the Ecko/Zoo York
transaction, IPH Unltd issued a promissory note to a third party creditor for
$90.0 million.  The obligations of IPH Unltd under the promissory note
are secured by the Ecko portfolio oftrademarks and related intellectual
property assets(including
the Ecko and Zoo York brands) and further guaranteed personally by the minority
owner of IPH Unltd.  Amounts outstanding under the promissory note
bear interest at 7.50% per annum, and is to be repaid in equal quarterly
installments of $2.5 million, with any remaining unpaid principal balance and
accrued interest to be due on June 30, 2014, the promissory note maturity
date.  The promissory note may be prepaid without penalty, and any
prepayment would be applied to the scheduled quarterly principal payments in the
order of their maturity.Thepromissory note hasno financial covenants with which we or
our subsidiaries need comply.Our assets and the assets of
our subsidiaries and joint ventures (other than IPH Unltd) are not available to
satisfy the obligations under the promissory note.





Sweet
note.A description of the
Sweet Sportswear/Unzipped litigation is contained in “Business—Legal
Proceedings”. On April 23, 2002, we acquired the remaining 50% interest in
Unzipped from Sweet Sportswear, or Sweet, for a purchase price comprised of
3,000,000 shares of our common stock and $11.0 million in debt, which was
evidenced by our issuance of a note to Sweet Sportswear, also referred to as the
Sweet note. Prior to August 5, 2004, Unzipped was managed by Sweet pursuant to a
management agreement, which obligated Sweet to manage the operations of Unzipped
in return for, commencing in 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 us 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 us or Sweet. As a
result of such offsets, the balance of the Sweet note was reduced by us to $3.1
million as of December 31, 2006 and $3.0 million as of December 31, 2005 and is
reflected in “long- term debt.” This note bears interest at the rate of 8% per
year and matures in April 2012.




30




In November 2007, in connection with the
judgment entered in the Unzipped litigation, we increased the balance of the
Sweet note by approximately $6.2 million and recorded the expense as a special
charge, and further increased the Sweet note by approximately $2.8 million to
record the related interest and included the charge in interest expense. The
balance of the Sweet note as of December 31,2009 and2008 is approximately $12.2 million and
is included in current portion of long-term debt.





Other.We believe that we will be able to
satisfy our ongoing cash requirements for operations and debt servicing for the
foreseeable future, primarily with cash flow from operations. In addition, as
part of our business growth strategy, we intend, in addition to growing through
the organic development of our brands and expanding internationally, to grow
through acquisitions of additional brands. We anticipate that we would fund any
such acquisitions through a combination of cash, the issuance of equity and/or
debt securities.





The following is a summary of
contractual cash obligations, including interest for the periods indicated that
existed as ofDecember31, 2009:




(000's
    omitted)
                
                2010
                
                
                2011
                
                
                2012
                
                
                2013
                
                
                2014
                
                
                Thereafter
                
                
                TotalConvertible
      notes
                
                $
                -
                
                
                $
                -
                
                
                $
                287,500
                
                
                $
                -
                
                
                $
                -
                
                
                $
                -
                
                
                $
                287,500Term loan
      facility
                
                
                46,849
                
                
                
                -
                
                
                
                172,757
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                219,606Asset-backed
      notes
                
                
                24,216
                
                
                
                26,380
                
                
                
                33,468
                
                
                
                10,801
                
                
                
                -
                
                
                
                -
                
                
                
                94,865Sweet note
                
                
                12,186
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                12,186Promissory
    note
                
                
                10,000
                
                
                
                10,000
                
                
                
                10,000
                
                
                
                10,000
                
                
                
                50,000
                
                
                
                -
                
                
                
                90,000Operating
      leases
                
                
                2,444
                
                
                
                1,639
                
                
                
                1,828
                
                
                
                1,886
                
                
                
                1,932
                
                
                
                19,204
                
                
                
                28,933Earn-out payments on
      acquisitions
                
                
                1,206
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                -
                
                
                
                1,206Employment
      contracts
                
                
                4,604
                
                
                
                3,280
                
                
                
                1,777
                
                
                
                1,000
                
                
                
                -
                
                
                
                -
                
                
                
                10,661Interest
                
                
                23,481
                
                
                
                20,782
                
                
                
                10,501
                
                
                
                4,518
                
                
                
                1,838
                
                
                
                -
                
                
                
                61,120Total contractual cash
      obligations
                
                $
                124,986
                
                
                $
                62,081
                
                
                $
                517,831
                
                
                $
                28,205
                
                
                $
                53,770
                
                
                $
                19,204
                
                
                $
                806,077




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 our 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 their respective customer
bases and fulfill the product requirements of their particular 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 “Risk
Factors,” could adversely affect our licensees’ ability to meet and/or exceed
their contractual 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 United
States, where we primarily compete, have had a significant effect on revenues or
profitability.If there were an adverse
change of 10% in the rate of inflation by less than 10%, the expected effect on
net income would be immaterial.




New Accounting
Standards





In December 2007, the FASB
issued guidance under ASSC Topic 810 Consolidation as it relates to
non-controlling interests
in consolidated financial statements.  This guidanceestablishesaccounting and reporting standards for
the non-controllinginterest (previously referred to as
minority interest) in a subsidiary and for the deconsolidation of a subsidiary.
It clarified that a non-controlling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity,
not as a liability, in the consolidated financial statements. It also requires
disclosure on the face of the consolidated statement of operations of the
amounts of consolidated net income attributable to both the parent and
the noncontrolling interest. This guidance also establishes a single
method of accounting for changes in a parent’s ownership interest in a
subsidiary that do not result in deconsolidation. We adopted this guidance
as required on January 1, 2009 and the results are included
herein.




31




In May 2008, the FASB issued guidance
within ASC Topic 470-20, “Debt with Conversion and Other Options.” This guidancerequires us to allocate the
liability and equity components of our convertible debt and reflect our
non-convertible debt
borrowing ratefor the
interest component of the convertible debt. ASC Topic 470-20 is effective for
financial statements issued
for fiscal yearsbeginning
after December 15, 2008, and is applied retrospectively to all periods presented, and its
requirements are reflected herein.





In April 2009, the FASB issued guidance
within ASC Topic 805, “Business Combinations.” ASC Topic 805 amends the initialrecognition and
measurement, subsequent measurement and accounting, and disclosure of assets and
liabilities arising fromcontingencies in a business combination.
This guidance is effective for assets or liabilities arising from contingencies
in businesscombinations for which the acquisition
date is on or after the beginning of the first annual reporting period beginning
on or afterDecember 15,
2008, and its requirements are reflected herein.





In April 2009, the FASB issuedguidance withinASC Topic 825“Financial Instruments”.This guidancerequiresthat disclosures about the fair value
of a company’s financial instruments be made whenever summarized financial
information for interim reporting periods is made. Theseprovisionsunder ASC Topic 825are effective for interim reporting
periods ending after June 15, 2009, and its requirements are reflected
herein.




In April 2009, the FASB issuedguidance underASC Topic 820“Fair Value Measurements and
Disclosures”.This guidancedoes not change the definition of fair
value as detailed inpreviously issued guidance, but provides additional guidance for
estimating fair value in accordance withASC Topic 820when the volume and level of activity
for the asset or liability have significantly decreased. The provisions ofthis guidanceare effective for interim and annual
reporting periods ending after June 15, 2009, and its requirements are reflected
herein.





In April 2009, the FASB issuedguidance underASC Topic 320“Investments – Debt and Equity
Securities.This guidanceamends 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.This
guidanceaddressesthe determination as to when an
investment is considered impaired, whether that impairment is other than
temporary, and the measurement of an impairment loss.This guidance iseffective for interim and annual
reporting periods ending after June 15, 2009, and its requirements are reflected
herein.




In May 2009, the FASB issuedguidance underASC Topic 855“Subsequent Events”.This guidanceestablishes principles and requirements
for subsequent events, which are events or transactions that occur after the
balance sheet date but before financial statements are issued or are available
to be issued. In particular,this guidancesets forth (a) the period after the
balance sheet date during which management of a reporting entity shall evaluate
events or transactions that may occur for potential recognition or disclosure in
the financial statements, (b) the circumstances under which an entity shall
recognize events or transactions occurring after the balance sheet date in its
financial statements, and (c) the disclosures that an entity shall make about
events or transactions that occurred after the balance sheet date.This guidanceis effective for interim or annual
financial periods ending after June 15, 2009 and is to be applied prospectively.
The adoption ofthis
guidancedid not have a
material impact on our results of operations or our financial
position.





In June 2009, the FASB issuedguidance underASC Topic 810“Consolidation”.This guidanceamends the consolidation guidance for
variable interest entities,
herein referred to as aVIE,by requiring an on-going qualitative
assessment of which entity has the power to direct matters that most
significantly impact the activities of a VIE and has the obligation to absorb
losses orbenefits that could be potentially
significant to the VIE.This guidanceis effective forusbeginning in 2010.We arecurrently assessing the impact of the
standard on its financial statements.





In June 2009, the FASB issuedguidance underASC Topic 105“Generally Accepted Accounting
Principles”. Thisguidancereplacespreviously issued guidanceThe Hierarchy
of Generally Accepted Accounting Principles, and establishes only two levels of
U.S. generally accepted accounting principles,herein referred to asGAAP, authoritative and
non-authoritative. The FASB Accounting Standards Codification (the
“Codification”)hasbecome the source of authoritative,
nongovernmental GAAP, except for rules and interpretive releases of the SEC,
which are sources of authoritative GAAP for SEC registrants. All other
non-grandfathered, non-SEC accounting literature not included in the
Codificationhasbecome non-authoritative. This standard
is effective for financial statements for interim or annual reporting periods
ending after September 15, 2009. The Companybegan usingthe new guidelines and numbering system
prescribed by the Codification when referring to GAAP in the third quarter of
2009. As the Codification was not intended to change or alter existing GAAP, ithas not andwill not have any impact onourconsolidated financial
statements.





In August
2009, the FASB issued guidance under ASC Topic 820 which provides clarification
that in circumstances in which a quoted price in an active market for the
identical liability is not available, a reporting entity is required to measure
fair value using a valuation technique that uses the quoted price of the
identical liability when traded as an asset, quoted prices for similar
liabilities or similar liabilities when traded as assets, or another valuation
technique that is consistent with the principles of ASC Topic
820.  This guidance-5 is effective for the first reporting period
(including interim periods) beginning after issuance. The adoption of ASU No.
2009-5 is not expected to have a material impact on our results of operations or
financial position.





In
October 2009, the FASB issued guidance under ASC Topic 605 regarding revenue
recognition for multiple deliverable revenue arrangements.  This
guidance eliminates the residual method of allocation and requires that
arrangement consideration be allocated at the inception of the arrangement to
all deliverables using the relative selling price method and expands the
disclosures related to multiple deliverable revenue arrangements. This guidance
is effective prospectively for revenue arrangements entered into or materially
modified in fiscal years beginning on or after June 15, 2010, with earlier
adoption permitted. The adoption of  this guidance is not expected to
have a material impact our results of operations or financial
position.




32




In
January 2010, the FASB issued guidance under ASC Topic 810 regarding scope
clarification on accounting and reporting for decreases in ownership of a
subsidiary.  This guidance clarifies that the scope of the decrease in
ownership provisions of ASC Topic 810 applies to a subsidiary or group of assets
that is a business, a subsidiary that is a business that is transferred to an
equity method investee or a joint venture or an exchange of a group of assets
that constitutes a business for a noncontrolling interest in an
entity.  This guidance is effective as of the beginning of the period
in which an entity adopts guidance under ASC Topic 810 regarding non-controlling
interests, and if it has been previously adopted, the first interim or annual
period ending on or after December 15, 2009, applied retrospectively to the
first period that the entity adopted this guidance, and its requirements are reflected
herein.





In
January 2010, the FASB issued guidance under ASC Topic 820 as it relates to
improving disclosures on fair value measurements. This guidance requires new
disclosures regarding transfers in and out of the Level 1 and 2 and activity
within Level 3 fair value measurements and clarifies existing disclosures of
inputs and valuation techniques for Level 2 and 3 fair value measurements. This
guidance also includes conforming amendments to employers’ disclosures about
postretirement benefit plan assets. The new disclosures and clarifications of
existing disclosures are effective for interim and annual reporting periods
beginning after December 15, 2009, except for the disclosure of activity within
Level 3 fair value measurements, which is effective for fiscal years beginning
after December 15, 2010, and for interim periods within those
years.





Critical Accounting
Policies





Several of 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 their retail
customers. Due to our licensing model, we do not have any inventory risk and
have reduced our operating risks, and can reasonably forecast revenues and plan
expenditures based upon guaranteed royalty minimums and sales projections
provided by our retail licensees.




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 guidance
under ASC Topic 350 Intangibles Goodwill and Other, which changed the accounting
for goodwill from an amortization method to an impairment-only approach. Upon
our adoption of this guidance, on February 1, 2002, we ceased amortizing
goodwill. As prescribed under this guidance, we had goodwill tested for
impairment during the years ended December 31, 2009, 2008 and 2007, and no
write-downs from impairments were necessary. Our tests for impairment utilize
discounted cash flow models to estimate the fair values of the individual
assets. Assumptions critical to our fair value estimates are as follow: (i)
discount rates used to derive the present value factors used in determining the
fair value 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 fair value of
the assets to their carrying amount.  For the years ended December 31,
2009, 2008, and 2007 there was no impairment present for these long-lived
assets.





Effective January 1, 2006, we
adopted guidance under ASC Topic 718 Compensation – Stock
Compensation,  which requires companies to measure and recognize
compensation expense for all stock-based payments at fair value. Under this
guidance, 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 this
guidance, 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.




33




We account for income taxes in
accordance with guidance under ASC Topic 740 Income Taxes. Under this guidance,
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 this guidance, 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 our 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 guidance under ASC Topic 740,
beginning January 1, 2007, as it relates to uncertain tax positions. The
implementation of this guidance did not have a significant impact on our
financial position or results of operations. The total unrecognized taxbenefit was $1.1 million at the date of
adoption. At December 31, 2009, the total unrecognized taxbenefit was $1.2 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, 2009. We file federal
and state tax returns and we are generally no longer subject to tax examinations
for fiscal years prior to 2006.





Marketable
securities, which are accounted for as available-for-sale, are stated at fair
value in accordance with guidance under ASC Topic 320 Debt and Equity
Securities, and consist of auction rate securities. Temporary changes in fair
market 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 guidance under ASC Topic 820 Fair Value
Measurements and Disclosures, which establishes a framework for measuring fair
value and requires expanded disclosures about fair value measurement. While this
guidance does not require any new fair value measurements in its application to
other accounting pronouncements, it does emphasize that a fair value measurement
should be determined based on the assumptions that market participants would use
in pricing the asset or liability. Our assessment of the significance of a
particular input to the fair value measurement requires judgment and may affect
the valuation.  Although we believe our judgments,estimates
and/or assumptions used in determining fair value are reasonable, making
material changes to such judgments, estimates and/or assumptions could
materially affect such impairment analyses and our financial
results.





Other significant accounting policies
are summarized in Note 1 of Notes to Consolidated Financial
Statements.




Item 7A. Quantitative and Qualitative
Disclosures about Market Risk





We limit exposure to foreign currency
fluctuations by requiring substantially all of our licenses to be denominated in
U.S. dollars.  Our note receivable due from the purchasers of the
Canadian trademark for Joe Boxer is denominated in Canadian
dollars.  If there were an adverse change of 10% in the exchange rate
from Canadian dollars to U.S. dollars, the expected effect on net income would
be immaterial.





We are 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 December 31, 2009, we had approximately $217.6 million
in variable interest debt under our term loan facility. To mitigate interest
rate risks, we have purchased derivative financial instruments such as interest
rate hedges to convert certain portions of our 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.





We invested in certain auction rate
securities, herein referred to as ARS. During fiscal 2009, our balance of ARS
failed to auction due to sell orders exceeding buy orders, and the insurer of
the ARS exercised its put option to replace the underlying securities of the ARS
with its preferred securities.Further, although the ARS had paid cash
dividends according to their stated terms, the payment of cash dividends
ceased after July 31, 2009 and only temporarily reinstated for the four week
period from December 23, 2009 to January 15, 2010,and wouldbe resumedonlyif the board of directors of the insurer
declares such cash dividends to be payable at a later date.  InJanuary 2010, we commenced a lawsuit against the
broker-dealer of these ARS
alleging,among other things,fraud, andseeking full recovery of the $13.0
million face value of the ARS, as well as legal costs and punitive
damages.  These funds will not be available to usunlessa successful auction occurs, a buyer is
found outside the auction process, or if we realize recovery through settlement
or legal judgmentof the
action brought against the broker-dealer.We estimated the fair value of our ARS
to be $7.0 million, using the present value of the weighted average of several
scenarios of recovery based on our assessment of the probability of each
scenario. We believe this decrease in fair value is temporary due to
general macroeconomic market conditions. Further, we have the ability and
intent to hold the ARS until an anticipated full redemption. The cumulative
effect of the failure to auction since the third quarter of fiscal 2007 has
resulted in an accumulated other comprehensive loss of $6.0 million which is
reflected in the stockholders’ equity section of the consolidated balance
sheet.





As described elsewhere in Note 5 of the
Notes to Consolidated Financial Statements, in connection with the initial sale
of our convertible notes, we entered into convertible note hedges with
affiliates of Merrill Lynch, Pierce, Fenner & Smith Incorporated and
Lehman Brothers Inc. At such time, the hedging transactions were expected, but
were not guaranteed, to eliminate the potential dilution upon conversion of the
convertible notes. Concurrently, we entered into warrant transactions with the
hedge counterparties.




34




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 bankruptcy
court. We had purchased 40% of the convertible note hedges from Lehman OTC and
we had sold 40% of the warrants to Lehman OTC. If Lehman OTC does not perform
such obligations and the price of our common stock exceeds the $27.56 conversion
price (as adjusted) of the convertible notes, the effective conversion price of
the Convertible Notes (which is higher than the actual $27.56 conversion price
due to these hedges) would be reduced and our existing stockholders may
experience dilution at the time or times the convertible notes are converted. On
September 17, 2009, we filed proofs of claim with the bankruptcy court relating
to the Lehman OTC convertible note hedges. We will continue to monitor the
bankruptcy filings of Lehman Holdings and Lehman OTC with respect to such
claims. We currently believe, although there can be no
assurances,  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.





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.




Item 8.Financial Statements
and Supplementary Data




The financial statements and
supplementary data required to be submitted in response to this Item 8 are set
forth after Part IV, Item 15 of this report.





Item 9.Changes in and
Disagreements with Accountants on Accounting and Financial
Disclosure




Not applicable.




Item 9A. 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
December 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
December 31, 2009 that has materially affected, or is reasonably likely to
affect, the Company’s internal control.





35




MANAGEMENT'S ANNUAL REPORT ON INTERNAL
CONTROL OVER FINANCIAL REPORTING




February 26, 2010




To the Stockholders of Iconix Brand
Group, Inc.




The management of Iconix Brand Group,
Inc. is responsible for establishing and maintaining adequate internal control
over financial reporting for the Company and for the preparation, integrity,
objectivity and fair presentation of the financial statements and other
financial information presented in this report. The financial statements have
been prepared in conformity with accounting principles generally accepted in the
United States of America and reflect the effects of certain judgments and
estimates made by management.





In order to ensure that our internal
control over financial reporting is effective, management regularly assesses
such controls and did so most recently for our financial reporting as of
December 31, 2009. This assessment was based on criteria for effective internal
control over financial reporting described in Internal Control - Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission, referred to as COSO. Our assessment included the documentation and
understanding of our internal control over financial reporting. We have
evaluated the design effectiveness and tested the operating effectiveness of
internal controls to form our conclusion.





Our internal control over financial
reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles. Our internal control over financial reporting includes those
policies and procedures that pertain to maintaining records that, in reasonable
detail, accurately and fairly reflect transactions and dispositions of assets,
providing reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, assuring that receipts and expenditures are being made in
accordance with authorizations of our management and directors and providing
reasonable assurance regarding prevention or timely detection of unauthorized
acquisition, use or disposition of assets that could have a material effect on
our financial statements.





Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.





Based on this assessment, the
undersigned officers concluded that our internal controls and procedures are
effective in timely alerting them to material information required to be
included in our periodic SEC filings and that information required to be
disclosed by us in these periodic filings is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and forms and that
our internal controls are effective to provide reasonable assurance that our
financial statements are fairly presented in conformity with generally accepted
accounting principles.





The Audit Committee of our Board of
Directors, which consists of independent, non-executive directors, meets
regularly with management, the internal auditors and the independent accountants
to review accounting, reporting, auditing and internal control matters. The
committee has direct and private access to both internal and external
auditors.





BDO Seidman, LLP, the independent
registered public accounting firm who audits our financial statements, has
audited our internal control over financial reporting as of December 31, 2009
and has issued their report on our internal control over financial reporting as
of December 31, 2009.





36




REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM





Board of Directors and
Stockholders


Iconix Brand Group,
Inc.


New York, New York




We have audited Iconix Brand Group, Inc.
and Subsidiaries’ internal control over financial reporting as of December 31,
2008, based on criteria established inInternal Control - Integrated Frameworkissued by the Committee of
Sponsoring Organizations of the Treadway Commission (the COSO criteria). Iconix
Brand Group, Inc.’s management is responsible for maintaining effective internal
control over financial reporting and for its assessment of the effectiveness of
internal control over financial reporting, included in the accompanying
“Management’s Annual Report on Internal Control Over Financial Reporting”. Our
responsibility is to express an opinion on the Company’s internal control over
financial reporting based on our audit.




We conducted our audit in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether effective internal control over financial
reporting was maintained in all material respects. Our audit included obtaining
an understanding of internal control over financial reporting, assessing the
risk that a material weakness exists, and testing and evaluating the design and
operating effectiveness of internal control based on the assessed risk. Our
audit also included performing such other procedures as we considered necessary
in the circumstances. We believe that our audit provides a reasonable basis for
our opinion.




A company’s internal control over
financial reporting is a process designed to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
financial statements for external purposes in accordance with generally accepted
accounting principles. A company’s internal control over financial reporting
includes those policies and procedures that (1) pertain to the maintenance of
records that, in reasonable detail, accurately and fairly reflect the
transactions and dispositions of the assets of the company; (2) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company’s
assets that could have a material effect on the financial
statements.




Because of its inherent limitations,
internal control over financial reporting may not prevent or detect
misstatements. Also, projections of any evaluation of effectiveness to future
periods are subject to the risk that controls may become inadequate because of
changes in conditions, or that the degree of compliance with the policies or
procedures may deteriorate.




In our opinion, Iconix Brand Group, Inc
maintained, in all material respects, effective internal control over financial
reporting as of December 31, 2009, based on the COSO
criteria.




We also have audited, in accordance with
the standards of the Public Company Accounting Oversight Board (United States),
the consolidated balance sheets of Iconix Brand Group, Inc. as of December 31,
2009 and 2008, and the related consolidated statements of income, stockholders’
equity, and cash flows for each of the three years in the period ended December
31, 2009 and our report dated February 26, 2010 expressed an unqualified opinion
thereon.




/s/ BDO
Seidman LLP




New York, New York


February 26, 2010





37




Item 9B. Other
Information





None.





PART III





Item 10. Directors, Executive
Officers and Corporate Governance.





The
information required by this item concerning our directors, executive officers
and certain corporate governance matters is incorporated by reference from our
definitive proxy statement relating to our  Annual Meeting of
Stockholders to be held in 2010 (“2010 Definitive Proxy Statement”) to be filed
with the SEC.





Code
of Business Conduct





We
have adopted a written code of business conduct that applies to our
officers, directors and employees.


Copies
of our code of business conduct are available, without charge, upon written
request directed to our corporate secretary at Iconix Brand Group, Inc.,
1450 Broadway, New York, NY 10018.




Item 11. Executive
Compensation.





The
information required under this item is hereby incorporated by reference from
our 2010 Definitive Proxy Statement.





Item
12. Security Ownership
of Certain Beneficial Owners and Management and Related Stockholder
Matters.





The
information required under this item is hereby incorporated by reference from
our 2010 Definitive Proxy Statement.





Item 13. Certain Relationships and
Related Transactions, and Director Independence.





The
information required under this item is hereby incorporated by reference from
our 2010 Definitive Proxy Statement.





Item 14. Principal Accounting Fees
and Services.





The
information required under this item is hereby incorporated by reference from
our 2010 Definitive Proxy Statement.





38




PART IV




Item 15. Exhibits,
Financial Statement Schedules





(a) Documents included as part of
this Annual Report




1. The following consolidated financial
statements are included in this Annual Report:




- Report of Independent Registered
Public Accounting Firm




- Consolidated Balance sheets - December
31, 2009 and 2008




- Consolidated Income Statements for the
years ended December 31, 2009, 2008 and 2007




- Consolidated Statements of
Stockholders' Equity for the ended December 31, 2009, 2008 and
2007




- Consolidated Statements of Cash Flows
for the year ended December 31, 2009, 2008 and 2007




- Notes to Consolidated Financial
Statements




2. The following financial statement
schedules are included in this Annual Report:




- Report of Independent Registered
Public Accounting Firm on Financial Statement Schedule




- Schedule for the year ended December
31, 2009, 2008 and 2007




·- Schedule II Valuation and qualifying
accounts




All other schedules for which provision
is made in the applicable accounting regulation of the Securities and Exchange
Commission are not required under the related instructions or are inapplicable
and therefore have been omitted.




3. See the Index to Exhibits for a list
of exhibits filed as part of this Annual Report.




(b) See Item (a) 3
above.




(c) See Item (a) 2
above.




39




SIGNATURES




Pursuant to the requirements of Section
13 or 15(d) 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.Date: February 26,
      2010
                  By:
                  /s/ Neil
      ColeNeil Cole,
                    President and Chief Executive
      Officer
                    (Principal Executive
      Officer)




Pursuant to the requirements of the
Securities Exchange Act of 1934, this report has been signed by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated:




Name
            
            Title
            
            Date/s/ Neil
      ColeNeil Cole
            
            Chairman of the Board, President
      and Chief Executive Officer
              (Principal Executive
      Officer)
            
            February 26,
      2010/s/
      Warren
      ClamenWarren
    Clamen
            
            Chief Financial
      Officer
              (Principal Financial and
      Accounting Officer)
            
            February 26,
      2010/s/
      Barry
      EmanuelBarry
    Emanuel
            
            Director
            
            February 26,
      2010/s/
      Drew
      CohenDrew Cohen
            
            Director
            
            February 26,
      2010/s/
      F. Peter
      CuneoF. Peter
    Cuneo
            
            Director
            
            February 26,
      2010/s/
      Mark
      FriedmanMark
    Friedman
            
            Director
            
            February 26,
      2010/s/
      Steven
      MendelowSteven
    Mendelow
            
            Director
            
            February 26,
      2010/s/
      James A.
      MarcumJames A.
    Marcum
            
            Director
            
            February 26,
      2010




40




Index to Exhibits





Exhibit
                Numbers
              
              Description2.1
              
              Asset Purchase dated October 29,
      2004 by and among B.E.M. Enterprise, Ltd., Escada (USA) Inc., the Company
      and Badgley Mischka Licensing LLC (1)2.2
              
              Asset Purchase Agreement dated
      July 22, 2005 by and among the Company, Joe Boxer Company, LLC, Joe Boxer
      Licensing, LLC, JBC Canada Holdings, LLC, Joe Boxer Canada, LP, and
      William Sweedler, David Sweedler, Alan Rummelsburg, Joseph Sweedler and
      Arnold Suresky (2)2.3
              
              Asset Purchase Agreement dated
      September 16, 2005 by and among the Company, Rampage Licensing, LLC,
      Rampage.com, LLC, Rampage Clothing Company, Larry Hansel, Bridgette Hansel
      Andrews, Michelle Hansel, Paul Buxbaum and David Ellis
      (3)2.4
              
              Merger Agreement dated as of March
      31, 2006 by and among the Company, Moss Acquisition Corp., Mossimo, Inc.,
      and Mossimo Giannulli (4)2.5
              
              Asset Purchase Agreement dated as
      of March 31, 2006, between the Company and Mudd (USA) LLC
      (5)2.6
              
              Amendment dated April 11, 2006 to
      Asset Purchase Agreement dated as of March 31, 2006 between the Company
      and Mudd (USA), LLC. (6)2.7
              
              Asset Purchase Agreement, dated as
      of August 21, 2006, between the Company and London Fog Group, Inc.
      (7)2.8
              
              Asset Purchase Agreement, dated as
      of October 31, 2006, between the Company, The Warnaco Group, Inc., and
      Ocean Pacific Apparel Corp. (including the forms of the Note and the
      Registration Rights Agreement) (27)+2.9
              
              Assets Purchase Agreement dated as
      of February 21, 2007 by and among the Company, Danskin, Inc. and Danskin
      Now, Inc. (28)+**2.10
              
              Asset Purchase Agreement dated
      March 6, 2007 by and among the Company, Rocawear Licensing LLC, Arnold
      Bize, Shawn Carter and Naum Chernyavsky (29)+2.11
              
              Purchase and Sale Agreement, dated
      September 6, 2007, by and among the Company, Official Pillowtex LLC and
      the Sellers of interests in Official Pillowtex, LLC (“the Sellers”)
      (32)+2.12
              
              Asset Purchase Agreement dated
      November 15, 2007 by and among the Company, Exeter Brands Group LLC and
      NIKE, Inc. (34)+2.13
              
              Asset Purchase Agreement by and
      among NexCen Brands, Inc., NexCen Fixed Asset Company ,
      LLC,   NexCen Brand Management, Inc., WV IP Holdings, LLC
      and  the Company dated September 29, 2008
      (39)+2.14
              
              Contribution and Sale Agreement
      dated October 26, 2009  by and among the Registrant, IP Holder
      LLC, now known as IP Holdings Unltd LLC, Seth Gerszberg, Suchman LLC,
      Yakira, L.L.C., Ecko.Complex, LLC,  Zoo York LLC and Zoo York
      THC LLC. + (46)3.1
              
              Certificate of Incorporation, as
      amended (8)3.2
              
              Restated and Amended By-Laws
      (9)4.1
              
              Rights Agreement dated January 26,
      2000 between the Company and Continental Stock Transfer and Trust Company
      (10)4.2
              
              Fifth Amended and Restated
      Indenture dated of August 28, 2006 by and between IP Holdings LLC, as
      issuer, and Wilmington Trust Company as Trustee
  (7)4.3
              
              Indenture, dated June 20, 2007
      between the Company and The Bank of New York
(31)4.4
              
              Registration Rights Agreement,
      dated June 20, 2007, by and among the Company, Merrill Lynch, Pierce,
      Fenner & Smith, Incorporated and Lehman Brothers Inc.
      (31)10.1
              
              1997 Stock Option Plan of the
      Company (12)*





41




Exhibit
              Numbers
            
            Description10.2
            
            2000 Stock Option Plan of the
      Company (13)*10.3
            
            2001 Stock Option Plan of the
      Company (14)*10.4
            
            2002 Stock Option Plan of the
      Company (15)*10.5
            
            Non -Employee Director Stock
      Incentive Plan (16)*10.6
            
            401(K) Savings Plan of the Company
      (17)10.7
            
            Employment Agreement between Neil
      Cole and the Company dated January 28, 2008 (9)*10.8
            
            Membership Interest Purchase
      Agreement dated as of May 4, 2009 by and among theRegistrant, Donald Edward Hardy
      and Francesca Passalacqua, trustees of the Hardy/Passalacqua Family
      Revocable Trust and Donald Edward Hardy. + (47)10.9
            
            2009
      Equity Incentive Plan*(49)10.15
            
            Option Agreement of Neil Cole
      dated November 29, 1999 (17)*10.16
            
            Iconix Brand Group, Inc. 2006
      Equity Incentive Plan and forms of options granted thereunder
      (37)*10.17
            
            Restricted Stock Agreement dated
      September 22, 2006 between the Company and Andrew Tarshis
      (24)*10.18
            
            Restricted Stock Agreement dated
      September 22, 2006 between the Company and Deborah Sorell Stehr
      (24)*10.19
            
            Form of Restricted Stock Agreement
      for officers under the Iconix Brand Group, Inc. 2006 Equity Incentive Plan
      (25)*10.20
            
            Form of Restricted Stock Agreement
      for Directors under the Iconix Brand Group, Inc. 2006 Equity Incentive
      Plan (25)*10.21
            
            8% Senior Subordinated Note due
      2012 of the Company payable to Sweet Sportswear, LLC
      (20)10.22
            
            Letter Agreement dated October 29,
      2004 among UCC Funding Corporation, Content Holdings, Inc., the Company
      and Badgley Mischka Licensing LLC (1)10.23
            
            Form of Option Agreement under the
      Company’s 1997 Stock Option Plan (18)*10.24
            
            Form of Option Agreement under the
      Company’s 2000 Stock Option Plan (18)*10.25
            
            Form of Option Agreement under the
      Company’s 2001 Stock Option Plan (18)*10.26
            
            Form of Option Agreement under the
      Company’s 2002 Stock Option Plan (18)*10.27
            
            Agreement dated June 2, 2006 among
      the Company, UCC Consulting, Content Holdings, James Haran and Robert
      D’Loren (44)10.28
            
            Common Stock Purchase Warrant
      issued to UCC Consulting Corporation (45)10.29
            
            Purchase and Sale Agreement dated
      June 2, 2006 by and among the Company, Content Holdings, Robert D’Loren,
      Seth Burroughs and Catherine Twist (44)10.30
            
            Loan and Security Agreement dated
      as of October 31, 2006 among Mossimo Holdings LLC, Mossimo Management LLC,
      and Merrill Lynch Mortgage Capital Inc., as agent and lender
      (11)+10.31
            
            Guaranty dated as of October 31,
      2006 by the Company in favor of Merrill Lynch Mortgage Capital Inc., as
      agent (11)10.32
            
            Registration Rights Agreement
      dated as of March 9, 2007 by and between the Company and Danskin, Inc.
      (28)10.33
            
            Registration Rights Agreement
      dated March 30, 2007 by and between the Company and Rocawear Licensing LLC
      (29)




42




Exhibit
                  Numbers
                
                Description10.34
                
                Amended and Restated Credit
      Agreement dated as of May 2, 2007 by and among the Company, Lehman
      Brothers Inc. as Arranger, and Lehman Commercial Paper Inc., as Lender, as
      Syndication Agent and as Administrative Agent
  (30)+10.35
                
                Guarantee and Collateral Agreement
      made by the Company and certain of its subsidiaries in favor of Lehman
      Commercial Paper Inc., as Administrative Agent
  (30)+10.36
                
                Purchase Agreement, dated June 14,
      2007, by and among the Company, Merrill Lynch, Pierce, Fenner & Smith,
      Incorporated and Lehman Brothers Inc. (31)10.37
                
                Letter Agreement Confirming OTC
      Convertible Note Hedge, dated June 19, 2007 among the Company, Merrill
      Lynch International and, solely in its capacity as agent thereunder,
      Merrill Lynch, Pierce, Fenner & Smith Incorporated
      (31)10.38
                
                Letter Agreement, Confirming OTC
      Convertible Note Hedge, dated June 19, 2007, among the Company, Lehman
      Brothers - OTC Derivatives Inc. and, solely in its capacity as agent
      thereunder, Lehman Brothers (31)10.39
                
                Letter Agreement, Confirming OTC
      Warrant transaction, dated June 19, 2007, among the Company, Merrill Lynch
      International and, solely in its capacity as agent thereunder, Merrill
      Lynch, Pierce, Fenner & Smith Incorporated
  (31)10.40
                
                Letter Agreement, Confirming OTC
      Warrant Transaction, dated June 19, 2007, among the Company, Lehman
      Brothers OTC Derivatives Inc. and, solely in its capacity as agent
      thereunder, Lehman Brothers (31)10.41
                
                Escrow Agreement dated September
      6, 2007 by and between the Company, Ben Kraner, on behalf of the Sellers,
      as each Seller’s authorized attorney-in-fact, and U.S. Bank National
      Association, as escrow agent (32)10.42
                
                Note and Security Agreement dated
      November 7, 2007 made by Artful Holdings, LLC in favor of the Company
      (33)10.43
                
                Restricted Stock Grant Agreement
      dated February 19, 2008 between the Company and Neil Cole
      (42)*10.44
                
                Restricted Stock Performance Unit
      Agreement dated February 19, 2008 between the Company and Neil Cole
      (42)*10.45
                
                Lease dated as of November 12,
      2007 with respect to the Company’s Executive Offices
      (42)10.46
                
                Iconix Brand Group, Inc. Executive
      Incentive Bonus Plan (35)10.47
                
                Transition Services Agreement
      between the Company and David Conn (38)10.48
                
                Employment Agreement dated
      November 11, 2008 between the Company and Andrew Tarshis
      (40)*10.49
                
                Employment Agreement dated
      November 11, 2008 between the Company and Warren  Clamen
      (40)*10.50
                
                Agreement
      dated  May  2008 between the Company and Neil
      Cole.(36)*10.51
                
                Agreement dated December 24, 2008
      between the Company and Neil Cole (41)*10.52
                
                Form of restricted stock agreement
      under the 2009 Equity Incentive Plan* (48)10.53
                
                Form of stock option agreement
      under the 2009 Equity Incentive Plan* (48)10.54
                
                Restricted Stock Performance Unit
      Agreement with Neil Cole dated September 23, 2009*
    (48)10.55
                
                Restricted Stock Agreement with
      Warren Clamen dated September 22, 2009* (48)10.56
                
                Restricted Stock Agreement with
      Andrew Tarshis dated September 22, 2009* (48)10.57
                
                Employment Agreement dated
      November 17, 2009 between the Company and Yehuda Shmidman* ++10.58
                
                Employment Agreement dated
      February 26, 2009
      between the Company and David Blumberg* ++10.59
                
                Restricted
      Stock Agreement with David Blumberg dated September 22,
      2009*++21
                
                Subsidiaries of the Company
      ++23
                
                Consent of BDO Seidman, LLP
      ++31.1
                
                Certification of Chief Executive
      Officer Pursuant To Rule 13a-14 Or 15d-14 Of The Securities Exchange Act
      Of 1934, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act Of
      2002 ++31.2
                
                Certification of Principal
      Financial Officer Pursuant To Rule 13a-14 Or 15d-14 Of The Securities
      Exchange Act Of 1934, As Adopted Pursuant To Section 302 Of The
      Sarbanes-Oxley Act of 2002 ++32.1
                
                Certification of Chief Executive
      Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section
      906 Of The Sarbanes-Oxley Act of 2002 ++32.2
                
                Certification of Principal
      Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted pursuant
      To Section 906 Of The Sarbanes-Oxley Act Of 2002
  ++




43




Exhibit
              Numbers
            
            Description99.1
            
            Note Purchase Agreement by and
      among IP Holdings LLC, the Company and Mica Funding, LLC, dated April 11,
      2006 (26)+99.2
            
            Note Purchase Agreement by and
      among IP Holdings LLC, the Company and Mica Funding, LLC, dated August 28,
      2006 (7)+99.3
            
            Agreement for Creative Director
      Services dated as of October 31, 2006 by and among the Company, Mossimo,
      Inc. and Mossimo Giannulli
(11)









(1)
              Filed as an exhibit to the
      Company's Quarterly Report on Form 10-Q for the quarter ended October 31,
      2004 and incorporated by reference
  herein.





(2)
              Filed as an exhibit to the
      Company's Current Report on Form 8-K for the event dated July 22, 2005 and
      incorporated by reference
herein.





(3)
              Filed as an exhibit to the
      Company's Current Report on Form 8-K for the event dated September 16,
      2005 and incorporated by reference
  herein.





(4)
              Filed as an exhibit to the
      Company's Current Report on Form 8-K for the event dated March 31, 2006
      (SEC accession No. 0000950117-06-001668) and incorporated by reference
      herein.





(5)
              Filed as an exhibit to the
      Company's Current Report on Form 8-K for the event dated March 31, 2006
      (SEC accession No. 0000950117-06-001669) and incorporated by reference
      herein.





(6)
              Filed as an exhibit to the
      Company's Quarterly Report on Form 10-Q for the quarter ended June 30,
      2006 and incorporated by reference
  herein.





(7)
              Filed as an exhibit filed to the
      Company's Current Report on Form 8-K for the event dated August 28, 2006
      and incorporated by reference
herein.





(8)
              Filed as an exhibit to the
      Company's Quarterly Report on Form 10-Q for the quarter ended September
      30, 2007 and incorporated by reference
  herein.





(9)
              Filed as an exhibit to the
      Company’s Current Report on Form 8-K for the event dated January 28, 2008
      and incorporated by reference
herein.





(10)
              Filed as an exhibit to the
      Company’s Current Report on Form 8-K for the event dated January 26, 2000
      and incorporated by reference
herein.





(11)
              Filed as an exhibit to the
      Company’s Current Report on form 8-K for the event dated October 31, 2006
      (SEC accession no. 0001144204-06-045497) and incorporated by reference
      herein.





(12)
              Filed as an exhibit to the
      Company’s Quarterly Report on Form 10-Q for the quarter ended October 31,
      1997 and incorporated by reference
  herein.





(13)
              Filed as Exhibit A to the
      Company’s definitive Proxy Statement dated July 18, 2000 as filed on
      Schedule 14A and incorporated by reference
  herein.




44




(14)
              Filed as an exhibit to the
      Company’s Annual Report on Form 10-K for the year ended January 31, 2002
      and incorporated by reference
herein.





(15)
              Filed as Exhibit B to the
      Company’s definitive proxy statement dated May 28, 2002 as filed on
      Schedule 14A and incorporated by reference
  herein.





(16)
              Filed as Appendix B to the
      Company’s definitive Proxy Statement dated July 2, 2001 as filed on
      Schedule 14A and incorporated by reference
  herein.





(17)
            Filed as an exhibit to the
      Company’s Annual Report on Form 10-K for the year ended January 31, 2003
      and incorporated by reference
herein.




(18)
              Filed as an exhibit to the
      Company’s Transition Report on Form 10-K for the transition period from
      February 1, 2004 to December 31, 2004 and incorporated by reference
      herein.





(19)
              Intentionally
      omitted.





(20)
              Filed as an exhibit to the
      Company’s Quarterly Report on Form 10-Q for the quarter ended October 31,
      2002 and incorporated by reference
  herein.





(21)
              Intentionally
      omitted.





(22)
              Intentionally
      omitted.





(23)
              Intentionally
      omitted.





(24)
              Filed as an exhibit to the
      Company's Current Report on Form 8-K for the event dated September 22,
      2006 and incorporated by reference
  herein.





(25)
              Filed as an exhibit to the
      Company's Quarterly Report on Form 10-Q for the quarter ended September
      30, 2006 and incorporated by reference
  herein.





(26)
              Filed as an exhibit to the
      Company's Current Report on Form 8-K for the event dated April 11, 2006
      and incorporated by reference
herein.





(27)
              Filed as an exhibit to the
      Company's Current Report on Form 8-K for the event dated October 31, 2006
      (SEC accession no. 0001144204-06-0455507) and incorporated by reference
      herein.




45




(28)
              Filed as an exhibit to the
      Company's Current Report on Form 8-K for the event dated March 9, 2007 and
      incorporated by reference
herein.





(29)
              Filed as an exhibit to the
      Company's Current Report on Form 8-K for the event dated March 30, 2007
      and incorporated by reference
herein.





(30)
              Filed as an exhibit to the
      Company's Current Report on Form 8-K for the event dated May 1, 2007 and
      incorporated by reference
herein.





(31)
              Filed as an exhibit to the
      Company's Current Report on Form 8-K for the event dated June 14, 2007 and
      incorporated by reference
herein.





(32)
              Filed as an exhibit to the
      Company's Current Report on Form 8-K for the event dated October 3, 2007
      and incorporated by reference
herein.





(33)
              Filed as an exhibit to the
      Company's Current Report on Form 8-K for the event dated November 7, 2007
      and incorporated by reference
herein.





(34)
            Filed as an exhibit to the
      Company's Current Report on Form 8-K for the event dated December 17, 2007
      and incorporated by reference
herein.




(35)
            Filed as Annex B to the Company’s
      Definitive Proxy Statement on Schedule 14A filed with the SEC on April 7,
      2008 and incorporated by reference
  herein.




(36)
            Filed as an exhibit to the
      Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
      2008 and incorporated by reference
  herein.




(37)
            Filed as an exhibit to the
      Company’s Current Report on Form 8-K for the event dated July 31, 2008 and
      incorporated by reference
herein.




(38)
            Filed as an exhibit to the
      Company’s Current Report on Form 8-K for the event dated August 13, 2008
      and incorporated by reference
herein.





(39)
            Filed as an exhibit to the
      Company’s Current Report on Form 8-K for the event dated September 29,
      2008 and incorporated by reference
  herein.




(40)
            Filed as an exhibit to the
      Company’s Current Report on Form 8-K for the event dated November 11, 2008
      and incorporated by reference
herein.




(41)
            Filed as an exhibit to the
      Company’s Current Report on Form 8-K for the event dated December 24, 2008
      and incorporated by reference
herein.




(42)
            Filed as an exhibit to the
      Company’s Annual Report on Form 10-K for the period ended December 31,
      2007 and incorporated by reference
  herein.




(43)
              Intentionally
      omitted.





(44)
              Filed as an exhibit to the
      Company’s Current Report on Form 8-K for the event dated June 2, 2006 and
      incorporated by reference
herein.




46




(45)
            Filed as an exhibit to the
      Company’s Quarterly Report on Form 10-Q for the quarter ended June 30,
      2005 and incorporated by reference
  herein.





(46)
            Filed as an exhibit to the
      Company’s Current Report on Form 8-K for the event dated October 30, 2009
      and incorporated herein by
reference.





(47)
            Filed as an exhibit to the
      Company’s Current Report on Form 8-K for the event dated May 4, 2009 and
      incorporated herein by
reference.




(48)
                Filed
      as an exhibit to the Company’s Quarterly Report on Form 10-Q for the
      quarter ended September 30, 2009 and incorporated herein by
      reference.(49)
                Filed
      as Annex A to the Company’s Definitive Proxy Statement on Schedule 14A
      filed with the SEC on June 29, 2009 and incorporated by reference
      herein.





* Denotes management compensation plan
or arrangement





+ Schedules and exhibits have been
omitted pursuant to Item 601(b)(2) of Regulation S-K. Iconix Brand Group, Inc.
hereby undertakes to furnish supplementally to the Securities and Exchange
Commission copies of any of the omitted schedules and exhibits upon request by
the Securities and Exchange Commission.




** Portions of this document have been
omitted and were filed separately with the Securities and Exchange Commission
pursuant to a request for confidential treatment, which was granted under
Rule 24b-2 of the Securities Exchange Act of 1934.





++ Filed
herewith.





47




Annual Report on Form
10-K




Item 8, 15(a)(1) and (2), (c) and
(d)





List of Financial Statements and
Financial Statement Schedule





Year ended December 31,
2009





Iconix Brand Group, Inc. and
Subsidiaries




Iconix Brand Group, Inc. and
Subsidiaries




Form 10-K





Index to Consolidated Financial
Statements and Financial Statement Schedule




The following consolidated financial
statements of Iconix Brand Group Inc. and subsidiaries are included in Item
15:




Report of Independent Registered
      Public Accounting Firm
            
            
            49Consolidated Balance Sheets -
      December 31, 2009 and 2008
            
            
            50Consolidated Income Statements for
      the years ended December 31, 2009, 2008 and 2007
            
            
            51Consolidated Statements of
      Stockholders' Equity for the years ended December 31, 2009, 2008 and
      2007
            
            
            52Consolidated Statements of Cash
      Flows for the years ended December 31, 2009, 2008 and
      2007
            
            
            53Notes to Consolidated Financial
      Statements
            
            
            55





The following consolidated financial
statement schedule of Iconix Brand Group, Inc. and subsidiaries is included in
Item 15(d):




Report of Independent Registered
      Public Accounting Firm on Financial Statement
    Schedule
            
            
            82Schedule II Valuation and
      qualifying accounts
            
            
            83




All other schedules for which provision
is made in the applicable accounting regulation of the Securities and Exchange
Commission are not required under the related instructions or are inapplicable
and therefore have been omitted.





48




Report of Independent Registered Public
Accounting Firm





Board of Directors and
Stockholders


Iconix Brand Group,
Inc.


New York, New York





We have audited the accompanying
consolidated balance sheets of Iconix Brand Group, Inc. as of December 31, 2009
and 2008 and the related consolidated statements of income, stockholders'
equity, and cash flows for each of the three years in the period ended December
31, 2009. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.





We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, as well
as evaluating the overall financial statement presentation. We believe that our
audits provide a reasonable basis for our opinion.





In our opinion, the consolidated
financial statements referred to above present fairly, in all material respects,
the financial position of Iconix Brand Group, Inc. at December 31, 2009 and
2008, and the results of its operations and its cash flows for each of the three
years in the period ended December 31, 2009, in conformity with accounting
principles generally accepted in the United States of
America.





As
discussed in Note 1 to the consolidated financial statements, effective January
1, 2009 the Company retrospectively adopted ASC Topic 470-20, “Debt with
Conversion and other features” as it related to the convertible
debt.  The Company also retrospectively adopted ASC Topic 810 as it relates toNon-controlling interests in consolidated financial
statementsandprospectively adopted ASC Topic 805 as
it relates tobusiness
combinations.





We have also audited, in accordance with
the standards of the Public Company Accounting Oversight Board (United States),
Iconix Brand Group, Inc.'s internal control over financial reporting as of
December 31, 2009, based on criteria established in Internal Control -
Integrated Framework issued by the Committee of Sponsoring Organizations of the
Treadway Commission (COSO) and our report dated February 26, 2010 expressed an
unqualified opinion thereon.




/s/ BDO
Seidman LLP




February 26, 2010


New York, New York




49




Iconix Brand Group, Inc. and
Subsidiaries


Consolidated Balance
Sheets


(in thousands, except par
value)




December
31,
              
              
              December 31,2009
              
              
              2008(1)AssetsCurrent
    Assets:Cash (including restricted cash of
      $6,163 in 2009 and $876 in 2008)
              
              $
              201,544
              
              
              $
              67,279Accounts
      receivable
              
              
              62,667
              
              
              
              47,054Deferred income tax
      assets
              
              
              1,886
              
              
              
              1,655Prepaid advertising and
      other
              
              
              14,549
              
              
              
              16,853Total Current
      Assets
              
              
              280,646
              
              
              
              132,841Property and
      equipment:Furniture, fixtures and
      equipment
              
              
              9,060
              
              
              
              5,187Less: Accumulated
      depreciation
              
              
              (2,611
              )
              
              
              (1,921
              )6,449
              
              
              
              3,266Other
    Assets:Restricted
    cash
              
              
              15,866
              
              
              
              15,866Marketable
      securities
              
              
              6,988
              
              
              
              7,522Goodwill
              
              
              170,737
              
              
              
              144,725Trademarks and other intangibles,
      net
              
              
              1,254,689
              
              
              
              1,060,460Deferred financing costs,
      net
              
              
              4,803
              
              
              
              6,524Investments and joint
      ventures
              
              
              36,568
              
              
              
              4,097Other assets –
      non-current
              
              
              25,867
              
              
              
              19,4951,515,518
              
              
              
              1,258,689Total
Assets
              
              $
              1,802,613
              
              
              $
              1,394,796Liabilities and Stockholders'
      EquityCurrent
      liabilities:Accounts payable and accrued
      expenses
              
              $
              24,446
              
              
              $
              22,392Accounts payable, subject to
      litigation
              
              
              -
              
              
              
              1,878Deferred
      revenue
              
              
              14,802
              
              
              
              5,570Current portion of long-term
      debt
              
              
              93,251
              
              
              
              73,363Total current
      liabilities
              
              
              132,499
              
              
              
              103,203Non-current deferred income
      taxes
              
              
              117,090
              
              
              
              93,006Long-term debt, less current
      maturities
              
              
              569,128
              
              
              
              545,226Long-term deferred
      revenue
              
              
              11,831
              
              
              
              9,272Deferred
    rent
              
              
              2,293
              
              
              
              -Total
      Liabilities
              
              
              832,841
              
              
              
              750,707Commitments and
      contingenciesStockholders'
      EquityCommon stock, $.001 par value
      shares authorized 150,000; shares issued  72,759 and 59,077
      respectively
              
              
              73
              
              
              
              59Additional paid-in
      capital
              
              
              725,504
              
              
              
              533,234Retained
      earnings
              
              
              195,469
              
              
              
              120,358Accumulated other comprehensive
      loss
              
              
              (4,032
              )
              
              
              (3,880
              )Less: Treasury stock – 1,219 and
      921 shares at cost, respectively
              
              
              (7,861
              )
              
              
              (5,682
              )Total Iconix Stockholders’
      Equity
              
              
              909,153
              
              
              
              644,089Non-controlling
      interest
              
              
              60,619
              
              
              
              -Total Stockholders’
      Equity
              
              
              969,772
              
              
              
              644,089Total Liabilities and
      Stockholders' Equity
              
              $
              1,802,613
              
              
              $
              1,394,796





(1) As adjusted for adoption of Accounting
Standards Codification (“ASC”) Topic 470-20, “Debt with Conversion and
OtherOptions”, effective
for the year ended December 31,2009 and applied retrospectively as
applicable.





See accompanying notes to consolidated
financial statements.




50




Iconix Brand Group,
Inc. and Subsidiaries


Consolidated Income
Statements


(in thousands, except earnings per share
data)




Year
              
              
              Year
              
              
              YearEnded
              
              
              Ended
              
              
              EndedDecember 31,
              
              
              December 31,
              
              
              December 312009
              
              
              2008(1)
              
              
              2007(1)Licensing and other
      revenue
              
              $
              232,058
              
              
              $
              216,761
              
              
              $
              160,004Selling, general and
      administrative expenses
              
              
              79,356
              
              
              
              73,816
              
              
              
              44,254Expenses (benefit) related to specific
      litigation,  net
              
              
              137
              
              
              
              893
              
              
              
              (6,039
              )Operating
      income
              
              
              152,565
              
              
              
              142,052
              
              
              
              121,789Other expenses
      (income):Interest
      expense
              
              
              41,214
              
              
              
              48,415
              
              
              
              38,752Interest
    income
              
              
              (2,481
              )
              
              
              (3,976
              )
              
              
              (7,521
              )Equity (earnings) loss on joint
      ventures
              
              
              (3,424
              )
              
              
              528
              
              
              
              -Other expenses -
      net
              
              
              35,309
              
              
              
              44,967
              
              
              
              31,231Income before income
      taxes
              
              
              117,256
              
              
              
              97,085
              
              
              
              90,558Provision for income
      taxes
              
              
              41,551
              
              
              
              34,177
              
              
              
              30,294Net income
              
              $
              75,705
              
              
              $
              62,908
              
              
              $
              60,264Less: Net income attributable to
      non-controlling interest
              
              $
              594
              
              
              $
              -
              
              
              $
              -Net income attributable to Iconix
      Brand Group, Inc.
              
              $
              75,111
              
              
              $
              62,908
              
              
              $
              60,264Earnings per
      share:Basic
              
              $
              1.14
              
              
              $
              1.09
              
              
              $
              1.06Diluted
              
              $
              1.10
              
              
              $
              1.03
              
              
              $
              0.98Weighted average number of common
      shares outstanding:Basic
              
              
              65,763
              
              
              
              57,810
              
              
              
              56,694Diluted
              
              
              68,325
              
              
              
              61,248
              
              
              
              61,426





(1) As adjusted for adoption of ASCTopic 470-20, effective forthe year ended December 31,2009 and applied
retrospectively as applicable





See accompanying notes to consolidated
financial statements.




51





Iconix Brand Group, Inc. and
Subsidiaries


Consolidated Statements of Stockholders'
Equity


(in thousands)




Common
StockShares
                                            
                                            
                                            Amount
                                            
                                            
                                            AdditionalPaid-InCapital
                                            
                                            
                                            RetainedEarnings(Deficit)
                                            
                                            
                                            AccumulatedOtherComprehensiveLoss
                                            
                                            
                                            TreasuryStock
                                            
                                            
                                            Non-ControllingInterest
                                            
                                            
                                            TotalBalance at January 1,
      2007
                                            
                                            
                                            56,425
                                            
                                            
                                            
                                            57
                                            
                                            
                                            
                                            468,881
                                            
                                            
                                            
                                            (2,814
                                            )
                                            
                                            
                                            
                                            
                                            
                                            (667
                                            )
                                            
                                            
                                            
                                            
                                            
                                            465,457Issuance of common stock related
      to acquisitions
                                            
                                            
                                            50
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            1,042
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            1,042Warrants issued to non-employees
      related to acquisitions
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            5,886
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            5,886Shares issued on exercise of stock
      options
                                            
                                            
                                            1,010
                                            
                                            
                                            
                                            1
                                            
                                            
                                            
                                            3,574
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            3,575Stock option compensation
      expense
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            135
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            135Taxbenefit of stock option
      exercises
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            1,238
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            1,238Amortization expense in connection
      with restricted stock
                                            
                                            
                                            43
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            1,476
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            1,476Expenses related to common stock
      issuance
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (184
                                            )
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (184
                                            )Net cost of hedge on convertible
      notes(1)
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            29,202
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            29,202Comprehensive
      income:Net Income(1)
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            60,264
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            60,264Change in fair value of cash flow
      hedge, net of tax
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (273
                                            )
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (273
                                            )Change in fair value of
      securities, net of tax
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (2,080
                                            )
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (2,080
                                            )Total comprehensive
      income
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            57,911Balance at December 31,2007(1)
                                            
                                            
                                            57,528
                                            
                                            
                                            $
                                            58
                                            
                                            
                                            $
                                            511,250
                                            
                                            
                                            $
                                            57,450
                                            
                                            
                                            $
                                            (2,353
                                            )
                                            
                                            $
                                            (667
                                            )
                                            
                                            
                                            
                                            
                                            $
                                            565,738Issuance of common stock related
      to acquisitions
                                            
                                            
                                            12
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            173
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            173Warrants issued to non-employees
      related to acquisitions
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            133
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            133Shares issued on exercise of stock
      options
                                            
                                            
                                            1,199
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            2,307
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            2,307Shares issued on vesting of
      restricted stock
                                            
                                            
                                            194
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            -Shares issued for earn-out on
      acquisition
                                            
                                            
                                            144
                                            
                                            
                                            
                                            1
                                            
                                            
                                            
                                            1,876
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            1,877Stock option compensation
      expense
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            135
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            135Taxbenefit of stock option
      exercises
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            8,248
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            8,248Amortization expense in connection
      with restricted stock
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            9,112
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            9,112Shares repurchased on vesting of
      restricted stock and exercise of stock options
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (3,192
                                            )
                                            
                                            
                                            
                                            
                                            
                                            (3,192
                                            )Shares repurchased on open
      market
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (1,823
                                            )
                                            
                                            
                                            
                                            
                                            
                                            (1,823
                                            )Comprehensive
      income:Net income(1)
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            62,908
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            62,908Change in fair value of cash flow
      hedge, net of tax
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            182
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            182Change in fair value of
      securities, net of tax
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (1,709
                                            )
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (1,709
                                            )Total comprehensive
      income
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            61,381Balance at December 31,
      2008(1)
                                            
                                            
                                            59,077
                                            
                                            
                                            $
                                            59
                                            
                                            
                                            $
                                            533,234
                                            
                                            
                                            $
                                            120,358
                                            
                                            
                                            $
                                            (3,880
                                            )
                                            
                                            $
                                            (5,682
                                            )
                                            
                                            $
                                            -
                                            
                                            
                                            $
                                            644,089Shares issued on exercise of stock
      options
                                            
                                            
                                            828
                                            
                                            
                                            
                                            1
                                            
                                            
                                            
                                            3,229
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            3,230Shares issued on vesting of
      restricted stock
                                            
                                            
                                            268
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            -Shares issued for earn-out on
      acquisition
                                            
                                            
                                            1,297
                                            
                                            
                                            
                                            1
                                            
                                            
                                            
                                            15,675
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            15,676Issuance of new
      stock
                                            
                                            
                                            10,700
                                            
                                            
                                            
                                            11
                                            
                                            
                                            
                                            152,787
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            152,798Issuance of common stock related
      to joint venture
                                            
                                            
                                            589
                                            
                                            
                                            
                                            1
                                            
                                            
                                            
                                            7,998
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            7,999Shares repurchased on vesting of
      restricted stock and exercise of stock options
                                            
                                            
                                            --
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (724
                                            )
                                            
                                            
                                            
                                            
                                            
                                            
                                            (724
                                            )Shares repurchased on open
      market
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (1,455
                                            )
                                            
                                            
                                            
                                            
                                            
                                            
                                            (1,455
                                            )Taxbenefit of stock option
      exercises
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            3,600
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            3,600Amortization expense in connection
      with restricted stock
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            8,925
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            8,925Amortization expense in connection
      with convertible notes
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            56
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            56Comprehensive
      income:Net income
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            75,111
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            594
                                            
                                            
                                            
                                            75,705Realization of cash flow hedge,
      net of tax
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            162
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            162Change in fair value of
      securities, net of tax
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            (314
                                            )
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            (314
                                            )Total comprehensive
      income
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            
                                            
                                            
                                            
                                            75,553Non-controlling interest of
      acquired companies
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            -
                                            
                                            
                                            
                                            60,025
                                            
                                            
                                            
                                            60,025Balance at December 31,
      2009
                                            
                                            
                                            72,759
                                            
                                            
                                            $
                                            73
                                            
                                            
                                            $
                                            725,504
                                            
                                            
                                            $
                                            195,469
                                            
                                            
                                            $
                                            (4,032
                                            )
                                            
                                            $
                                            (7,861
                                            )
                                            
                                            $
                                            60,619
                                            
                                            
                                            $
                                            969,772




(1)
As adjusted for adoption of ASCTopic 470-20, effective forthe year ended December 31,2009 and applied retrospectively as
applicable








See accompanying notes to consolidated
financial statements.




52




Iconix Brand Group, Inc. and
Subsidiaries


Consolidated Statements of Cash Flows
(in thousands)




Year Ended
                                
                                
                                Year Ended
                                
                                
                                Year EndedDecember 31,
                                
                                
                                December 31,
                                
                                
                                December 31,2009
                                
                                
                                2008(1)
                                
                                
                                2007(1)Cash flows from operating
      activities:Net income
                                
                                $
                                75,705
                                
                                
                                $
                                62,908
                                
                                
                                $
                                60,264Adjustments to reconcile income
      from continuing operations to net cash provided by operating
      activities:Depreciation of property and
      equipment
                                
                                
                                690
                                
                                
                                
                                858
                                
                                
                                
                                225Amortization of trademarks and
      other intangibles
                                
                                
                                7,325
                                
                                
                                
                                7,261
                                
                                
                                
                                5,572Amortization of deferred financing
      costs
                                
                                
                                2,313
                                
                                
                                
                                1,752
                                
                                
                                
                                1,292Amortization of convertible note
      discount
                                
                                
                                14,101
                                
                                
                                
                                13,727
                                
                                
                                
                                6,402Amortization of restricted stock
      grants
                                
                                
                                8,925
                                
                                
                                
                                9,122
                                
                                
                                
                                1,688Stock option
      compensation
                                
                                
                                -
                                
                                
                                
                                135
                                
                                
                                
                                135Non-cash settlement of a
      dispute
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (3,008
                                )Gain on sale of
      trademarks
                                
                                
                                (10,743
                                )
                                
                                
                                (2,625
                                )
                                
                                
                                -Expiration of cash flow
      hedge
                                
                                
                                201
                                
                                
                                
                                -
                                
                                
                                
                                -Gain on sale of 50% interest of
      subsidiary
                                
                                
                                -
                                
                                
                                
                                (4,740
                                )
                                
                                
                                -Allowance for doubtful
      accounts
                                
                                
                                4,312
                                
                                
                                
                                1,879
                                
                                
                                
                                2,280(Earnings) loss on equity
      investment in joint venture
                                
                                
                                (3,424
                                )
                                
                                
                                528
                                
                                
                                
                                -Deferred income tax
      provision
                                
                                
                                17,463
                                
                                
                                
                                20,172
                                
                                
                                
                                23,574Deferred
      rent
                                
                                
                                2,293
                                
                                
                                
                                -
                                
                                
                                
                                -Changes in operating assets and
      liabilities, net of business acquisitions:Accounts
      receivable
                                
                                
                                (19,925
                                )
                                
                                
                                (17,175
                                )
                                
                                
                                (22,149
                                )Prepaid advertising and
      other
                                
                                
                                4,094
                                
                                
                                
                                (9,978
                                )
                                
                                
                                (1,396
                                )Other
assets
                                
                                
                                (3,196
                                )
                                
                                
                                502
                                
                                
                                
                                (933
                                )Deferred
      revenue
                                
                                
                                11,791
                                
                                
                                
                                (112
                                )
                                
                                
                                4,998Accounts payable and accrued
      expenses
                                
                                
                                6,793
                                
                                
                                
                                5,029
                                
                                
                                
                                4,743Net cash provided by operating
      activities
                                
                                
                                118,718
                                
                                
                                
                                89,243
                                
                                
                                
                                83,687Cash flows used in investing
      activities:Purchases
      of property and equipment
                                
                                
                                (3,873
                                )
                                
                                
                                (6,281
                                )
                                
                                
                                (134
                                )Acquisition of
      Danskin
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (71,302
                                )Acquisition of
      Rocawear
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (206,057
                                )Acquisition of
      Pillowtex
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (233,781
                                )Acquisition of
      Starter
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (60,319
                                )Acquisition of Artful
      Dodger
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (13,358
                                )Acquisition of
      Waverly
                                
                                
                                -
                                
                                
                                
                                (27,619
                                )
                                
                                
                                -Acquisition of Ed
      Hardy
                                
                                
                                (9,000
                                )
                                
                                
                                -
                                
                                
                                
                                -Investment in joint
      venture
                                
                                
                                (63,500
                                )
                                
                                
                                (2,000
                                )
                                
                                
                                -Payment of accrued expenses
      related to acquisitions
                                
                                
                                (223
                                )
                                
                                
                                (1,630
                                )
                                
                                
                                -Distributions to equity
      partners
                                
                                
                                2,469
                                
                                
                                
                                -
                                
                                
                                
                                -Collection of promissory
      note
                                
                                
                                -
                                
                                
                                
                                1,000
                                
                                
                                
                                -Earn-out payment on
      acquisition
                                
                                
                                (12,900
                                )
                                
                                
                                (6,124
                                )
                                
                                
                                -Addition to
      trademarks
                                
                                
                                (145
                                )
                                
                                
                                (1,420
                                )
                                
                                
                                (215
                                )Proceeds
      from sale of trademarks
                                
                                
                                4,142
                                
                                
                                
                                -
                                
                                
                                
                                -Purchase of marketable
      securities
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (196,400
                                )Sale of marketable
      securities
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                183,400Net cash used in investing
      activities
                                
                                
                                (83,030
                                )
                                
                                
                                (44,074
                                )
                                
                                
                                (598,166
                                )Cash flows (used in) provided by
      financing activities:Proceeds from long-term
      debt
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                553,531Proceeds from the sale of
      warrants
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                37,491Payment for purchase of
      convertible note hedge
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (76,303
                                )Proceeds from exercise of stock
      options and warrants
                                
                                
                                3,230
                                
                                
                                
                                2,307
                                
                                
                                
                                3,573Payment of long-term
      debt
                                
                                
                                (60,937
                                )
                                
                                
                                (36,015
                                )
                                
                                
                                (20,100
                                )Proceeds from common stock
      issuance, net
                                
                                
                                152,798
                                
                                
                                
                                -Proceeds from payment of
      promissory note
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                399Payment of expenses related to
      common stock issuance
                                
                                
                                -
                                
                                
                                
                                -
                                
                                
                                
                                (184
                                )Deferred financing
      costs
                                
                                
                                -
                                
                                
                                
                                (6
                                )
                                
                                
                                (6,207
                                )Excess taxbenefit from share-based payment
      arrangements
                                
                                
                                3,600
                                
                                
                                
                                8,247
                                
                                
                                
                                1,238Shares repurchased on vesting of
      restricted stock
                                
                                
                                ( 724
                                )
                                
                                
                                (3,192
                                )
                                
                                
                                -Non-controlling interest
      contribution
                                
                                
                                2,066
                                
                                
                                
                                -
                                
                                
                                
                                -Shares repurchased on open
      market
                                
                                
                                (1,455
                                )
                                
                                
                                (1,823
                                )
                                
                                
                                -Restricted cash -
      current
                                
                                
                                (5,286
                                )
                                
                                
                                4,329
                                
                                
                                
                                (937
                                )Restricted cash -
      non-current
                                
                                
                                -
                                
                                
                                
                                (680
                                )
                                
                                
                                (3,527
                                )Net cash (used in) provided by
      financing activities
                                
                                
                                93,292
                                
                                
                                
                                (26,883
                                )
                                
                                
                                488,974Net increase (decrease) in cash
      and cash equivalents
                                
                                
                                128,980
                                
                                
                                
                                18,336
                                
                                
                                
                                (25,505
                                )Cash and cash equivalents,
      beginning of year
                                
                                
                                66,403
                                
                                
                                
                                48,067
                                
                                
                                
                                73,572Cash and cash equivalents, end of
      year
                                
                                $
                                195,383
                                
                                
                                
                                66,403
                                
                                
                                
                                48,067Balance of restricted cash -
      current
                                
                                
                                6,161
                                
                                
                                
                                876
                                
                                
                                
                                5,205Total cash and cash equivalents
      including current restricted cash, end of year
                                
                                $
                                201,544
                                
                                
                                $
                                67,279
                                
                                
                                
                                53,272




(1) As adjusted for adoption of ASCTopic 470-20, effective forthe year ended December 31,2009 and applied retrospectively as
applicable




53




Supplemental disclosure of cash flow
information:





Year Ended
              
              
              Year Ended
              
              
              Year EndedDecember 31,
              
              
              December 31,
              
              
              December 31,2009
              
              
              2008
              
              
              2007Cash paid during the
      year:Income
taxes
              
              $
              14,062
              
              
              $
              5,685
              
              
              $
              1,697Interest
              
              $
              21,922
              
              
              $
              30,843
              
              
              $
              27,820




Supplemental disclosures of non-cash
investing and financing activities:




Year Ended
              
              
              Year Ended
              
              
              Year EndedDecember 31,
              
              
              December 31,
              
              
              December 31,2009
              
              
              2008
              
              
              2007Acquisitions:Common stock
      issued
              
              $
              23,675
              
              
              $
              2,050
              
              
              $
              1,042Warrants issued - acquisition
      cost
              
              $
              -
              
              
              $
              133
              
              
              $
              5,886Liabilities
      assumed
              
              $
              -
              
              
              $
              -
              
              
              $
              8,152








See accompanying notes to consolidated
financial statements.





54




Iconix Brand Group, Inc and
Subsidiaries


Notes to Consolidated Financial
Statements


Information as of and for the Years
Ended December 31, 2009, 2008 and 2007


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





The Company





Iconix Brand Group, Inc (the “Company”)
is in the business of licensing and marketing intellectual property. The
Company, through its wholly-owned subsidiaries, currently owns seventeen 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®, which it licenses to third
parties for use in connection with a variety of apparel, fashion accessories,
footwear, beauty and fragrance, and home products and decor. In addition, Scion
LLC (“Scion”), a joint venture in which the Company has a 50% investment, owns
the Artful DodgerTM brand; Hardy Way LLC (“Hardy Way”), a joint venture in which
the Company has a 50% investment, owns the Ed Hardy® brands, and IP Holdings
Unltd LLC (“IPH Unltd”), a joint venture in which the Company has a 51%
investment, owns the Ecko® and Zoo York® brands.  The Company’s brands
are sold across a variety of distribution channels, from the mass tier to the
luxury market. The Company supports its brands with innovative advertising and
promotional campaigns designed to increase brand awareness, and provides its
licensees with coordinated trend direction to enhance product appeal and help
maintain and build brand integrity.





The Company's business strategy, as a
licensing and marketing company, is to maximize the value of its intellectual
property by entering into strategic licenses with partners who have been
selected based upon the Company's belief that they will be able to produce and
sell quality products in the categories of their specific expertise. This
licensing strategy is designed to permit the Company to operate its licensing
business with minimal working capital, no inventory, production or distribution
costs or risks, and utilizing only a small group of core employees. Further, the
Company also seeks to monetize its trademarks internationally through licenses,
partnerships, and other arrangements, such as joint
ventures.




1. Summary of Significant Accounting
Policies





Changes in Accounting





In the first quarter of 2009, the
Company adopted the U.S. GAAP provisions of accounting for convertible debt
instruments that may be settled in cash upon conversion, herein referred to
accounting for convertible debt, which changed the accounting for convertible
debt instruments with cash settlement features, effective for the year ended
December 31, 2009 (“2009”) and applied retrospectively as applicable. This
accounting for convertible debt applies to the Company’s previously issued
1.875% convertible senior subordinated notes (“Convertible Notes”). In
accordance with ASC Topic 470-20, the Company recognized the liability component
of its Convertible Notes at fair value. The liability component is recognized as
the fair value 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 fair value 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.  The Company recognizes an effective
interest rate of 7.85% 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 5 for
further discussion.





As a result of applying ASC Topic 470-20
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 change in
      accounting
              
              
              Adjustment
              
              
              After change in
      accountingNon-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 ASC Topic
470-20 on the Consolidated Income Statement for the years ended December 31,
2008 (“2008”) and December 31, 2007 (“2007”) has increased interest expense by
approximately $11.8 million and $5.7 million, respectively, and decreased the
provision for income taxes by approximately $4.6 million and $2.2 million,
respectively, the net result of which decreased net income by approximately $7.2
million and $3.5 million, respectively, and decreased diluted earnings per share
by approximately $0.12 and $0.06, respectively.The impact of
implementing ASC Topic 470-20 on the Consolidated Statement of Cash Flows for
2008 and 2007 has increased amortization of the convertible note discount by
$11.8 million and $5.7 million, respectively, and decreased the provision for
income taxes by $4.6 million and $2.2 million, respectively, on the Consolidated
Statement of Cash Flows.




55




Principles of
Consolidation





The consolidated financial statements
include the accounts of the Company, its wholly-owned subsidiaries, and, in
accordance with U.S. GAAP and accounting for variable interest entities and
majority owned subsidiaries, the Company consolidates two joint ventures (Scion
and IPH Unltd; see Note 2 for explanation) in which it is the primarybeneficiary. The Company uses the equity
method of accounting to account for those investments and joint ventures which
are not required to be consolidated under U.S. GAAP.  All significant
intercompany transactions and balances have been eliminated in
consolidation.





Business Combinations, Joint Ventures
and Investments





The purchase method of accounting
requires that the total purchase price of an acquisition be allocated to the
assets acquired and liabilities assumed based on their fair values on the date
of the business acquisition. The results of operations from the acquired
businesses are included in the accompanying consolidated statements of income
from the acquisition date. Any excess of the purchase price over the estimated
fair values of the net assets acquired is recorded as
goodwill.





For the period January 1, 2007 through
December 31, 2009, the Company completed eight acquisitions. Note 2 to the
financial statements contains a more comprehensive discussion of the Company's
2009 acquisitions and investments. The acquisitions and the acquisition dates
are as follows:




Since January 1, 2007, the Company has
acquired the following 8 brands:




Date
    acquired
            
            BrandMarch 2007
            
            DanskinMarch 2007
            
            RocawearOctober
2007
            
            Official-Pillowtex brands 
      (Cannon, Royal Velvet, Fieldcrest and Charisma)December
    2007
            
            StarterOctober
2008
            
            Waverly




In addition to the acquisitions above,
the Company has acquired ownership interest in the following brands through its
investments in joint ventures:





Date
      Acquired/Invested
            
            Brand
            
            Investment
      /  Joint Venture
            
            Iconix's
      InvestmentNovember
      2007
            
            Artful
      Dodger
            
            Scion
      (Note 2)
            
            50%May
      2009
            
            Ed
      Hardy
            
            Hardy
      Way (Note 2)
            
            50%October
      2009
            
            Ecko
      and Zoo York
            
            IPH
      Unltd (Note 2)
            
            51%





Further, the Company established the
following joint ventures to develop and market the Company’s brands in specific
international markets:





Date
      Created
            
            Investment
      / Joint Venture
            
            Iconix's
      InvestmentSeptember
      2008
            
            Iconix
      China (Note 2)
            
            50%December
      2008
            
            Iconix
      Latin America (Note 2)
            
            50%December
      2009
            
            Iconix
      Europe (Note 2)
            
            50%





For
further information on the Company’s accounting for joint ventures and
investments, see Note 2.








Use of Estimates





The preparation of the consolidated
financial statements in conformity with accounting principles generally accepted
in the United States 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. The
Company reviews all significant estimates affecting the financial statements on
a recurring basis and records the effect of any adjustments when
necessary.





56





Cash





Cash consists of short-term, highly
liquid financial instruments with insignificant interest rate risk that are
readily convertible to cash and have maturities of three months or less from the
date of purchase.





Marketable
Securities





Marketable securities, which are
accounted for as available-for-sale, are stated at fair value in accordance
accounting for certain investments in debt and equity securities under U.S.
GAAP, and consist of auction rate securities (“ARS”). Temporary changes in fair
market value are recorded as other comprehensive income or loss, whereas other
than temporary markdowns will be realized through the Company’s income
statement.





See Note 3 for discussion of the
Company’s marketable securities.




Concentration of Credit
Risk





Financial instruments which potentially
subject the Company to concentration of credit risk consist principally of
short-term cash investments and accounts receivable. The Company places its cash
in investment-grade, short-term instruments with high quality financial
institutions. The Company performs ongoing credit evaluations of its customers'
financial condition and, generally, requires no collateral from its customers.The allowance for
non-collection of accounts receivable is based upon the expected collectability
of all accounts receivable.




For 2009, two licensees accounted for
23% and 10%, respectively, of the Company’s revenue, compared to two licensees
which accounted for 11% and 11%, respectively, of the Company’s revenue in 2008,
compared to one licensee which accounted for 14% of the Company's revenue in
2007.




Accounts Receivable




Accounts receivable are reported at
amounts the Company expects to be collected, net of allowance for doubtful
accounts, based on the Company’s ongoing discussions with its licensees, and
evaluation of each licensee’s payment history and account aging.  For
the years ended December 31, 2009 and 2008, the Company’s allowance for doubtful
accounts was $4.7 million and $0.5 million, respectively.





At December 31, 2009, one licensee
accounted for 23% of the Company’s accounts receivable, compared to one licensee
which accounted for 10% of the Company's accounts receivable at December 31,
2008.




Derivatives





The Company’s primary objective for
holding derivative financial instruments is to manage interest rates risks. The
Company does not use financial instruments for trading or other speculative
purposes. The Company uses derivative financial instruments to hedge the
variability of anticipated cash flows of a forecasted transaction (a “cash flow
hedge”). The Company’s strategy related to derivative financial instruments has
been to use interest rate caps to effectively convert a portion of
outstanding variable-rate debt to fixed-rate debt to take advantage of lower
interest rates.




The derivatives used by the Company as
part of its risk management strategies are highly effective hedges because all
the critical terms of the derivative instruments match those of the hedged item.
On the date the derivative contract is entered into, the Company designates the
derivative as a cash flow hedge. Changes in derivative fair values are deferred
and recorded as a component of accumulated other comprehensive income until the
associated hedged transactions impact the income statement, at which time the
deferred gains and losses are reclassified to interest expense. Any ineffective
portion of a hedging derivative’s changes in fair value will be immediately
recognized. The fair values of the derivatives, which are based on quoted market
prices, are reported as other assets.





Restricted Stock




Compensation cost for restricted stock
is measured using the quoted market price of the Company’s common stock at the
date the common stock is issued. The compensation cost is recognized over the
period between the issue date and the date any restrictions
lapse.





Stock-Based
Compensation





Stock-based compensation expense, in
accordance with accounting for share-based payment under U.S. GAAP, is
calculated using the Black-Scholes valuation model based on awards ultimately
expected to vest, reduced for estimated forfeitures, and expensed on a
straight-line basis over the requisite service period of the
grant.  Forfeitures are estimated at the time of grant based on the
Company’s historical forfeiture experience and will be revised in subsequent
periods if actual forfeitures differ from those estimates.  The
Company will use alternative models if grants have characteristics that cannot
be reasonably estimated using this model.




57




Treasury Stock





Treasury stock is recorded at
acquisition cost. Gains and losses on disposition are recorded as increases or
decreases to additional paid-in capital with losses in excess of previously
recorded gains charged directly to retained earnings.




Deferred Financing
Costs





The Company incurred costs (primarily
professional fees and placement agent fees) in connection with borrowings under
a term loan facility, convertible bond offering, and other bond financings.
These costs have been deferred and are being amortized using the interest method
over the life of the related debt.




Property, Equipment and
Depreciation





Property and equipment are stated at
cost less accumulated depreciation and amortization. Depreciation and
amortization are determined by the straight line method over the estimated
useful lives of the respective assets ranging from three to seven years.
Leasehold improvements are amortized by the straight-line method over the
initial term of the related lease or estimated useful life, whichever is
less.





Operating
Leases





Total
rent payments under operating leases that include scheduled payment increases
and rent holidays are amortized on a straight-line basis over the term of the
lease.  Landlord allowances are amortized by the straight-line method over
the term of the lease as a reduction of rent expense.








Impairment of Long-Lived
Assets





If circumstances mandate, the Company
evaluates the recoverability of its long-lived assets, other than goodwill and
other indefinite life intangibles (discussed below), by comparing estimated
future undiscounted cash flows with the assets' carrying value to determine
whether a write-down to market value, based on discounted cash flow, if
necessary.




Goodwill and Other
Intangibles





Goodwill represents the excess of
purchase price over the fair value of net assets acquired in business
combinations accounted for under the purchase method of accounting. The Company
tests at least annually our goodwill and indefinite life trademarks for
impairment through the use of discounted cash flow models. Other intangibles
with determinable lives, including certain trademarks, license agreements and
non-compete agreements, are evaluated for possibility of impairment, and are
otherwise amortized on a straight-line basis over the estimated useful lives of
the assets (currently ranging from 1.5 to 15 years).





The changes in the carrying amount of
goodwill for 2009 and 2008 are as follows:





(in
      000’s)
                        
                        2009
                        
                        
                        2008Beginning
      balance
                        
                        $
                        144,725
                        
                        
                        $
                        128,898Acquisitions
                        
                        
                        714
                        
                        
                        
                        914Sales
                        
                        
                        (2,345)
                        
                        
                        
                        -Net adjustments to purchase price
      of prior period acquisitions
                        
                        
                        27,643
                        
                        
                        
                        14,913Ending
    balance
                        
                        $
                        170,737
                        
                        
                        $
                        144,725





On October 30, 2009, the Company
consummated a transaction in which it acquired a 51% controllinginterestin the Ecko portfolio of
brands, including Ecko and
Zoo York,through its
consolidated subsidiary IPH Unltd.  See note 2 for detail on this
transaction.  In allocating the purchase price of the Company’s 2009
investment in 51% of the Ecko portfolio (including the Ecko trademarks and the
Zoo York trademark), $0.7 million was allocated to goodwill, which is deductible
for income tax purposes.  During 2009, in accordance with the terms of
the acquisition of Danskin, the former owners of Danskin earned $12.0 millionof the Company’s common
stockin contingent
consideration as a result of the brand achieving specific performance
thresholds.  During 2009, in accordance with the terms of the
acquisition of Rocawear, the former owners of Rocawear earned $9.6 million in
contingent consideration as a result of the brand achieving specific
performance thresholds.  Also during 2009, in accordance with the
terms of the acquisition of the Official-Pillowtex brands, the former owners of
the Official-Pillowtex brands earned $8.3 million in contingent consideration
as a result of the brands achieving specific performance
thresholds.  In addition, the Company reversed over-accruals from
prior period acquisitions against goodwill.




58




In September 2009, the Company entered
into a perpetual license and purchase option agreement with a licensee for its
Joe Boxer trademark covering the Canadian territory.  As a result of
this transaction, the Company reduced its balance of goodwill associated with
the acquisition of the Joe Boxer brand by $0.4 million.  In December
2009, the Company contributed substantially all rights to its brands in all
member states and candidate states of the European Union (“European Territory”)
to form Iconix Europe LLC, a 50% joint venture.  See Note 2 for
further detail of this transaction.  As a result of this transaction,
the Company reduced its balance of goodwill associated with all acquired
trademarks in the European Territory by $1.9 million.




In allocating the purchase price of the
Company’s 2008 acquisition of the Waverly brand, $0.9 million was allocated to
goodwill.  During 2008, in accordance with the terms of the
acquisition of Rocawear, the former owners of Rocawear earned $6.8 million in
contingent consideration as a result of the brand achieving specific
performance thresholds.  Also during 2008, in accordance with the
terms of the acquisition of the Official-Pillowtex brands, the former owners of
the Official-Pillowtex brands earned $6.7 million in contingent consideration as
a result of the brands achieving specific performance
thresholds.




During
2007, $0.9 million, $2.1 million, $23.0 million, and $1.8 million were allocated
to goodwill for the acquisitions of Danskin, Rocawear, the Official-Pillowtex
brands, and Starter, respectively.  Further, in accordance with the
terms of the acquisition of Rocawear, the former owners of Rocawear earned $3.0
million in contingent consideration as a result of meeting specific performance
thresholds.




The Company operates as a single
integrated business, and as such has one operating segment which is also used as
the reporting unit for purposes of evaluating goodwill impairment. The fair
value of the reporting unit is determined using discounted cash flow analysis
and estimates of sales proceeds with consideration of market participant data.
The annual evaluation of goodwill is performed on October 1, the beginning of
the Company's fourth fiscal quarter.





Revenue Recognition





The Company has entered into various
trade name 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.
Revenue is not recognized unless collectability is reasonably
assured.





Bright Star acts as an agent and
therefore only net commission revenue is recognized. Revenue is recognized upon
shipment with related risk and title passing to the
customers.





Taxes on Income





The Company uses the asset and liability
approach of accounting for income taxes and provides deferred income taxes for
temporary differences that will result in taxable or deductible amounts in
future years based on the reporting of certain costs in different periods for
financial statement and income tax purposes. Valuation allowances are recorded
when uncertainty regarding their realizability exists.





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 common shares issuable upon exercise of stock options,
warrants and restricted stock. The difference between reported basic and diluted
weighted-average common shares results from the assumption that all dilutive
stock options, warrants, convertible debt and restricted stock outstanding were
exercised into common stock.




Advertising Campaign
Costs





All costs associated with production for
the Company’s national advertising campaigns are expensed during the periods
when the activities take place. All other advertising costs such as print and
online media are expensed when the advertisement occurs. Advertising expenses
for 2009, 2008, and 2007 amounted to $25.8 million, $21.9 million, and $14.5
million, respectively.








Comprehensive Income





Comprehensive income includes certain
gains and losses that, under U.S. GAAP, are excluded from net income as such
amounts are recorded directly as an adjustment to stockholders’
equity.  The Company’s comprehensive income is primarily comprised of
net income and the change in fair value of its marketable securities and cash
flow hedge.




The
following table summarizes the components of our accumulated other comprehensive
income, net of applicable taxes as of:
 
 December 31,
                  
                  
                  December 31,2009
                  
                  
                  2008Cash
      flow hedge adjustment
                  
                  
                  71
                  
                  
                  
                  (91
                  )Changes
      in fair value of securities
                  
                  
                  (4,103
                  )
                  
                  
                  (3,789
                  )Accumulated
      other comprehensive income
                  
                  $
                  (4,032
                  )
                  
                  $
                  (3,880
                  )


59




The following table summarizes our total comprehensive income, net of applicable
taxes for the years ended:




December
      31,
                              
                              
                              December
      31,2009
                              
                              
                              2008(1)Comprehensive
      income attributable toIconix
      Brand Group, Inc.
                              
                              $
                              74,959
                              
                              
                              $
                              68,626Comprehensive
      income attributable tonon-controlling
      interests
                              
                              
                              594
                              
                              
                              
                              -Comprehensive
      income
                              
                              $
                              75,553
                              
                              
                              $
                              68,626




(1)
      As adjusted for adoption of ASCTopic 470-20,
      effective for 2009 and applied retrospectively as
      applicable




New Accounting
Standards





In December 2007, the FASB
issued guidance under ASSC Topic 810 Consolidation as it relates to
non-controlling interests
in consolidated financial statements.  This guidanceestablishesaccounting and reporting standards for
the non-controllinginterest (previously referred to as
minority interest) in a subsidiary and for the deconsolidation of a subsidiary.
It clarified that a non-controlling interest in a subsidiary is an
ownership interest in the consolidated entity that should be reported as equity,
not as a liability, in the consolidated financial statements. It also requires
disclosure on the face of the consolidated statement of operations of the
amounts of consolidated net income attributable to both the parent and
the noncontrolling interest. This guidance also establishes a single
method of accounting for changes in a parent’s ownership interest in a
subsidiary that do not result in deconsolidation. The Company adopted this
guidance as required on January 1, 2009 and the results are included
herein.





In December 2007, the FASB issued
guidance ASC Topic 805 Business Combinations, which requires an acquirer to do
the following: expense acquisition related costs as incurred; to record
contingent consideration at fair value at the acquisition date with subsequent
changes in fair value to be recognized in the income statement; and any
adjustments to the purchase price allocation are to be recognized as a period
cost in the income statement. This guidance applies prospectively to business
combinations for which the acquisition date is on or after beginning of the
first annual reporting period beginning on or after December 15, 2008. Earlier
application is prohibited. The provisions of this guidance are reflected herein
as it relates to the acquisition of Ecko and Zoo York.





In April 2009, the FASB issued guidance
under ASC Topic 825 Financial Instruments. This guidance requires that
disclosures about the fair value of a company’s financial instruments be made
whenever summarized financial information for interim reporting periods is
made.  This guidance is effective for interim reporting periods ending
after June 15, 2009, and its requirements are reflected
herein.




In April 2009, the FASB issued guidance
under ASC Topic 820 Fair Value Measurements and Disclosures as it relates to
determining fair value when the volume and level of activity for the asset or
liability have significantly decreased and identifying transactions that are not
orderly. This guidance does not change the definition of fair value, but
provides additional guidance for estimating fair value in accordance with ASC
Topic 820 when the volume and level of activity for the asset or liability have
significantly decreased. This guidance is effective for interim and annual
reporting periods ending after June 15, 2009, and its requirements are reflected
herein.





In April 2009, the FASB issued guidance
under ASC Topic 320 Investments – Debt and Equity Securities as it relates to
the recognition and presentation of other-than-temporary impairments. This
guidance 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. This guidance
addresses the determination as to when an investment is considered impaired,
whether that impairment is other than temporary, and the measurement of an
impairment loss. This guidance is effective for interim and annual reporting
periods ending after June 15, 2009, and its requirements are reflected
herein.




In May 2009, the FASB issued guidance
under ASC Topic 855 Subsequent Events.   This guidance establishes
principles and requirements for subsequent events, which are events or
transactions that occur after the balance sheet date but before financial
statements are issued or are available to be issued. In particular, this
guidance sets forth (a) the period after the balance sheet date during which
management of a reporting entity shall evaluate events or transactions that may
occur for potential recognition or disclosure in the financial statements, (b)
the circumstances under which an entity shall recognize events or transactions
occurring after the balance sheet date in its financial statements, and (c) the
disclosures that an entity shall make about events or transactions that occurred
after the balance sheet date. This guidance is effective for interim or annual
financial periods ending after June 15, 2009 and is to be applied prospectively.
The adoption of this guidance did not have a material impact on the Company’s
results of operations or its financial position.




60




In June 2009, the FASB issued guidance
under ASC Topic 810 Consolidation as it relates to variable interest entities
(“VIE”).  This guidance amends the consolidation guidance for VIE’s by
requiring an on-going qualitative assessment of which entity has the power to
direct matters that most significantly impact the activities of a VIE and has
the obligation to absorb losses orbenefits that could be potentially
significant to the VIE.  This guidance is effective for the Company
beginning in 2010. The Company is currently assessing the impact of the standard
on its financial statements.





In June 2009, the FASB issued
guidance under ASC Topic 105 Generally Accepted Accounting Principles as it
relates to the FASB’s accounting standards codification.  This
standard replaces previously established guidance, and establishes only two
levels of U.S. generally accepted accounting principles (“GAAP”), authoritative
and non-authoritative. The FASB Accounting Standards Codification (the
“Codification”) will become the source of authoritative, nongovernmental GAAP,
except for rules and interpretive releases of the Securities and Exchange
Commission (“SEC”), which are sources of authoritative GAAP for SEC registrants.
All other non-grandfathered, non-SEC accounting literature not included in the
Codification will become non-authoritative. This standard is effective for
financial statements for interim or annual reporting periods ending after
September 15, 2009. The Company began to use the new guidelines and
numbering system prescribed by the Codification when referring to GAAP in the
third quarter of 2009. As the Codification was not intended to change or alter
existing GAAP, it will not have any impact on the Company’s consolidated
financial statements.





In August
2009, the FASB issued guidance under ASC Topic 820 regarding measuring
liabilities at fair value.” This guidance provides clarification that in
circumstances in which a quoted price in an active market for the identical
liability is not available, a reporting entity is required to measure fair value
using a valuation technique that uses the quoted price of the identical
liability when traded as an asset, quoted prices for similar liabilities or
similar liabilities when traded as assets, or another valuation technique that
is consistent with the principles of ASC Topic 820.  This guidance is
effective for the first reporting period (including interim periods) beginning
after issuance. The adoption of this guidance is not expected to have a material
impact on the Company’s results of operations or financial
position.





In
October 2009, the FASB issued ASU No. 2009-13, “Revenue Recognition (Topic 605)
– Multiple Deliverable Revenue Arrangements.” ASU No. 2009-13 eliminates the
residual method of allocation and requires that arrangement consideration be
allocated at the inception of the arrangement to all deliverables using the
relative selling price method and expands the disclosures related to multiple
deliverable revenue arrangements. ASU No. 2009-13 is effective prospectively for
revenue arrangements


entered
into or materially modified in fiscal years beginning on or after June 15, 2010,
with earlier adoption permitted. The adoption of ASU No. 2009-13 is not expected
to have a material impact on the Company’s results of operations or financial
position.





In
January 2010, the FASB issued guidance under ASC Topic 810 regarding scope
clarification for accounting and reporting for decreases in ownership of a
subsidiary.  This guidance clarifies that the scope of the decrease in
ownership provisions of ASC Topic 810 applies to a subsidiary or group of assets
that is a business, a subsidiary that is a business that is transferred to an
equity method investee or a joint venture or an exchange of a group of assets
that constitutes a business for a noncontrolling interest in an entity. This
guidance is effective as of the beginning of the period in which an entity
adopts this guidance or, if this guidance has been previously adopted, the first
interim or annual period ending on or after December 15, 2009, applied
retrospectively to the first period that the entity adopted this guidance, and its requirements are reflected
herein.





In
January 2010, the FASB issued guidance under ASC Topic 820 to improve
disclosures for fair value measurements.  This guidance requires new
disclosures regarding transfers in and out of the Level 1 and 2 and activity
within Level 3 fair value measurements and clarifies existing disclosures of
inputs and valuation techniques for Level 2 and 3 fair value measurements. This
guidance also includes conforming amendments to employers’ disclosures about
postretirement benefit plan assets. The new disclosures and clarifications of
existing disclosures are effective for interim and annual reporting periods
beginning after December 15, 2009, except for the disclosure of activity within
Level 3 fair value measurements, which is effective for fiscal years beginning
after December 15, 2010, and for interim periods within those
years.





Presentation of Prior Year
Data





Certain reclassifications have been made
to conform prior year data to the current presentation.





2.  Investments and Joint
Ventures





Scion





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 its wholly-owned subsidiary
Artful 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, Artful Holdings entered into a
license agreement covering all major apparel categories for the United
States.  This license was transitioned to a new licensee during the
third quarter of 2009.




61




The brand has also been licensed to
wholesale partners and distributors in Canada and Europe.





At inception, the Company determined
that it would consolidate Scion since, under ASC Topic 810 “Consolidation”,
it is the primarybeneficiary of the variable interest
entity.





In March 2009, the Company, through its
investment in Scion, effectively acquired a 16.6% interest in one of its
licensees for $1. The Company has determined that this entity is a variable
interest entity as defined byASC Topic 810.  However, the
Company is not the primarybeneficiary.  The investment in
this entity 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, totaling approximately $4.1 million, which
was deposited as cash collateral under the terms of the entity’s financing
agreements.  The total contributed cash of approximately $4.1 million,
which is owned by Scion, is included as short-term restricted cash in the
Company’s balance sheet.  The Company’s maximum exposure for this
investment is $2.1 million, the amount of the original
guarantee.





In December 2007, the FASB issued
guidance under ASC Topic 810 regarding non-controlling interests in consolidated
financial statements. This guidance 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 2009, the amount of net loss attributable to the
non-controlling interest is approximately $0.7 million and has been included in
net income attributable to non-controlling interest in the Consolidated Income
Statement.The impact of consolidating the joint
venture in 2008 decreased net income by $0.1 million.





At December 31, 2009, the impact of
consolidating the joint venture on the Company’s Consolidated Balance
Sheet has increased current assets by $4.6 million, non-current assets by
$14.2 million and current liabilities by $1.3 million.  At December
31, 2008, the impact of consolidating the joint venture on the Company’s
consolidated balance sheet had increased current assets by $3.5 million,
non-current assets by $15.3 million and current liabilities by $2.3
million.





As of December 31, 2009 and 2008, the
Company’s equity at risk in Scion was approximately$17.1million and $16.0 million,
respectively. At December 31, 2009 and 2008, the carrying value of the
consolidated assets that are collateral for the variable interest entity’s
obligations total $13.7 million and $14.7 million, respectively, which is
comprised of the Artful Dodger trademark. The assets of the
Company are not available to the variable interest entity's
creditors.





Iconix China





In September 2008, the Company and Novel
Fashions Holdings Limited (“Novel”) formed a joint venture (“Iconix China”) to
develop 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.  In September 2009, the parties amended the terms of the
transaction to eliminate the obligation of the Company to make any additional
contributions and to reduce Novel’s remaining contribution commitment to $9.0
million, payable as follows: $4.0 million payable on or prior to August 1, 2010,
$3.0 million payable on or prior to June 1, 2011, and $2.0 million payable on or
prior to June 1, 2012.  Each of these payments is subject to reduction
based on the funding requirements of the venture and the mutual agreement of the
parties.





At inception, the Company determined, in
accordance withASC Topic 810, based on the corporate
structure, voting rights and contributions of the Company and Novel, that Iconix
China is a variable interest entity and not subject to consolidation, as, under
ASC Topic 810, the Company is not the primarybeneficiary of Iconix China.  The
Company has recorded its investment under the equity method of
accounting.





At December 31, 2009, the Company’s
maximum exposure for this joint venture was$6.5 million. At December 31, 2008, the
Company’s maximum exposure was $7.7 million.





At December 31, 2009, Iconix China’s
balance sheet included approximately $5.7 million in current assets, $22.6
million in total assets, $0.4 million in current liabilities, and $0.4 million
in total liabilities.  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.





For 2009, Iconix China’s statement of
operations reflects $0.2 million in revenue and approximately $2.0 million in
operating expenses.  As a result, for 2009, the Company recorded an
equity loss of approximately $0.9 million on its equity investment in the Iconix
China joint venture.  For 2008, the Company recorded an equity loss of
approximately $0.5 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 then newly formed
subsidiary of the Company.  On December 29, 2008, New Brands America
LLC (“New Brands”), an affiliate of the Falic Group, purchased a 50% interest in
Iconix Latin America.  In consideration for its 50% interest in Iconix
Latin America, New Brands agreed to pay $6.0 million 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.  As of December 31, 2009, the
balance owed to the Company under this obligation is $3.5 million.  The
current portion of $2.5 million is included in the Consolidated Balance Sheet in
prepaid advertising and other and the long term portion of $1.0 million is
included in other assets – non-current.




62




Based on the corporate structure, voting
rights and contributions of the Company and New Brands, Iconix Latin America is
not subject to consolidation.   This conclusion was based on the
Company’s determination that the entity met the criteria to be considered a
“business,” and therefore was not subject to consolidation due to the “business
scope exception” ofASC Topic 810. As such, the Company has
recorded its investment under the equity method of
accounting.





At December 31, 2009, Iconix Latin
America’s balance sheet included approximately $1.0 million in current assets,
$1.2 million in total assets, $0.2 million in current liabilities, and $0.2
million in total liabilities.  For 2009, Iconix Latin America’s
statement of operations reflects that it had approximately $1.7 million in
revenue and approximately $0.2 million in operating expenses.  As a
result, during 2009, the Company recorded equity earnings of approximately $0.8
million on its equity investment in the Iconix Latin America joint venture,
representing the Company’s 50% equity interest in Iconix Latin
America.




Ed Hardy





In May 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 588,688
shares of the Company’s common stock valued at $8.0 million.  In
addition, the sellers of the 50% interest may 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.  As of December 31, 2009, the Company has determined that
the sellers had met the threshold of royalties received by Ed Hardy to trigger
this earn-out.  As such, the Company has accrued $1.0 million in
accounts payable and accrued expenses on the Consolidated Balance Sheet as of
December 31, 2009.





Based on the corporate structure, voting
rights and contributions of the Company and Hardy Way, Hardy Way is not subject
to consolidation.   This conclusion was based on the Company’s
determination that the entity met the criteria to be considered a
“business,” and therefore was not subject to consolidation due to the “business
scope exception” ofASC Topic 810. As such, the Company has
recorded its investment under the equity method of
accounting.





At December 31, 2009, Hardy Way’s
balance sheet included approximately $1.9 million in current assets, $1.9
million in total assets, $0.2 million in current liabilities, and $0.2 million
in total liabilities.  For 2009, Hardy Way’s statement of operations
reflects that it had approximately $8.0 million in revenue
and approximately $0.5 million in operating
expenses.As a result, during 2009, the Company
recorded equity earnings of approximately $3.7 million on its equity investment
in the Hardy Way joint venture, representing the Company’s 50% equity interest
in Hardy Way.As of December 31, 2009, the Company’s
equity at risk in Hardy Way was approximately $19.7 million.





IPH Unltd





In October 2009, the Company
consummated, through a newly formed subsidiary, IPH Unltd, a transaction with
the sellers of the Ecko portfolio of brands, including Ecko and Zoo York (the
“Ecko Assets”), pursuant to which the sellers sold and/or contributed the Ecko
Assets to IPH Unltd joint venture in exchange for a 49% membership interest in
IPH Unltd and $63.5 million in cash which had been contributed to IPH Unltd by
the Company.  As a result of this transaction, the Company owns a 51%
controlling membership interest in IPH Unltd.  In addition, IPH Unltd
borrowed $90.0 million from a third party to repay certain indebtedness of the
sellers.  Approximately $0.7 million in costs associated with this
transaction have been expensed in 2009, and is reflected in selling, general and
administrative expenses in the Consolidated Income
Statement.




The following table is a reconciliation
of cash paid to sellers and the fair value of the sellers non-controlling
interest:





Cash
      paid to sellers
                
                $
                63,500Fair
      value of 49% non-controlling interest to sellers
                
                
                57,959$
                121,459





Theestimated fair value of the assets
acquired, less long-term debt issued, is allocatedas follows:





Trademarks
                
                $
                203,515License
      agreements
                
                
                6,830Non-compete
      agreement
                
                
                400Goodwill
                
                
                714Long-term
      debt issued
                
                
                (90,000
                )$
                121,459





63




ASC Topic 810affirms that consolidation is
appropriate when one entity has a controlling financial interest in another
entity.The
Companyowns a 51%
membership interest inIPH
Unltdcomparedto the minority owner’s49% membership interest.Further, the Company believes that the
voting and veto rights of the minority shareholder are merely protective in
nature and does not provide them with substantive participating rights in IPH
Unltd.  As such, IPH Unltd is subject to consolidation with the
Company, which is reflected in the Consolidated Balance Sheet as of December 31,
2009, and the Consolidated Income Statement, Consolidated Statement of
Stockholders’ Equity, and the Consolidated Statement of Cash Flows for
2009.





In accordance with ASC Topic 810, the
Company recognizes the non-controlling interest of IPH Unltd as equity in the
consolidated financial statements and separate from the parent’s
equity.  For 2009, the amount of net income attributable to the
non-controlling interest is approximately $1.3 million and has been included in
net income attributable to non-controlling interest in the Consolidated Income
Statement.  For 2009, IPH Unltd’s statement of operations reflects
that it had approximately $5.9 million in revenue, approximately $0.8 million in
operating expenses, and approximately $1.2 million in interest
expense.





The Ecko
and Zoo York trademarks have been determined by management to have an indefinite
useful life and accordingly, consistent with ASC Topic 350, no amortization is
being recorded in the Company’s consolidated income statements. The goodwill and
trademarks are subject to a test for impairment on an annual basis. Any
adjustments resulting from the finalization of the purchase price allocations
will affect the amount assigned to the Company’s Consolidated Income Statement.
The $0.7 million of goodwill is deductible for income tax
purposes.  The licensing contracts are being amortized on a
straight-line basis over the remaining contractual periods of approximately 1 to
9 years.





At December 31, 2009, the impact of
consolidating the joint venture on the Company’s Consolidated Balance
Sheet has increased current assets by $15.4 million, non-current assets by
$211.2 million, current liabilities by $21.2 million and total liabilities by
$101.2 million.





As of December 31, 2009, the Company’s
equity at risk in IPH Unltd was approximately$61.5 million, respectively. At December
31, 2009, the carrying value of the consolidated assets that are collateral for
the variable interest entity’s obligations total $210.3 million, which is
comprised of trademarks and license agreements. The assets of the
Company are not available to the variable interest entity's
creditors.





Iconix Europe





In December 2009, the Company
contributed substantially all rights to its brands in the European Territory to
Iconix Europe LLC, a newly formed wholly-owned subsidiary of the Company
(“Iconix Europe”).  Also in December 2009 and shortly after the
formation of Iconix Europe, an investment group led by The Licensing Company and
Albion Equity Partners LLC purchased a 50% interest in Iconix Europe through
Brand Investments Vehicles Group 3 Limited (“BIV”), to assist the
Company in developing, exploiting, marketing and licensing the Company's
brands in the European Territory.  In consideration for its 50%
interest in Iconix Europe, BIV agreed to pay $4.0 million, of which $3.0 million
was paid upon closing of this transaction in December 2009, the remaining $1.0
million to be paid in December 2010, and is included in prepaid advertising and
other on the Company’s Consolidated Balance Sheet at December 31,
2009.  As a result of this transaction, the Company recognized a gain
of approximately $7.0 million which is included in licensing and other revenue
on the Consolidated Income Statement.The Company’s maximum exposure for this
investment is$13.3million.





At inception, the Company determined, in
accordance with ASC 810, based on the corporate structure, voting rights and
contributions of the Company and BIV, that Iconix Europe is not a variable
interest entity and not subject to consolidation.  The Company has
recorded its investment under the equity method of
accounting.





At December 31, 2009, Iconix Europe’s
balance sheet included approximately $26.5 million in total
assets.





Unaudited
Pro-formas




The following unaudited pro-forma
information presents a summary of the Company’s consolidated results of
operations as if the Danskin, Rocawear, Pillowtex, Starter, Ecko and Zoo York
acquisitions and their related financings had occurred on January 1, 2007.
They do not give effect to the Company’s October 2008 acquisition of the Waverly
brand, the Company’s May 2009 investment in Hardy Way, the owner of the Ed Hardy
brands, the Company’s sale of the Joe Boxer trademark in Canada in September
2009, or the Iconix Europe transaction, as such pro forma disclosure is notmaterial. These pro forma results have been
prepared for comparative purposes only and do not purport to be indicative of
the results of operations which actually would have resulted had the
acquisitions occurred on January 1, 2007, or which may result in the
future.





64





(000's
      omitted, except per share information)
              
              2009
              
              
              2008
              
              
              2007Licensing
      and other revenue
              
              $
              263,892
              
              
              $
              262,435
              
              
              $
              252,408Operating
      income
              
              $
              180,231
              
              
              $
              181,988
              
              
              $
              199,250Net
      income
              
              $
              89,921
              
              
              $
              84,313
              
              
              $
              96,629Net
      income attributable to non-controlling interest
              
              $
              7,561
              
              
              $
              10,488
              
              
              $
              11,282Net
      income attributable to Iconix Brand Group, Inc.
              
              
              82,360
              
              
              
              73,825
              
              
              
              85,347Basic
      earnings per common share
              
              $
              1.25
              
              
              $
              1.28
              
              
              $
              1.50Diluted
      earnings per common share
              
              $
              1.21
              
              
              $
              1.21
              
              
              $
              1.39








3.  Fair Value
Measurements





SFAS No. 157 “Fair Value Measurements”
(“SFAS 157”) (ASC Topic 820), which the Company adopted on January 1, 2008,
establishes a framework for measuring fair value and requires expanded
disclosures about fair value measurement. While SFAS 157 does not require any
new fair value measurements in its application to other accounting
pronouncements, it does emphasize that a fair value measurement should be
determined based on the assumptions that market participants would use in
pricing the asset or liability. As a basis for considering market participant
assumptions in fair value measurements, SFAS 157 established the following fair
value hierarchy that distinguishes between (1) market participant assumptions
developed based on market data obtained from sources independent of the
reporting entity (observable inputs) and (2) the reporting entity's own
assumptions about market participant assumptions developed based on the best
information available in the circumstances (unobservable
inputs):





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




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





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





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





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





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





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





To determine the fair value of certain
financial instruments, the Company relies on Level 2 inputs generated by market
transactions of similar instruments where available, and Level 3 inputs using an
income approach when Level 1 and Level 2 inputs are not available. The Company’s
assessment of the significance of a particular input to the fair value
measurement requires judgment and may affect the valuation of financial assets
and financial liabilities and their placement within the fair value hierarchy.
The following table summarizes the instruments measured at fair value at
December 31, 2009:





Carrying Amount as ofDecember
      31, 2009
              
              
              
              
              
              
              
              
              
              Valuation(000's omitted)
              
              Level 1
              
              
              Level 2
              
              
              Level 3
              
              TechniqueMarketable
      Securities
              
              $
              -
              
              
              $
              -
              
              
              $
              6,988
              
              (B)Cash Flow
    Hedge
              
              $
              -
              
              
              $
              1
              
              
              $
              -
              
              (A)





December
      31, 2008
              
              
              
              
              
              
              
              
              
              Valuation(000's omitted)
              
              Level 1
              
              
              Level 2
              
              
              Level 3
              
              TechniqueMarketable
      Securities
              
              $
              -
              
              
              $
              -
              
              
              $
              7,522
              
              (B)Cash Flow
    Hedge
              
              $
              -
              
              
              $
              1
              
              
              $
              -
              
              (A)




65




Marketable
Securities





Marketable securities, which are
accounted for as available-for-sale, are stated at fair value in accordance with
ASCTopic 320 and consist of auction rate securities (“ARS”). Temporary changes
in fair market 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 December 31, 2009, the Company
held ARS with a face value of $13.0 million and a fair value of approximately
$7.0 million.  In December 2008, the insurer of the ARS exercised its
put option to replace the underlying securities of the ARS with its preferred
securities. Although the ARS had paid cash dividends according to their stated
terms, during the second quarter of 2009, the Company received notice from the
insurer that payment of cash dividends ceased as of July 31, 2009 and would be
resumed only if the board of directors of the insurer declared such cash
dividends to be payable at a later date.  The insurer’s board of directors
temporarily reinstated dividend payments for the 4-week period from December 23,
2009 to January 15, 2010.InJanuary 2010,the Companycommenced a lawsuit against the
broker-dealer of these ARS
alleging,among other things,fraud, andseeking full recovery of the $13.0
million face value of the ARS, as well as legal costs and punitive
damages(see Note
10).Prior to the cessation of cash dividend
payments, the Company estimated the fair value of its ARS with a discounted cash
flow model where the Company used the expected rate of cash dividends to be
received.  As the cash dividend payments have ceased, the Company has
changed its methodology for estimating the fair value of the
ARS.  Beginning June 30, 2009, the Company estimated the fair value of
its ARS using the present value of the weighted average of several scenarios of
recovery based on management’s assessment of the probability of each
scenario. The Company considered a variety of factors in its model
including: credit rating of the issuer and insurer, comparable market data (if
available), current macroeconomic market conditions, quality of the underlying
securities, and the probabilities of several levels of recovery and
reinstatement of the cash dividend payments.  As a result of its
evaluation, during 2009 the Company has recorded an unrealized pre-tax loss of
approximately $0.5 million in accumulated other comprehensive loss as a
reduction to stockholders’ equity to reflect a temporary decline in the fair
value of the ARS.  The Company believes the decrease in fair value is
temporary due to general macroeconomic market conditions.  Further,
the Company has the ability and intent to hold the ARS until an anticipated full
redemption. These funds will not be available to the Company unless a successful
auction occurs, a buyer is found outside the auction process,or ifrecovery is realizedthrough settlement or legal
judgmentof the action
brought against the broker-dealer. As the ARS have failed to auction and may not
auction successfully in the near future, the Company has classified its ARS as
non-current. The Company continues to monitor the auction rate securities market
and considers its impact, if any, on the fair value of its ARS.  The
following table summarizes the activity for the period:




Auction Rate Securities(000's omitted)2009
                  
                  
                  2008Balance at beginning of
      period
                  
                  $
                  7,522
                  
                  
                  $
                  10,920Additions
                  
                  
                  -
                  
                  
                  
                  -Gains (losses) reported in
      earnings
                  
                  
                  -
                  
                  
                  
                  -Losses reported in accumulated
      other comprehensive loss
                  
                  
                  (534
                  )
                  
                  
                  (3,398
                  )Balance at end of
      period
                  
                  $
                  6,988
                  
                  
                  $
                  7,522




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 ASC Topic 815.  On a quarterly basis, the value
of the hedge is adjusted to reflect its current fair value, with any adjustment
flowing through other comprehensive income. The fair value 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 fair value
hierarchy. At December 31, 2009, the fair value of the Interest Rate Cap was
approximately $1. 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.





Financial
Instruments





At December 31, 2009 and 2008, the
fair values of cash and cash equivalents, receivables and accounts payable and
accrued expenses approximated their carrying values due to the short-term nature
of these instruments. The fair value of the note receivable from New Brands (see
Note 3) approximates its $3.5 million carrying value; the fair value of the note
receivable due from the purchasers of the Canadian trademark for Joe Boxer
approximates its $4.0 million carrying value.  The estimated fair
values of other financial instruments subject to fair value disclosures,
determined based on broker quotes or quoted market prices or rates for the same
or similar instruments, and the related carrying amounts are as
follows:





66




(000's omitted)
              
              December
      31, 2009
              
              
              December 31, 2008Carrying Amount
              
              
              Fair Value
              
              
              Carrying Amount
              
              
              Fair ValueLong-term debt, including current
      portion
              
              $
              662,379
              
              
              $
              650,732
              
              
              $
              618,589
              
              
              $
              534,098





Financial instruments expose the Company
to counterparty credit risk for nonperformance and to market risk for changes in
interest.  The Company manages exposure to counterparty credit risk through
specific minimum credit standards, diversification of counterparties and
procedures to monitor the amount of credit exposure. The Company’s financial
instrument counterparties are substantial investment or commercial banks with
significant experience with such instruments.





Non-Financial Assets and
Liabilities





On January 1, 2009, the Company adopted
the provisions of ASC Topic 820 with respect to its non-financial assets and
liabilities requiring non-recurring adjustments to fair value using a market
participant approach. The Company uses a discounted cash flow model with level 3
inputs to measure the fair value of its non-financial assets and
liabilities.  The Company had no impairment adjustments in 2009. 
The Company also adopted the provisions of ASC 820 as it relates to purchase
accounting for its acquisitions.  The Company has goodwill, which is
tested for impairment at least annually, as required by ASC Topic
350.  Further, in accordance with ASC Topic 350, the Company’s
indefinite-lived trademarks are tested for impairment at least annually, on an
individual basis as separate single units of accounting.  Similarly,
consistent with ASC Topic 360 as it relates to accounting for the impairment or
disposal of long-lived assets, the Company assesses whether or not there is
impairment of the Company’s definite-lived trademarks.  There was no
impairment, and therefore no write-down, of any of the Company’s long-lived
assets during 2009.





4.  Trademarks and Other
Intangibles, net




Trademarks and other intangibles, net
consist of the following:




December 31,
      2009
              
              
              December 31, 2008Estimated
              
              Gross
              
              
              
              
              
              GrossLives in
              
              Carrying
              
              
              Accumulated
              
              
              Carrying
              
              
              Accumulated(000's omitted)
              Years
              
              Amount
              
              
              Amortization
              
              
              Amount
              
              
              AmortizationIndefinite life
      trademarks
              Indefinite(1)
              
              $
              1,229,695
              
              
              $
              9,498
              
              
              $
              1,035,382
              
              
              $
              9,498Definite life
      trademarks
              10-15
              
              
              19,571
              
              
              
              3,715
              
              
              
              19,561
              
              
              
              2,252Non-compete
      agreements
              2-15
              
              
              10,475
              
              
              
              7,644
              
              
              
              10,075
              
              
              
              6,098Licensing
      agreements
              1-9
              
              
              29,023
              
              
              
              13,338
              
              
              
              22,193
              
              
              
              9,136Domain
names
              5
              
              
              570
              
              
              
              450
              
              
              
              570
              
              
              
              337$
              1,289,334
              
              
              $
              34,645
              
              
              $
              1,087,781
              
              
              $
              27,321





(1) The
amortization for the Candie’s and Bongo trademarks is as of June 30,
2005.  Effective July, 1 2005, the Company changed their useful lives
to indefinite.





In September 2009, the Company entered
into a perpetual license and purchase option agreement with a licensee for
its Joe Boxer trademark covering the Canadian territory in exchange for
approximately $5.1 million.  As a result of this transaction, the
balance of the Company’s indefinite life trademarks was reduced by approximately
$1.0 million, representing the cost basis for the Joe Boxer trademark for the
Canadian territory;  further, goodwill of approximately $0.4 million
was written off in connection with this transaction.  In addition, as
a result of this transaction, a gain of approximately $3.7 million was
recognized in licensing and other revenue on the Consolidated Income
Statement.





In October 2009, the Company
consummated, through a newly formed subsidiary, IPH, a transaction with the
sellers of the Ecko portfolio of brands, pursuant to which the sellers sold
and/or contributed the Ecko portfolio of brands to IPH Unltd in exchange for a
49% membership interest in IPH Unltd and $63.5 million in cash which had been
contributed to IPH Unltd by the Company.  As a result of this
transaction, the Company owns 51% of the membership interest in IPH Unltd and is
consolidated in the Company consolidated financial statements.  In
addition, IPH Unltd borrowed $90.0 million from a third party to repay certain
indebtedness of the sellers.  As a result of this transaction, the
Company increased its indefinite life trademarks by $203.5 million, its
licensing agreements by $6.8 million, and its non-compete agreements by $0.4
million.  See note 2 for further explanation of this
transaction.





In December 2009, the Company
contributed substantially all rights to its brands in the European Territory to
Iconix Europe, a newly formed wholly-owned subsidiary.  Concurrently
with this transaction, a 50% membership interest was sold to BIV (see note 2 for
further explanation of this transaction).  As a result of this
transaction, the balance of the Company’s indefinite lived trademarks was
reduced by approximately $8.3 million, representing the aggregate cost basis for
the Company’s indefinite life trademarks for the European
Territory.





67





Amortization expense for intangible
assets for 2009, 2008 and 2007 was $7.3 million, $7.3 million and $5.6 million.
The trademarks of Candie’s, Bongo, Joe Boxer, Rampage, Mudd, London Fog,
Mossimo, Ocean Pacific, Danskin, Rocawear, Cannon, Royal Velvet, Fieldcrest,
Charisma, Starter, Waverly, Ecko and Zoo York 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 are 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.Amortization expense for intangible
assets subject to amortization, using the straight-line
method,for each of the
years in the five-yearperiod ending December 31, 2014 are estimated to be $7.0 million, $5.4 million,
$3.3million, $2.7 million, and
$1.8million,
respectively.








5.  Debt
Arrangements




The Company's debt is comprised of
the following:





December
31,2009
                        
                        
                        2008Convertible Notes (Note
      1)
                        
                        $
                        247,696
                        
                        
                        $
                        233,999Term Loan
      Facility
                        
                        
                        217,632
                        
                        
                        
                        255,307Asset-Backed
      Notes
                        
                        
                        94,865
                        
                        
                        
                        117,097Promissory
    Note
                        
                        
                        90,000
                        
                        
                        
                        -Sweet Note (Note
      7)
                        
                        
                        12,186
                        
                        
                        
                        12,186Total Debt
                        
                        $
                        662,379
                        
                        
                        $
                        618,589





Convertible Notes





On June 20, 2007, the Company completed
the issuance of $287.5 million principal amount of the Company's Convertible
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 of 7.85% 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 (see Note
1).  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 their conversion 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.





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 their Convertible 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 their Convertible 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.




68




Pursuant to guidance issued under ASC
Topic 815, the Convertible Notes are accounted for as convertible debt in the
accompanying Consolidated Balance Sheet and the embedded conversion option in
the Convertible Notes 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
7.





In June 2008, the FASB issued guidance
under ASC Topic 815 regarding the determination of whether an instrument (or an
embedded feature) is indexed to an entity’s own stock. This guidance 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. This guidance is effective for fiscal years beginning after
December 15, 2008.  The Company has evaluated the impact of this
guidance, and has determined it has no impact on the Company’s results of
operations and financial position in 2009, and will have no impact on the
Company’s results of operations and financial position in future fiscal
periods.





At December 31, 2009 and 2008, the
amount of the Convertible Notes accounted for as a liability was $247.7 million
and $234.0 million, and is reflected on the Consolidated Balance Sheets as
follows:





December
31,(000’s omitted)
                
                2009
                
                
                2008Equity component carrying
      amount
                
                $
                41,309
                
                
                $
                41,309Unamortized
      discount
                
                
                39,804
                
                
                
                53,501Net debt carrying
      amount
                
                
                247,696
                
                
                
                233,999








For 2009 and 2008, the Company recorded
additional non-cash interest expense of $13.1 million and $12.2 million,
respectively, representing the difference between the stated interest rate on
the Convertible Notes and the rate for a similar instrument that does not
have a conversion feature.





For both 2008 and 2009, cash interest
expense relating to the Convertible Notes was approximately $5.4
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 December 31, 2009, the balance of
deferred income tax assets related to this transaction was $13.4
million.





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 guidance issued under ASC
Topic 815 Derivatives and Hedging as it relates to accounting for derivative
financial instruments indexed to, and potentially settled in, a company’s own
stock, 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.




69




The Company has evaluated the
impact of adopting guidance issued under ASC Topic 815 regarding embedded
features 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 2009,
and will have no impact on the Company’s results of operations and financial
position in 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 (“Bankruptcy Court”). On September 17, 2009, the Company
filed proofs of claim with the Bankruptcy Court relating to the Lehman OTC
Convertible Note Hedges.  The Company will continue to monitor the
bankruptcy filings of Lehman Holdings and Lehman OTC with respect to such
claims.  The Company currently believes that the bankruptcy filings and
their potential impact on these entities will not have a material adverse effect
on the Company’s financial position, results of operations or cash flows. 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 thebenefit 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, a Delaware limited liability company
(“Official-Pillowtex”), with the proceeds of the Convertible Notes, the Company
pledged to LCPI, for thebenefit 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.





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 December 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 thebenefit 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 thebenefit of the Lenders, $15.6 million,
representing 50% of the excess cash flow from the subsidiaries subject to the
Term Loan Facility for 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. On March 13, 2009, the Company paid to LCPI, for thebenefit 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
December 31, 2009, $46.8 million has been classified as current portion of
long-term debt, which represents 50% of the estimated excess cash flow for 2009
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 2009, 2008 and 2007, the
effective interest rate of the Term Loan Facility was 3.05%, 5.81%, and 7.53%,
respectively.  At December 31, 2009, the balance of the Term Loan
Facility was $217.6 million.  As of December 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 December 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 December 31, 2009, the Term Loan Facility
Subsidiaries, directly or indirectly, owned the following trademarks, excluding
certain territories covered by the Iconix China, Iconix Latin America, and
Iconix Europe joint ventures (see Note 2): Danskin, Rocawear, Starter, Ocean
Pacific/OP, Mossimo, Cannon, Royal Velvet, Fieldcrest, Charisma and
Waverly.




70




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 3 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 December 31, 2009, the balance of the Asset-Backed
Notes was $94.9 million, $24.2 million of which is included in the current
portion of long-term debt on the Consolidated Balance Sheet.





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, $2.0 million and $0.9 million as of December 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 December 31, 2009 and
2008, $15.9 million has been classified as non-current and disclosed as
restricted cash within other assets on the Company's Consolidated Balance
Sheets.





Interest rates and terms on the
outstanding principal amount of the Asset-Backed Notes as of December 31, 2009
are as follows: $32.5 million principal amount bears interest at a fixed
interest rate of 8.45% with a six year term, $14.3 million principal amount
bears interest at a fixed rate of 8.12% with a six year term, and $48.1 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 is required to 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).





Promissory Note





In connection with the Ecko transaction,
IPH Unltd issued a promissory note (“Promissory Note”) to a third party creditor
for $90.0 million.  IPH Unltd’s obligations under the Promissory Note
are secured by the Ecko portfolio oftrademarks and related intellectual
property assets(including
Ecko and Zoo York), further guaranteed personally by the minority owner of IPH
Unltd.  Amounts outstanding under the Promissory Note bear interest at
7.50% per annum, with minimum principal payable in equal quarterly installments
of $2.5 million, with any remaining unpaid principal balance and accrued
interest to be due on June 30, 2014, the Promissory Note maturity
date.  The Promissory Note may be prepaid without penalty, and would
be applied to the scheduled quarterly principal payments in the order of their
maturity.  As of December 31, 2009, the total principal balance of the
Promissory Note is $90.0 million, of which $10.0 million is included in the
current portion of long-term debt on the Consolidated Balance
Sheet.




71




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
10.





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 December 31, 2009, the Sweet Note
is approximately $12.2 million and included in the current portion of long-term
debt.The Sweet Note bears interest, which was
accrued for during 2009 and 2008 and included in accounts payable and accrued
expenses, at the rate of 8% per year.





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 thebenefit 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 2009 and 2008, at
the rate of 8% per year.





Debt Maturities





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




(000’s
    omitted)
              
              Total
              
              
              2010
              
              
              2011
              
              
              2012
              
              
              2013
              
              
              2014Convertible Notes1
              
              $
              247,696
              
              
              $
              -
              
              
              $
              -
              
              
              $
              247,696
              
              
              $
              -
              
              
              $
              -Term Loan
      Facility
              
              
              217,632
              
              
              
              46,849
              
              
              
              -
              
              
              
              170,783
              
              
              
              -
              
              
              
              -Asset-Backed
      Notes
              
              
              94,865
              
              
              
              24,216
              
              
              
              26,380
              
              
              
              33,468
              
              
              
              10,801
              
              
              
              -Promissory
    Note
              
              
              90,000
              
              
              
              10,000
              
              
              
              10,000
              
              
              
              10,000
              
              
              
              10,000
              
              
              
              50,000Sweet Note
              
              
              12,186
              
              
              
              12,186
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Total Debt
              
              $
              662,379
              
              
              $
              93,251
              
              
              
              36,380
              
              
              
              461,947
              
              
              
              20,801
              
              
              
              50,000





1reflects the net debt carrying amount of
the Convertible Notes on the Consolidated Balance Sheet as of December 31, 2009,
in accordance with accounting for convertible notes.  The principal
amount owed to the holders of the Convertible Notes is $287.5
million.





6. Stockholders’
Equity





Public Offering





On June 9, 2009, the Company completed a
public offering of common stock pursuant to a registration statement that had
been declared effective by the Securities and Exchange
Commission.  All 10,700,000 shares of common stock offered by the
Company in the final prospectus were sold at $15.00 per share.  Net
proceeds to the Company from the offering amounted to approximately $152.8
million.




72




2009 Equity Incentive
Plan





On August 13, 2009, the Company's
stockholders approved the Company's 2009 Equity Incentive Plan ("2009
Plan”). The 2009 Plan authorizes the granting of common stock options or other
stock-based awards covering up to 3,000,000 shares of the Company’s common
stock.  All employees, directors, consultants and advisors of the
Company, including those of the Company's subsidiaries, are eligible to be
granted non-qualified stock options and other stock-based awards (as defined)
under the 2009 Plan, and employees are also eligible to be granted incentive
stock options (as defined) under the 2009 Plan. No new awards may be granted
under the Plan after August 13, 2019.





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.This plan expired by its
terms on January 26, 2010.





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
2009 and 2008, the Company repurchased 200,000 and 258,200 shares for
approximately $1.5 million and $1.8 million, respectively.  No shares
were repurchased by the Company during 2007.





Stock Options





The Black-Scholes option valuation model
was developed for use in estimating the fair value 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 fair value estimate, in management's opinion, the existing models do
not necessarily provide a reliable single measure of the fair value of its
employee stock options.





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





Expected
      Volatility
                
                
                30 - 45
                %Expected Dividend
      Yield
                
                
                0
                %Expected Life
      (Term)
                
                3 - 7 yearsRisk-Free Interest
      Rate
                
                
                3.00 - 4.75
                %





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 year ended December 31, 2009 are as
follows:





Options
                      
                      
                      
                      
                      Weighted-AverageOptions
                      
                      
                      Exercise PriceOutstanding January 1,
      2007
                      
                      
                      5,769,632
                      
                      
                      $
                      4.35Granted
                      
                      
                      -
                      
                      
                      
                      -Canceled
                      
                      
                      (12,000
                      )
                      
                      
                      16.80Exercised
                      
                      
                      (651,089
                      )
                      
                      
                      5.02Expired/Forfeited
                      
                      
                      -
                      
                      
                      
                      -Outstanding December 31,
      2007
                      
                      
                      5,106,543
                      
                      
                      $
                      4.23Granted
                      
                      
                      -
                      
                      
                      
                      -Canceled
                      
                      
                      (12,000
                      )
                      
                      
                      16.96Exercised
                      
                      
                      (1,199,405
                      )
                      
                      
                      3.92Expired/Forfeited
                      
                      
                      -
                      
                      
                      
                      -Outstanding December 31,
      2008
                      
                      
                      3,895,138
                      
                      
                      $
                      4.29Granted
                      
                      
                      35,000
                      
                      
                      
                      13.77Canceled/Forfeited
                      
                      
                      (8,000
                      )
                      
                      
                      16.96Exercised
                      
                      
                      (828,059
                      )
                      
                      
                      3.84Expired/Forfeited
                      
                      
                      -
                      
                      
                      
                      -Outstanding December 31,
      2009
                      
                      
                      3,094,079
                      
                      
                      $
                      4.48Exercisable at December 31,
      2009
                      
                      
                      3,090,745
                      
                      
                      $
                      4.48




73




The weighted average contractual term
(in years) of options outstanding as of December 31, 2009, 2008, and 2007, were
3.88, 4.66, and 5.57 respectively. The weighted average contractual term (in
years) of options exercisable as of December 31, 2009, 2008, and 2007,were3.87, 4.66, and 5.54
respectively.





The total fair value of options vested
during 2009 and 2007, was $0.2 million and $0.1 million,
respectively.  No options vested during 2008.





Cash received from option exercise under
all share-based payment arrangements for 2009, 2008, and 2007 was $3.2 million,
$2.3 million, and $3.6 million respectively. A taxbenefit of approximately $3.6 million, $8.2
million and $1.2 million for 2009, 2008 and 2007, respectively, were share-based
payment arrangements.





The aggregate intrinsic value is
calculated as the difference between the market price of the Company’s common
stock as of December 31, 2009 and the exercise price of the underlying options.
At December 31, 2009, 2008, and 2007, the aggregate intrinsic value of options
exercised was $7.3 million, $7.0 million, and $9.5 million, respectively. At
December 31, 2009, 2008 and 2007 the aggregate intrinsic value of options
outstanding was $25.3 million, $21.4 million, and $78.8 million,
respectively.  In addition, at December 31, 2009, 2008, and 2007, the
aggregate intrinsic value of options exercisable was $25.3 million, $21.4
million, and $77.4 million, respectively.





At December 31, 2009, 2008, and 2007,
exercisable stock options totaled 3,090,745, 3,895,138, and 5,021,875, and had
weighted average exercise prices of $5.03, $4.29, and $4.18 per share,
respectively.





Warrants




Weighted-AverageWarrants
                    
                    
                    Exercise PriceOutstanding January 1,
      2007
                    
                    
                    799,175
                    
                    
                    
                    11.02Granted
                    
                    
                    436,668
                    
                    
                    
                    21.38Canceled
                    
                    
                    -
                    
                    
                    
                    -Exercised
                    
                    
                    (968,943
                    )
                    
                    
                    11.34Expired
                    
                    
                    -
                    
                    
                    
                    -Outstanding December 31,
      2007
                    
                    
                    266,900
                    
                    
                    
                    16.76Granted
                    
                    
                    20,000
                    
                    
                    
                    6.65Canceled
                    
                    
                    -
                    
                    
                    
                    -Exercised
                    
                    
                    -
                    
                    
                    
                    -Expired
                    
                    
                    -
                    
                    
                    
                    -Outstanding December 31,
      2008
                    
                    
                    286,900
                    
                    
                    
                    16.99Granted
                    
                    
                    -
                    
                    
                    
                    -Canceled
                    
                    
                    -
                    
                    
                    
                    -Exercised
                    
                    
                    -
                    
                    
                    
                    -Expired
                    
                    
                    -
                    
                    
                    
                    -Outstanding December 31,
      2009
                    
                    
                    286,900
                    
                    
                    
                    16.99Exercisable at December 31,
      2009
                    
                    
                    286,900
                    
                    
                    
                    16.99





All warrants issued in connection with
acquisitions are recorded at fair market 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 fair market value of the
instruments issued, a measure which is more readily available than the fair
market value of services rendered, using the Black Scholes model. The fair
market value of the instruments issued is expensed over the vesting
period.




The weighted average contractual term
(in years) of warrants outstanding and exercisable as of December 31, 2009, 2008
and 2007 were 5.97,
6.97and 7.39,
respectively.




74




The fair value of warrants vested during
2008 and 2007 were $0.1 million and $5.9 million, respectively.  No
warrants vested during 2009.





Cash received from warrants exercised
under all share-based payment arrangements for 2007 was $0.4
million.  No warrants were exercised during 2009 and
2008.




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):




2009
              
              
              2008
              
              
              2007Shares
              
              
              Weighted
                Average
                Grant
                Date Fair
                Value
              
              
              Shares
              
              
              Weighted
                Average
                Grant
                Date Fair
                Value
              
              
              Shares
              
              
              Weighted
                Average
                Grant Date
                Fair ValueNon-vested, January
      1
              
              
              1,513,983
              
              
              $
              18.96
              
              
              
              144,127
              
              
              $
              19.41
              
              
              
              95,655
              
              
              $
              17.46Granted
              
              
              842,036
              
              
              
              14.05
              
              
              
              1,721,198
              
              
              
              18.98
              
              
              
              107,182
              
              
              
              20.68Vested
              
              
              (268,191
              )
              
              
              16.41
              
              
              
              (272,563
              )
              
              
              18.90
              
              
              
              (53,308
              )
              
              
              18.58Forfeited/Canceled
              
              
              (46,702
              )
              
              
              18.32
              
              
              
              (78,779
              )
              
              
              20.31
              
              
              
              (5,402
              )
              
              
              18.51Non-vested, December
      31
              
              
              2,041,126
              
              
              
              17.28
              
              
              
              1,513,983
              
              
              
              18.96
              
              
              
              144,127
              
              
              
              19.41





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 of1-5 years. The cost of the restricted
stock awards, which is the fair market value on the date of grant net of
estimated forfeitures, is expensed ratably over the vesting period. During2009, 2008 and
2007, the Company awarded 842,036,
1,721,198and107,182restricted shares,
respectively, with a
vesting period of 2-5years
and a fair market value of
approximately $11.8 million, $32.7 million and $2.2million.





Compensation expense related to
restricted stock grants for
2009, 2008 and 2007 was approximately $8.9 million, $9.1 million and
$1.7million, respectively.
An additional amount of $18.1million is expected to be expensed
evenly over a period of
approximately threeyears.
During2009, 2008 and
2007, the Company withheld
shares valued at $0.7
million, $3.2 million, and
$0, respectively, of its restricted common stock in connection with net share
settlement of restricted stock grants and option exercises.





Shares Reserved for
Issuance





At December 31, 2009, 2,173,978 common
shares were reserved for issuance under the 2009 Plan, and 76,653 common shares
were reserved for issuance of stock options under the 2006 Stock Option
Plan.   There were no common shares available for issuance under
the 2002, 2001, and 2000 Stock Option Plans.




7.  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 andcommon 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.





As of December 31, 2009, of the total potentially dilutive
shares related to restricted stock-based awards, stock options and warrants,1.8 million were anti-dilutive, compared
to 1.9 million as of December 31, 2008 and 0.1 million as of December 31,
2007.





As of December 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, 1.3 million of such awards (which is included in the total 1.8
million anti-dilutive
stock-based awards described above) were anti-dilutive and therefore not
included in this calculation.




75




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 December 31,
2009and therefore not
included in this calculation.





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





For the Year
      Ended(000's
    omitted)
              
              December
31,2009
              
              
              2008
              
              
              2007Basic
              
              
              65,763
              
              
              
              57,810
              
              
              
              56,694Effect of exercise of stock
      options
              
              
              2,141
              
              
              
              3,144
              
              
              
              4,323Effect of exercise of
      warrants
              
              
              -
              
              
              
              -
              
              
              
              115Effect of contingent common stock
      issuance
              
              
              149
              
              
              
              287
              
              
              
              144Effect of assumed vesting of
      restricted stock
              
              
              272
              
              
              
              7
              
              
              
              15068,325
              
              
              
              61,248
              
              
              
              61,426





8. 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 2009, 2008 or 2007..





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 abenefit to the “expenses related to
specific litigation”.





As a result of the judgment, in 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 December 31, 2009, the full $12.2 million current
balance of the Sweet Note and $2.0 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 thebenefit in special charges for 2007. As of
December 31, 2009, this receivable and the associated accrued interest of $2.0
million for 2009 are included in other assets - non-current.





9.  Expenses Related to
Specific Litigation





Expenses related to specific litigation
consist of legal expenses and costs related to the Unzipped litigation. For
2009, the Company recorded expenses related to specific litigation of $0.1
million; for 2008, the Company recorded expenses related to specific litigation
of $0.9 million; and for 2007, the Company recorded a netbenefit related to specific litigation of
$6.0 million.  See Note 9 for information relating to
Unzipped.




76




10.  Commitments and
Contingencies




Sweet Sportswear/Unzipped
litigation





In August 2004, the Company commenced a
lawsuit in the Superior Court of California, Los Angeles County, against
Unzipped’s former manager, supplier and distributor Sweet, Azteca and ADS and
Hubert Guez, a principal of these entities and former member of the Company’s
board of directors (collectively referred to as the Guez defendants) alleging
numerous causes of action, including fraud, breach of contract, breach of
fiduciary duty and trademark infringement. Sweet, Azteca and ADS filed
counterclaims against the Company claiming damages resulting from, among other
things, a variety of alleged contractual breaches.





In April 2007, a jury returned a verdict
of approximately $45 million in the Company’s favor on every claim that the
Company pursued, and against the Guez defendants on every counterclaim they
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, in addition, awarded the Company $5 million in
punitive damages against Guez personally.




In November 2007, the Court, among
other things, reduced the total damages awarded against the Guez defendants by
approximately 50% and reduced the amount of punitive damages assessed against
Guez to $4 million. The Court also entered judgments against Guez in the amount
of approximately $11 million and ADS in the amount of approximately $1.3
million. It also entered judgment against all of the Guez defendants on every
counterclaim that they pursued in the litigation, including ADS’s and Azteca’s
unsuccessful efforts to recover against Unzipped any account balances claimed to
be owed, totaling approximately $3.5 million and Sweet’s efforts to accelerate
the principal balance of a note and other fees totaling approximately $15
million (these orders are collectively referred to as the “judgments”). The
Court also issued an order confirming an additional aggregate of approximately
$6.8 million of the jury’s verdicts against Sweet and Azteca (referred to as the
“confirmed verdicts”) but declined to enter judgment against these entities
since it had ordered a new trial with regard to certain of the jury’s other
damage awards against these entities.





In May 2008, the Court awarded the
Company statutory litigation costs (jointly and severally against the Guez
defendants) of approximately $650,000. In October 2008, the Court granted the
Company’s petition for attorneys’ fees with respect to approximately $7.7
million of fees (mostly against Sweet and Azteca), but did not award any
non-statutory (contractual) costs. In December 2008, the earlier judgments were
amended to add the cost award against all the Guez defendants, as well as
$100,000 of attorneys’ fees awarded against ADS.





In sum, the trial court entered judgment
in the Company’s favor of over $12 million and has confirmed, but not reduced to
judgment, additional amounts owed of approximately $15 million, which consists
of the confirmed verdicts plus the fee and cost awards against Sweet and Azteca.
All of these amounts accrue interest at an annual rate of 10%. All parties have
filed notices of appeal. The Company’s notice of appeal related to, among other
things, those parts of the jury’s verdicts vacated by the Court. In December
2008, the Company also filed a notice of appeal from the Court’s orders relating
to attorneys’ fees awarded against ADS, statutory costs and non-statutory costs.
The Guez defendants have posted an aggregate of approximately $51.7 million in
undertakings with the Court to secure the judgments. The Company is unable
to pursue collection of the monetary portions of the judgments during the
pendency of the appeals.





The Company intends to vigorously pursue
its appeals, and vigorously defend against the Guez defendants’
appeal.




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.





11.  Related Party
Transactions





Kenneth Cole Productions,
Inc.





On May 1, 2003,the Companygranted Kenneth Cole Productions, Inc.
the exclusive worldwide license to design, manufacture, sell, distribute and
market footwear under its Bongo brand. The chief executive officer and chairman
of Kenneth Cole Productions is Kenneth Cole, who is the brother of Neil Cole,the Company’sChief Executive Officer and President. During 2009, 2008 and2007,the Companyearned$0.3 million, $ $1.1 million and $0.7
million in royalties from Kenneth Cole Productions, respectively.  This license expired by its
terms on December 31, 2009.




The Candie's Foundation, a charitable
foundation founded by Neil Cole for the purpose of raising national awareness
about the consequences of teenage pregnancy, owed the Company $0.8 million and
$0.8 million at December 31, 2009 and 2008, respectively. In February 2010, theCandie’sFoundation received a contribution of
approximately $0.7 million from a licensee of the Company.  The
Candie's Foundation intends to pay-off the entire borrowing from the Company
during 2010, although additional advances will be made as and when
necessary.




77




Travel





The Company recorded expenses of
approximately
$326and $354 for2009 and2008, 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.  There were no such transactions in 2007.





12.  Operating
Leases





Future net minimum lease payments under
non-cancelable operating lease agreements as of December 31, 2009 are
approximately as follows:




(000’s omitted)


Year ending December 31,
      2010
              
              $
              2,444Year ending December 31,
      2011
              
              
              1,639Year ending December 31,
      2012
              
              
              1,828Year ending December 31,
      2013
              
              
              1,886Year ending December 31,
      2014
              
              
              1,932Thereafter
              
              
              19,204Totals
              
              $
              28,933





The leases require the Company to pay
additional taxes on the properties, certain operating costs and contingent rents
based on sales in excess of stated amounts.





Rent expense was approximately $2.9
million, $1.6 million, and $1.0 million for 2009, 2008 and 2007,
respectively. Contingent rent amounts have been immaterial for all
periods.





13.  Benefit and Incentive
Compensation Plans and Other




The Company sponsors a 401(k) Savings
Plan (the “Savings Plan”) which covers all eligible full-time employees.
Participants may elect to make pretax contributions subject to applicable
limits. At its discretion, the Company may contribute additional amounts to the
Savings Plan. During 2009 and 2008, the Company made contributions to the
Savings Plan of$45and $27.  The Company had no
contributions for 2007.




Stock-based awards are provided to
certain employees under the terms of the Company’s 2009 Plan and 2006 Equity
Incentive Plan. These plans are administered by the Compensation Committee of
the Board of Directors.





With respect to performance-based
restricted common stock units, the number of shares that ultimately vest and are
received by the recipient is based upon various performance criteria. Though
there is no guarantee that performance targets will be achieved, the Company
estimates the fair value of performance-based restricted stock based on the
closing stock price on the grant date.  Over the performance period,
the number of shares of common stock that will ultimately vest and be issued
is adjusted upward or downward based upon the Company’s estimation of
achieving such performance targets. The ultimate number of shares delivered to
recipients and the related compensation cost recognized as an expense will be
based on the actual performance metrics as defined under the 2009 Plan and the
2006 Equity Incentive Plan. Restricted common stock units are unit awards
entitle the recipient to shares of common stock upon vesting annually over as
much as 5 years for time-based awards or over 5 years for performance-based
awards. The fair value of restricted common stock units is determined on the
date of grant, based on the Company’s closing stock price.





14.   Income
Taxes





The Company accounts for income taxes in
accordance with ASC Topic 740. Under ASC Topic 740, 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 ASC Topic 740, including current and historical
results of operations, future income projections and the overall prospects of
the Company's business. Based upon management's assessment of all available
evidence, including the Company's completed transition into a licensing
business, estimates of future profitability based on projected royalty revenues
from its licensees, and the overall prospects of the Company's business,
management is of the opinion that the Company will be able to utilize thedeferred tax assets in the
foreseeable future, and as such do not anticipate requiring a further valuation
allowance. At December 31, 2009, the Company has a valuation allowance of
approximately $15.8 million to offset state and local tax net operating loss
carryforwards (“NOL”) which the Company believes are unlikely to be utilized in
the foreseeable future.  The valuation allowance
increasesby $3.8 million during 2009for the State NOLs.





At December 31, 2009 the Company had
utilized all available federal NOL’s. As of December 31, 2009, the Company
has available state and local NOL’s ranging from approximately
$126.0million to $166.0 million (inclusive of
$18.8million from
exercises of stock options on the state levelfor which any benefit
realized will be credited to additional paid in capital).




78




The income tax provision (benefit) for federal, and state and local
income taxes in the consolidated income statements consists of the
following:




(000's
    omitted)
              
              Year Ended
                December 31,
                2009
              
              
              Year Ended
                December 31,
                2008
              
              
              Year Ended
                December 31,
                2007Current:Federal
              
              $
              23,650
              
              
              $
              13,559
              
              
              $
              5,890State and
    local
              
              
              100
              
              
              
              446
              
              
              
              830Foreign
              
              
              338
              
              
              
              -Total
    current
              
              
              24,088
              
              
              
              14,005
              
              
              
              6,720Deferred:Federal
              
              
              17,698
              
              
              
              19,531
              
              
              
              25,388State and
    local
              
              
              (235)
              
              
              
              641
              
              
              
              (1,814
              )Total
    deferred
              
              
              17,463
              
              
              
              20,172
              
              
              
              23,574Total
    provision
              
              $
              41,551
              
              
              $
              34,177
              
              
              $
              30,294




The significant components of net
deferred tax assets of the Company consist of the following:




December
31,(000's
    omitted)
                
                2009
                
                
                2008State net operating loss
      carryforwards
                
                $
                15,826
                
                
                $
                13,148Receivable
      reserves
                
                
                1,867
                
                
                
                208Federal Foreign Tax
      Credits
                
                
                -
                
                
                
                209Federal Alternative Minimum Tax
      Credits
                
                
                -
                
                
                
                1,130Hedging
      transaction
                
                
                13,398
                
                
                
                18,739Intangibles
                
                
                2,392
                
                
                
                2,292Contribution
      carryover
                
                
                -
                
                
                
                87Equity
      compensations
                
                
                5,762
                
                
                
                2,576Accrued compensation and
      other
                
                
                1,748
                
                
                
                1,781Total deferred tax
      assets
                
                
                40,993
                
                
                
                40,170Valuation
      allowance
                
                
                (15,826)
                
                
                
                (13,052
                )Net deferred tax
      assets
                
                
                25,167
                
                
                
                27,118Trademarks, goodwill and other
      intangibles
                
                
                (70,845)
                
                
                
                (47,029
                )Depreciation
                
                
                (991)
                
                
                
                (1,098
                )Difference in cost basis of
      acquired intangibles
                
                
                (49,000)
                
                
                
                (49,000
                )Convertible
      Notes
                
                
                (14,635)
                
                
                
                (18,865
                )Investment in joint
      ventures
                
                
                (4,900)
                
                
                
                (2,477
                )Total deferred tax
      liabilities
                
                
                (140,371)
                
                
                
                (118,469
                )Total net deferred tax assets
      (liabilities)
                
                $
                (115,204)
                
                
                $
                (91,351
                )Balance Sheet detail on
      total  net deferred tax assets (liabilities):Current portion of net deferred
      tax assets
                
                $
                1,886
                
                
                $
                1,655Noncurrent portion of net deferredtax assets(liabilities)
                
                $
                (117,090)
                
                
                $
                (93,006
                )




79





The following is a rate reconciliation
between the amount of income tax provision at the Federal rate of 35% and
provision for (benefit from) taxes on operating profit
(loss):





Year ended December,
      31(000's
    omitted)
                
                2009
                
                
                2008
                
                
                2007Income tax provision computed at
      the federal rate of 35%
                
                $
                41,040
                
                
                $
                33,980
                
                
                $
                31,695Increase (reduction) in income
      taxes resulting from:State and local income taxes
      (benefit), net of federal income
      tax
                
                
                (4,013)
                
                
                
                (1,007
                )
                
                
                (3,640
                )Increase in valuation
      allowance
                
                
                3,843
                
                
                
                1,713
                
                
                
                3,000Tax credit
                
                
                -
                
                
                
                (304
                )
                
                
                -Other, net
                
                
                681
                
                
                
                (205
                )
                
                
                (761
                )Total
                
                $
                41,551
                
                
                $
                34,177
                
                
                $
                30,294




Effective January 1, 2007,the Companyadoptedguidance under ASC Topic 740-10 which
clarifiesthe accounting
and disclosure for uncertainty in incometaxes. The adoption of this
interpretation did not have a material impact on ourfinancial
statements.








The Company files income tax returns in
the U.S. federal and various state and localjurisdictions.  For federal income tax
purposes, the2006,2007, 2008 and 2009 tax
years remain open for examination by the tax authorities under the normal three
year statute oflimitations.  For state tax
purposes, our 2005 through 2009 tax years remain open for examination by the tax
authorities under a four year statute of limitations.





At December 31, 2009, the total
unrecognized taxbenefit was approximately
$1.2_million.  However, the liability is not recognized for accounting
purposes because the related deferred tax asset has been fully reserved in prior
years. A reconciliation of the beginning and ending amount of
gross unrecognized tax benefits is as follows:





(000’s
    omitted)
                
                2009
                
                
                2008
                
                
                2007Uncertain tax positions at January
      1
                
                $
                1,180
                
                
                $
                1,100
                
                
                $
                780Increases during the
      year
                
                
                
                
                
                
                80
                
                
                
                320Decreases during the
      year
                
                
                
                
                
                
                -
                
                
                
                -Uncertain tax positions at
      December 31
                
                $
                1,180
                
                
                $
                1,180
                
                
                $
                1,100




The Company is continuing its
      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 2009, 2008 and
      2007.  The Company does not believe that there will be a
      material change in it unrecognized tax positions over the next twelve
      months.  All of the unrecognized taxbenefits, if recognized, would be
      offset by the valuation
allowance.





15.   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.





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




For the Year
      Ended(000's
    omitted)
              
              December
31,2009
              
              
              2008
              
              
              2007Net sales by
      category:Direct-to-retail
      license
              
              $
              110,921
              
              
              $
              54,270
              
              
              $
              53,952Wholesale
      license
              
              
              108,100
              
              
              
              151,714
              
              
              
              103,639Other (commissions, sales of
      certain trademarks, sale of interest in subsidiary)
              
              
              13,037
              
              
              
              10,777
              
              
              
              2,413$
              232,058
              
              
              $
              216,761
              
              
              $
              160,004Net sales by geographic
      region:United
    States
              
              $
              218,693
              
              
              $
              195,856
              
              
              $
              150,376Other
              
              
              13,365
              
              
              
              20,905
              
              
              
              9,628$
              232,058
              
              
              $
              216,761
              
              
              $
              160,004




80




16.  Unaudited Consolidated
Interim Financial Information





Unaudited interim consolidated financial
information 2009, 2008 and 2007 is summarized as follows:




First
                                                    Quarter
                                                  
                                                  
                                                  Second
                                                    Quarter
                                                  
                                                  
                                                  Third
                                                    Quarter
                                                  
                                                  
                                                  Fourth
                                                    Quarter(in thousands except per share
      data)The year ended December 31,
      2009Licensing and other
      revenue
                                                  
                                                  $
                                                  50,501
                                                  
                                                  
                                                  $
                                                  56,408
                                                  
                                                  
                                                  $
                                                  59,367
                                                  
                                                  
                                                  $
                                                  65,782Operating
      income
                                                  
                                                  
                                                  34,177
                                                  
                                                  
                                                  
                                                  38,957
                                                  
                                                  
                                                  
                                                  38,344
                                                  
                                                  
                                                  
                                                  41,087Net income
                                                  
                                                  
                                                  15,649
                                                  
                                                  
                                                  
                                                  19,291
                                                  
                                                  
                                                  
                                                  20,454
                                                  
                                                  
                                                  
                                                  19,716Basic earnings per
      share(1)
                                                  
                                                  
                                                  0.27
                                                  
                                                  
                                                  
                                                  0.31
                                                  
                                                  
                                                  
                                                  0.29
                                                  
                                                  
                                                  
                                                  0.28Diluted earnings per
      share(1)
                                                  
                                                  
                                                  0.26
                                                  
                                                  
                                                  
                                                  0.30
                                                  
                                                  
                                                  
                                                  0.28
                                                  
                                                  
                                                  
                                                  0.27The year ended December 31,
      2008Licensing and other
      revenue
                                                  
                                                  $
                                                  55,667
                                                  
                                                  
                                                  $
                                                  51,700
                                                  
                                                  
                                                  $
                                                  55,135
                                                  
                                                  
                                                  $
                                                  54,259Operating
      income
                                                  
                                                  
                                                  36,765
                                                  
                                                  
                                                  
                                                  33,185
                                                  
                                                  
                                                  
                                                  36,298
                                                  
                                                  
                                                  
                                                  35,804Net income
                                                  
                                                  
                                                  16,521
                                                  
                                                  
                                                  
                                                  14,633
                                                  
                                                  
                                                  
                                                  16,421
                                                  
                                                  
                                                  
                                                  15,244Basic earnings per
      share(1)
                                                  
                                                  
                                                  0.29
                                                  
                                                  
                                                  
                                                  0.26
                                                  
                                                  
                                                  
                                                  0.28
                                                  
                                                  
                                                  
                                                  0.26Diluted earnings per
      share(1)
                                                  
                                                  
                                                  0.27
                                                  
                                                  
                                                  
                                                  0.24
                                                  
                                                  
                                                  
                                                  0.27
                                                  
                                                  
                                                  
                                                  0.25The year ended December 31,
      2007Licensing and commission
      revenue
                                                  
                                                  $
                                                  30,841
                                                  
                                                  
                                                  $
                                                  39,071
                                                  
                                                  
                                                  $
                                                  42,681
                                                  
                                                  
                                                  $
                                                  47,411Operating
      income
                                                  
                                                  
                                                  22,359
                                                  
                                                  
                                                  
                                                  29,729
                                                  
                                                  
                                                  
                                                  29,320
                                                  
                                                  
                                                  
                                                  40,381Net income
                                                  
                                                  
                                                  12,747
                                                  
                                                  
                                                  
                                                  14,787
                                                  
                                                  
                                                  
                                                  15,245
                                                  
                                                  
                                                  
                                                  17,485Basic earnings per
      share(1)
                                                  
                                                  
                                                  0.23
                                                  
                                                  
                                                  
                                                  0.26
                                                  
                                                  
                                                  
                                                  0.27
                                                  
                                                  
                                                  
                                                  0.31Diluted earnings per
      share(1)
                                                  
                                                  
                                                  0.21
                                                  
                                                  
                                                  
                                                  0.24
                                                  
                                                  
                                                  
                                                  0.25
                                                  
                                                  
                                                  
                                                  0.28





(1)
Quarterly earnings per share amounts may not add to full year amounts due to
rounding.





17.  Subsequent
Events





The Company has evaluated subsequent
events through February 26, 2010, the date the Company filed its Annual Report
on Form 10-K for the year ended December 31, 2009 with the Securities and
Exchange Commission.  There have been no subsequent events after December
31, 2009 for which disclosure is required.





81




REPORT OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM




Board of Directors and
Stockholders


Iconix Brand Group,
Inc.


New York, New York





The audits referred to in our report
dated February 26, 2010, relating to the consolidated financial statements
of Iconix Brand Group, Inc. and Subsidiaries, which is contained in Item 8 of
this Form 10-K also included the audit of the financial statement schedule
listed in the accompanying index. This financial statement schedule is the
responsibility of the Company's management. Our responsibility is to express an
opinion on the financial statement schedule based upon our
audits.





In our opinion the financial statement
schedule, when considered in relation to the basic consolidated financial
statements taken as a whole, presents fairly, in all material respects, the
information set forth therein.




/s/ BDO Seidman, LLPFebruary
      26, 2010
                  New
      York, New York




82




Schedule II - Valuation and Qualifying
Accounts


Iconix Brand Group, Inc. and
Subsidiaries


(In thousands)




Column A
              
              Column B
              
              
              Column C
              
              
              Column D
              
              
              Column EDescription
              
              Balance at
                Beginning of
                Period
              
              
              Additions
                Charged to
                Costs and
                Expenses
              
              
              Deductions
              
              
              Balance at
                End of
                PeriodReserves and allowances deducted
      from asset accounts:Accounts Receivables
      (a):Year ended December 31,
      2009
              
              $
              519
              
              
              $
              4,312
              
              
              $
              (914
              )
              
              $
              3,917Year ended December 31,
      2008
              
              $
              3,519
              
              
              $
              1,879
              
              
              $
              (4,879
              )
              
              $
              519Year ended December 31,
      2007
              
              $
              1,633
              
              
              $
              2,280
              
              
              $
              (394
              )
              
              $
              3,519




(a)
            These amounts include reserves for
      bad debts.





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