8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 23,  2010

ICONIX BRAND GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-10593	11-2481903
(State or Other	(Commission	(IRS Employer
Jurisdiction of	File Number)	Identification No.)
Incorporation)
1450 Broadway, New York, NY		10018
(Address of Principal Executive Offices)		(Zip Code)

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

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o      Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o      Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o      Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On February 23, 2010, Iconix Brand Group, Inc. (the “Registrant”) issued a press release announcing its financial results for the fiscal quarter and year ended December 31, 2009.  As noted in the press release, the Registrant has provided certain non-U.S. generally accepted accounting principles (“GAAP”) financial measures, the reasons it provides such measures and a reconciliation of the non-U.S. GAAP measures to U.S. GAAP measures. Readers should consider non-GAAP measures in addition to, and not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP. A copy of the Registrant’s press release is being furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d)  Exhibits.

Exhibit No.

Exhibit 99.1      Press Release of Iconix Brand Group, Inc. dated  February 23, 2010.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ICONIX BRAND GROUP, INC. (Registrant)
By:	/s/ Warren Clamen
	Warren Clamen Executive Vice President and Chief Financial Officer

Date:  February 24, 2010

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EX-99.1

FOR IMMEDIATE RELEASE

ICONIX BRAND GROUP, INC. REPORTS RECORD REVENUE AND EARNINGS FOR THE FULL YEAR AND FOURTH QUARTER 2009

· 2009 non-GAAP net income of $83.3 million, a 19% increase over the prior year

· 2009 revenue of $232.1 million, a 7% increase over the prior year

· 2009 and Q4 non-GAAP diluted EPS of $1.22 and $0.30, respectively

· 2009 and Q4 free cash flow of $134.8 million and $33.2 million, respectively

· Q4 revenue up 21% and Q4 non-GAAP net income up 28% over the prior year quarter

NEW YORK, New York—February 23, 2010 – Iconix Brand Group, Inc. (NASDAQ: ICON) (“Iconix” or the “Company”), today announced financial results for the fourth quarter and year ended December 31, 2009.

Full Year 2009 results for Iconix Brand Group, Inc.:

Revenue for the full year 2009 was approximately $232.1 million, a 7% increase as compared to approximately $216.8 million in the prior year period. As previously disclosed, 2009 and 2008 include gains from the formation of international ventures and 2009 includes a gain from the sale of a trademark in Canada. Excluding these gains, revenue for 2009 increased 6% to $221.3 million from $208.4 million in 2008.  EBITDA for 2009 increased 9% to approximately $163.1 million as compared to approximately $149.6 million in the comparable prior year period, and free cash flow increased 10% to approximately $134.8 million as compared to approximately $122.1 million in the comparable prior year period. Non-GAAP net income for 2009, which excludes non-cash interest related to the Company’s convertible debt, increased 19% to approximately $83.3 million as compared to approximately $70.2 million in the comparable prior year period and non-GAAP diluted earnings per share increased to $1.22 versus $1.15 in the comparable prior year period. On a GAAP basis, net income increased 19% to approximately $75.1 million, as compared to $62.9 million in the comparable prior year period and diluted earnings per share for 2009 was $1.10 versus $1.03 in the comparable prior year period.

Q4 2009 results for Iconix Brand Group, Inc:

Revenue for the fourth quarter of 2009 was approximately $65.8 million, a 21% increase as compared to approximately $54.3 million in the fourth quarter of 2008. As previously disclosed both the fourth quarter of 2009 and the fourth quarter of 2008 include gains from the formation of international ventures. Excluding these gains, revenue for the fourth quarter of 2009 increased 21% to $58.8 million from $48.5 million in the fourth quarter of 2008. EBITDA for the fourth quarter was approximately $41.9 million, an 11% increase as compared to approximately $37.8 million in the prior year quarter. Free cash flow for the quarter was $33.2 million a 6% increase as compared to approximately $31.5 million in the prior year quarter. On a non-GAAP basis, as defined above, net income increased 28% to approximately $21.9 million, as compared to $17.1 million in the prior year quarter and diluted earnings per share for the fourth quarter of 2009 was $0.30 versus $0.28 in the prior year quarter. On a GAAP basis, net income increased 29% to approximately $19.7 million, as compared to $15.3 million in the prior year quarter and diluted earnings per share for the fourth quarter of 2009 was $0.27 versus $0.25 in the prior year quarter. EBITDA, free cash flow, non-GAAP net income and non-GAAP diluted EPS are all non-GAAP metrics and reconciliation tables for each are attached to this press release.

Neil Cole, Chairman and CEO of Iconix Brand Group, Inc. commented, “I am pleased to report that 2009 was another record year for our Company. Our ability to drive organic growth through the expansion of our direct to retail programs in one of the most challenging retail environments in history demonstrates the strength of our business model.  In 2009, we successfully launched five new direct-to-retail partnerships in the U.S., renewed four direct-to-retail contracts, formed our third international joint venture for Europe and acquired stakes in Ecko and Ed Hardy, two of the leading brands in today’s youth market. We have strengthened our balance sheet and today have approximately $230 million of cash available to be opportunistic in the pursuit of acquisitions. As we begin 2010, we believe our Company is well positioned to deliver continued growth and we look forward to the exciting opportunities ahead of us.”

2010 Guidance for Iconix Brand Group, Inc:

The Company is reaffirming its full year 2010 revenue guidance of $260-$270 million. The Company is reaffirming its 2010 non-GAAP diluted EPS guidance of between $1.25 and $1.30 and GAAP diluted EPS guidance of between $1.13 and $1.18. The Company estimates that free cash flow for 2010 will be in a range of $140- $145 million. This guidance relates to the existing portfolio of brands only and assumes no additional acquisitions.

See reconciliation tables below for non-GAAP metrics. These non-GAAP metrics may be inconsistent with similar measures presented by other companies and should only be used in conjunction with our results reported according to U.S. GAAP.  Any financial measure other than those prepared in accordance with U.S. GAAP should not be considered a substitute for, or superior to, measures of financial performance prepared in accordance with U.S. GAAP.

Iconix Brand Group Inc. (Nasdaq: ICON) owns, licenses and markets a growing portfolio of consumer brands including CANDIE'S (R), BONGO (R), BADGLEY MISCHKA (R), JOE BOXER (R) RAMPAGE (R) MUDD (R), LONDON FOG (R), MOSSIMO (R) OCEAN PACIFIC(R), DANSKIN (R) ROCA WEAR(R), CANNON (R), ROYAL VELVET (R), FIELDCREST (R), CHARISMA (R), STARTER (R) and WAVERLY (R). In addition, Iconix owns an interest in the ARTFUL DODGER (R), ED HARDY (R) and ECKO (R) brands. The Company licenses its brands to a network of leading retailers and manufacturers that touch every major segment of retail distribution from the luxury market to the mass market in both the U.S. and around the world. Iconix, through its in-house advertising, promotion and public relations agency, markets its brands to continually drive greater consumer awareness and equity.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. The statements that are not historical facts contained in this press release are forward looking statements that involve a number of known and unknown risks, uncertainties and other factors, all of which are difficult or impossible to predict and many of which are beyond the control of the Company, which may cause the actual results, performance or achievements of the Company to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. Such factors include, but are not limited to, uncertainty regarding the results of the Company's acquisition of additional licenses, continued market acceptance of current products and the ability to successfully develop and market new products particularly in light of rapidly changing fashion trends, the impact of supply and manufacturing constraints or difficulties relating to the Company's licensees' dependence on foreign manufacturers and suppliers, uncertainties relating to customer plans and commitments, the ability of licensees to successfully market and sell branded products, competition, uncertainties relating to economic conditions in the markets in which the Company operates, the ability to hire and retain key personnel, the ability to obtain capital if required, the risks of litigation and regulatory proceedings, the risks of uncertainty of trademark protection, the uncertainty of marketing and licensing acquired trademarks and other risks detailed in the Company's SEC filings, including the prospectus supplement relating to the offering. The words "believe", "anticipate," "expect", "confident", "will", "project", "provide" "guidance" and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statement was made. All forward-looking statements are qualified by these cautionary statements and apply only as of the date they are made. The Company undertakes no obligation to update any forward-looking statement, whether as a result of new information, future events or otherwise.

# #

Contact Information:

Jaime Sheinheit

Investor Relations

Iconix Brand Group

212.730.0030

Condensed Consolidated Income Statements

(in thousands, except earnings per share data)

	(Unaudited)
	Three Months Ended Dec.31,					Year Ended Dec 31,
	2009			2008		2009			2008
Licensing and other revenue	$	65,782		$	54,259	$	232,058		$	216,761
Selling, general and administrative expenses		24,695			18,227		79,356			73,816
Expenses related to specific litigation		-			228		137			893
Operating income		41,087			35,804		152,565			142,052
Interest expense (income), net		10,338			12,108		38,733			44,439
Equity (gain) loss on joint venture, net		(860	)		100		(3,424	)		528
Other expenses – net		9,478			12,208		35,309			44,967
Income before income taxes		31,609			23,596		117,256			97,085
Provision for income taxes		10,787			8,263		41,551			34,177
Net income	$	20,822		$	15,333	$	75,705		$	62,908
Net income attributable to non-controlling interest, net of tax		1,106			-		594			-
Net income attributable to Iconix Brand Group, Inc.	$	19,716		$	15,333	$	75,111		$	62,908
Earnings per share:
Basic	$	0.28		$	0.26	$	1.14		$	1.09
Diluted	$	0.27		$	0.25	$	1.10		$	1.03
Weighted average number of common shares outstanding:
Basic		71,431			58,174		65,763			57,810
Diluted		73,683			61,332		68,325			61,248

Selected Balance Sheet Items: (in thousands)	12/31/2009		12/31/2008
Total Assets	$	1,825,894	$	1,420,259
Total Liabilities	$	856,122	$	776,170
Total Stockholders' Equity	$	969,772	$	644,089

Note: All items in the following reconciliation tables are attributable to Iconix Brand Group, Inc. and exclude results related to non-controlling interests.

The following tables detail unaudited reconciliations from non-GAAP amounts to U.S. GAAP relating to the adoption of FASB Staff Position No. APB 14-1 “Accounting for Convertible Debt Instruments That May Be Settled In Cash Upon Conversion (Including Partial Cash Settlements)” (ASC Topic 470) (“FSP APB 14-1”), which became effective retroactively for the fiscal years beginning after December 15, 2008.

(in thousands, except per share data)

	(Unaudited)						(Unaudited)
	Three months ended						Year ended
Net income reconciliation	Dec 31, 2009			Dec 31, 2008			Dec 31, 2009			Dec 31,  2008
Non-GAAP Net Income (1)	$	21,875		$	17,136		$	83,344		$	70,153
GAAP Net income		19,716		$	15,333		$	75,111		$	62,908
Add: Non cash interest related to FSP APB 14-1		3,347			3,095			12,808			11,8 41
Deduct: Income taxes related to non cash interest		(1,188	)		(1,292	)		(4,575	)		(4,596	)
Net		2,159			1,803			8,233			7,245
Non-GAAP Net Income	$	21,875		$	17,136		$	83,344		$	70,153

	(Unaudited)  Three months ended				(Unaudited)  Year ended
Diluted EPS reconciliation	Dec 31, 2009		Dec 31, 2008		Dec 31,  2009		Dec 31, 2008
Non-GAAP  Diluted EPS (1)	$	0.30	$	0.28	$	1.22	$	1.15
GAAP Diluted EPS	$	0.27	$	0.25	$	1.10	$	1.03
Add: Non-cash interest related to FSP APB 14-1, net of tax	$	0.03	$	0.03	$	0.12	$	0.12
Non-GAAP  Diluted EPS	$	0.30	$	0.28	$	1.22	$	1.15

Forecasted Diluted EPS	Year Ending 12/31/10				Year Ended  12/31/09
	High		Low		Actual
Non-GAAP  Diluted EPS (1)	$	1.30	$	1.25	$	1.22
GAAP Diluted EPS	$	1.18	$	1.13	$	1.10
Add: Non-cash interest related to FSP APB 14-1, net of tax	$	0.12	$	0.12	$	0.12
Non-GAAP  Diluted EPS	$	1.30	$	1.25	$	1.22

(1) Non-GAAP Net Income and non-GAAP EPS, are non-GAAP financial measures, which represent net income excluding any non-cash interest, net of tax, relating to the adoption of FSP APB 14-1.  The Company believes these are useful financial measures in evaluating its financial condition because it is representative of only actual cash interest paid on outstanding debt.

EBITDA Reconciliation Tables:

(in thousands)

		(Unaudited)				(Unaudited)
		Three months ended				Year ended
		Dec. 31, 2009		Dec. 31, 2008		Dec. 31, 2009		Dec. 31, 2008
EBITDA  (1)	$	41,869	$	37,828	$	163,074	$	149,643
Net Income		19,716		15,333		75,111		62,908
Add: Income taxes attributable to Iconix Brand Group, Inc.		10,169		8,263		41,222		34,177
Add: Net interest expense		10,338		12,108		38,726		44,439
Add: Depreciation and amortization of certain intangibles		1,646		2,124		8,015		8,119
EBITDA	$	41,869	$	37,828	$	163,074	$	149,643

(1) EBITDA, a non-GAAP financial measure, represents income from operations before income taxes, interest, depreciation and amortization expenses. The Company believes EBITDA provides additional information for determining its ability to meet future debt service requirements, investing and capital expenditures.

Free Cash Flow Reconciliation Tables:

		(Unaudited)						(Unaudited)
		Three months ended						Year ended
		Dec. 31, 2009			Dec. 31, 2008			Dec. 31, 2009			Dec. 31, 2008
Free Cash Flow (2)	$	33,194		$	31,449		$	134,843		$	122,139
Reconciliation of Free Cash Flow:
Net Income		19,716			15,333			75,111			62,908
Add: Non-cash income taxes, non-cash interest related to convertible debt, depreciation, amortization of trademarks and finance fees, non-cash compensation expense, bad debt expense and net equity earnings from certain joint ventures and sale of trademarks		15,562			18,152			63,605			65,512
Less: Capital expenditures		(2,084	)		(2,036	)		(3,873	)		(6,281	)
Free Cash Flow	$	33,194		$	31,449		$	134,843		$	122,139

(in thousands)	Year Ending Dec 31, 2010
	High			Low
Forecasted Free Cash Flow (2)	$	145,000		$	140,000
Reconciliation of Free Cash Flow:
Net Income	$	88,600		$	84,700
Add: Non-cash income taxes, non-cash interest		59,900			57,800
related to convertible debt, depreciation, amortization
of trademarks and  finance fees, non-cash
compensation expense, bad debt expense and net
equity earnings from certain joint ventures
Less: Capital expenditures		(3,500	)		(2,500	)
Forecasted Free Cash Flow	$	145,000		$	140,000

(2) Free Cash Flow, a non-GAAP financial measure, represents net income before depreciation, amortization, non-cash compensation expense, bad debt expense, net equity earnings from joint ventures, non-cash income taxes, non-cash interest related to FSP APB 14-1, and less capital expenditures. The Free Cash Flow also excludes any changes in Balance Sheet items. The Company believes Free Cash Flow is useful in evaluating its financial condition because it is representative of cash flow from operations that is available for repaying debt, investing and capital expenditures.