10-Q/A

United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q/A

Amendment No.1

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

For the Quarterly Period Ended September 30, 2015

OR

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

For the Transition Period From to .

Commission file number 1-10593

ICONIX BRAND GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	11-2481903
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
1450 Broadway, New York, NY	10018
(Address of principal executive offices)	(Zip Code)

(212) 730-0030

(Registrant’s telephone number, including area code)

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

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

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 filer	x	Accelerated filer	o
Non-accelerated filer	o  (Do not check if a smaller reporting company)	Smaller reporting company	o

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

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

Common Stock, $.001 Par Value-52,095,106 shares as of June 29, 2016.

Unless the context requires otherwise, references in this Form 10-Q/A to the “Company”, “Iconix”, “we”, “us”, “our”, or similar pronouns refer to Iconix Brand Group, Inc. and its consolidated subsidiaries.

EXPLANATORY NOTE – RESTATEMENT OF FINANCIAL INFORMATION

Iconix Brand Group, Inc. (the “Company”) is filing this Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q/A (the “Amended Filing”) to amend certain parts of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, originally filed with the U.S. Securities and Exchange Commission, (“SEC”) on November 13, 2015 (the “Original Filing”), to restate the Company’s unaudited condensed consolidated financial statements and related footnote disclosures as of September 30, 2015 and for the three months and nine months ended September 30, 2015 and 2014.

Background and Effects of the Restatement

SEC Comment Letter Process.

As previously disclosed, the Company has been engaged in a comment letter process with the Staff of the SEC relating to an ongoing review of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The Company has responded to the Staff with a Confirming Letter on all of the questions the Staff has raised, and remains in a dialogue with the SEC Staff relating to those and certain other comments related to the Company’s future disclosures. As a result of the comment letter process, the Company’s management team, Audit Committee (the “Audit Committee”) and the Board of Directors (the “Board”) have reviewed the Company’s financial statements and assessed the accounting treatment applied by the Company to its joint ventures and other sales of intellectual property.  

Based on this review and assessment, the Board, the Audit Committee and the Company’s management team, on February 11, 2016, concluded that the Company would restate its historical financial statements (the “Restatement”) to address the following accounting matters: (i) consolidate the financial statements of the Iconix Canada, Iconix Israel, Iconix Southeast Asia, Iconix MENA and LC Partners US joint ventures with the Company’s financial statements, and eliminate the previously reported gains on sale which were recorded at the time these transactions were consummated (including subsequent June 2014 and September 2014 transactions with respect to Iconix Southeast Asia), (ii) record the recalculated cost basis of the trademarks contributed to certain joint ventures which are recorded under the equity method of accounting at the time of consummation of the transactions (which also affected years prior to FY 2013 and is effectuated in the consolidated balance sheets contained herein), (iii) record the recalculated cost basis of the Umbro brand in the territory of Korea (which closed in December 2013) and the e-commerce and U.S. catalog rights in respect of the Sharper Image brand (which closed in June 2014) to determine the amount of the gain that should have been recorded at the time of the sale, (iv) reclassify the presentation of its statement of operations to reflect gains on sales of trademarks (to joint ventures or third parties) as a separate line item above the Operating Income line, and not as revenue as historically reflected, and (v) reclassify the Equity Earnings on Joint Ventures line to above the Operating Income line, from its previous location within the Other Expenses section.

In conjunction with the Company’s consolidation of the joint ventures noted above, the Company also adjusted its historical financial statements to properly reflect the consideration from joint venture partners (“the redemption value”) as redeemable non-controlling interest for the Iconix Southeast Asia, Iconix MENA and LC Partners US joint ventures as of the date of the formation of the applicable joint venture.  For each period subsequent to the formation of the applicable joint venture, the Company will accrete the change in redemption value up to the date that the Company’s joint venture partner has the right to redeem its respective put option.  Additionally, in accordance with the applicable accounting guidance, the notes receivable, net of discount, received from the Company’s joint venture partners as part of the consideration related to the formation of consolidated joint ventures will be netted against non-controlling interest or redeemable non-controlling interest, as applicable.

Other.

In addition, through the Company’s review of various historical transactions, management determined that it would record adjustments to reflect the following:  (i) a reduction of revenue and remeasurement gains associated with certain transactions whereby the Company was not able to establish the fair value of the purchase transaction and subsequent guaranteed minimum royalties, and (ii) record a liability for a royalty credit earned by a specific licensee in fiscal years 2006 through 2008 that will be utilized in fiscal years 2016 through 2020.

This Amended Filing includes the restated condensed consolidated financial statements, as described above.  See Note 18 – Restatement to the accompanying condensed consolidated financial statements for additional information.

2

Disclosure Controls and Procedures

In connection with the Original Filing, the Company’s then interim Principal Executive Officer and Principal Financial Officer determined that the Company’s disclosure controls and procedures were not effective as of September 30, 2015 due to inadequate review controls related to the preparation of timely and accurate financial statements in its internal control over financial reporting.  In connection with this Amended Filing, management reassessed its evaluation of the effectiveness of its Disclosure Controls and Procedures as of September 30, 2015 and identified additional material weaknesses in internal controls over financial reporting.  The Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company did not maintain effective disclosure controls and procedures as of September 30, 2015.  The material weaknesses relate to inadequate management review controls which caused the restatement adjustments noted above.  For a description of the material weaknesses in internal control over financial reporting and actions taken, and to be taken, to remediate the material weaknesses, see the Company’s most recently filed Form 10-K and Item 4. Controls and Procedures of this Amended Filing.  

Items Amended in This Filing

This Amended Filing amends and restates the following items of the Company's Original Filing as of, and for the period ended September 30, 2015.

Part I -  Item 1. Financial Statements

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

Part I -  Item 4. Controls and Procedures

Part II – Item 1A. Risk Factors

Part II - Item 6. Exhibits

In accordance with applicable SEC rules, this Amended Filing includes certifications as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) from the Company’s Principal Executive Officer and Principal Financial Officer dated as of the date of this Amended Filing.

Except for the items noted above, no other information included in the Original Filing is being further amended and restated by this Amended Filing. The Amended Filing speaks as of the date of the Original Filing and the Company has not updated the Original Filing to reflect events occurring subsequent to the date of the Original Filing. Accordingly, this Amended Filing should be read in conjunction with the Company’s filings made with the SEC subsequent to the date of the Original Filing.

3

Part I. Financial Information

Item 1. Financial Statements

Iconix Brand Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except par value)

	September 30, 2015 (restated)			December 31, 2014
	(unaudited)
Assets
Current Assets:
Cash and cash equivalents	$	136,720		$	128,039
Restricted cash		51,911			59,560
Accounts receivable, net		104,828			112,347
Deferred income tax assets		20,383			10,328
Other assets – current		39,557			44,088
Total Current Assets		353,399			354,362
Property and equipment:
Furniture, fixtures and equipment		23,749			22,704
Less: Accumulated depreciation		(16,248	)		(14,946	)
		7,501			7,758
Other Assets:
Other assets		32,673			51,865
Trademarks and other intangibles, net		2,105,628			1,996,334
Deferred financing costs, net		16,188			19,842
Investments and joint ventures		145,465			110,105
Goodwill		293,849			232,776
		2,593,803			2,410,922
Total Assets	$	2,954,703		$	2,773,042
Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	43,994		$	38,655
Deferred revenue		27,535			25,868
Current portion of long-term debt		351,544			61,123
Other liabilities – current		3,727			6,403
Total current liabilities		426,800			132,049
Deferred income tax liability		342,086			299,982
Long-term debt, less current maturities		1,120,098			1,332,954
Other liabilities		15,689			16,924
Total Liabilities		1,904,673			1,781,909
Redeemable Non-Controlling Interest		52,523			39,696
Commitments and contingencies
Stockholders’ Equity:
Common stock, $.001 par value shares authorized 150,000; shares issued 80,491 and    79,263, respectively		80			79
Additional paid-in capital		967,541			940,922
Retained earnings		783,767			713,819
Accumulated other comprehensive loss		(51,396	)		(24,186	)
Less: Treasury stock – 31,997 and 31,310 shares at cost, respectively		(837,424	)		(812,429	)
Total Iconix Brand Group, Inc. Stockholders’ Equity		862,568			818,205
Non-controlling interest		134,939			133,232
Total Stockholders’ Equity		997,507			951,437
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity	$	2,954,703		$	2,773,042

See Notes to Unaudited Condensed Consolidated Financial Statements.

4

Unaudited Condensed Consolidated Statement of Operations

(in thousands, except earnings per share data)

Iconix Brand Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except earnings per share data)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015 (restated)			2014 (restated)			2015 (restated)			2014 (restated)
Licensing revenue	$	91,332		$	89,965		$	284,544		$	295,481
Selling, general and administrative expenses		63,900			46,827			151,961			138,413
Gains on sale of trademarks		—			—			—			(6,399	)
Equity earnings on joint ventures		(350	)		(2,639	)		(3,000	)		(8,683	)
Operating income		27,782			45,777			135,583			172,150
Other expenses (income):
Interest expense		22,252			21,130			64,950			63,533
Interest income		(874	)		(746	)		(3,030	)		(2,439	)
Other income		—			(125	)		(50,780	)		(29,022	)
Foreign currency translation loss (gain)		1,083			269			(7,686	)		636
Other expenses (income) – net		22,461			20,528			3,454			32,708
Income before income taxes		5,321			25,249			132,129			139,442
Provision for income taxes		6,275			8,867			45,083			43,078
Net (loss) income	$	(954	)	$	16,382		$	87,046		$	96,364
Less: Net income attributable to non-controlling interest	$	4,433		$	3,527		$	13,335		$	10,165
Net (loss) income attributable to Iconix Brand Group, Inc.	$	(5,387	)	$	12,855		$	73,711		$	86,199
Earnings (loss) per share:
Basic	$	(0.11	)	$	0.27		$	1.53		$	1.77
Diluted	$	(0.11	)	$	0.22		$	1.46		$	1.48
Weighted average number of common shares outstanding:
Basic		48,310			47,991			48,238			48,682
Diluted		48,310			58,457			50,486			58,306

See Notes to Unaudited Condensed Consolidated Financial Statements.

5

Iconix Brand Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss)

(in thousands)

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015 (restated)			2014 (restated)			2015 (restated)			2014 (restated)
Net (loss) income	$	(954	)	$	16,382		$	87,046		$	96,364
Other comprehensive income (loss):
Foreign currency translation gain (loss)		4,051			(24,905	)		(26,560	)		(28,348	)
Change in fair value of available for sale securities		(948	)		—			(650	)		—
Total other comprehensive income (loss)		3,103			(24,905	)		(27,210	)		(28,348	)
Comprehensive income (loss)	$	2,149		$	(8,523	)	$	59,836		$	68,016
Less: comprehensive income attributable to non-controlling    interest		4,433			3,527			13,335			10,165
Comprehensive (loss) income attributable to Iconix Brand Group,    Inc.	$	(2,284	)	$	(12,050	)	$	46,501		$	57,851

See Notes to Unaudited Condensed Consolidated Financial Statements.

6

Iconix Brand Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statement of Stockholders’ Equity

Nine Months Ended September 30, 2015

(in thousands)

	Common Stock				Additional		Retained			AccumulatedOther Comprehensive			Treasury			Non-Controlling
	Shares		Amount		Paid-In Capital		Earnings			Loss			Stock			Interest			Total
Balance at January 1, 2015 -    Restated		79,263	$	79	$	940,922	$	713,819		$	(24,186	)	$	(812,429	)	$	133,232		$	951,437
Issuance of common stock    related to acquisition of interest    in joint venture		465		—		15,703		—			—			—			—			15,703
Shares issued on vesting of    restricted stock		748		1		—		—			—			—			—			1
Purchase of minority interest in    consolidated joint venture						750											(6,750	)		(6,000	)
Shares issued on exercise of    stock options and warrants		15		—		245		—			—			—			—			245
Tax benefit of stock option    exercises		—		—		97		—			—			—			—			97
Compensation expense in    connection with restricted    stock		—		—		9,824		—			—			—			—			9,824
Shares repurchased on the    open market		—		—		—		—			—			(12,391	)		—			(12,391	)
Cost of shares repurchased on    vesting of restricted stock and    exercise of stock options		—		—		—		—			—			(12,604	)		—			(12,604	)
Change in redemption value of    redeemable non-controlling    interest, net of imputed interest		—		—		—		(3,763	)		—			—			—			(3,763	)
Change in fair value of available    for sale securities		—		—		—		—			(650	)		—			—			(650	)
Change in non-controlling    interest, net of imputed interest																	3,356			3,356
Net income		—		—		—		73,711			—			—			13,335			87,046
Foreign currency translation		—		—		—		—			(26,560	)		—			—			(26,560	)
Distributions to joint ventures		—		—		—		—			—			—			(20,567	)		(20,567	)
Non-controlling interest of    acquired companies		—		—		—		—			—			—			12,333			12,333
Balance at September 30, 2015 -    Restated		80,491	$	80	$	967,541	$	783,767		$	(51,396	)	$	(837,424	)	$	134,939		$	997,507

See Notes to Unaudited Condensed Consolidated Financial Statements.

7

Iconix Brand Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

	Nine Months Ended September 30,
	2015 (restated)			2014 (restated)
Cash flows from operating activities:
Net income	$	87,046		$	96,364
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment		1,222			2,154
Amortization of trademarks and other intangibles		2,414			3,394
Amortization of deferred financing costs and debt discount		3,654			3,997
Amortization of convertible note discount		23,408			22,040
Stock-based compensation expense		9,824			14,726
Non-cash gain on re-measurement of equity investment		(49,990	)		(28,897	)
Provision for doubtful accounts		16,117			5,530
Earnings on equity investments in joint ventures		(3,000	)		(8,683	)
Distributions from equity investments		3,273			6,303
Gain on sale of fixed assets		(225	)		—
Gain on sale of securities		—			(125	)
Gain on sale of trademarks		—			(6,399	)
Deferred income tax provision		22,627			31,492
(Gain) loss on foreign currency translation		(7,686	)		636
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable		(5,416	)		(15,791	)
Other assets – current		15,150			(19,144	)
Other assets		5,514			(10,069	)
Deferred revenue		2,091			2,065
Accounts payable and accrued expenses		8,991			23,148
Net cash provided by operating activities		135,014			122,741
Cash flows used in investing activities:
Purchases of property and equipment		(1,134	)		(1,086	)
Acquisition of interest in Iconix China, net of cash acquired		(20,400	)		—
Acquisition of interest in iBrands		—			(2,500	)
Acquisition of interest in Pony		(37,000	)		—
Acquisition of interest in Strawberry Shortcake		(95,000	)		—
Acquisition of interest in Iconix Latin America		—			(42,000	)
Issuance of note to American Greetings		(10,000	)		—
Proceeds received from note due from Buffalo International		6,561			7,920
Proceeds from note due from American Greetings		2,500			—
Proceeds from sale of trademarks and related notes receivable		3,030			4,000
Proceeds from sale of fixed assets		225			—
Proceeds from sale of securities		—			720
Purchase of trademarks		—			(5,998	)
Additions to trademarks		(120	)		(790	)
Net cash used in investing activities		(151,338	)		(39,734	)
Cash flows (used in) provided by financing activities:
Shares repurchased on the open market		(12,391	)		(168,168	)
Proceeds from Variable Funding Notes		100,000			—
Payment of long-term debt		(45,843	)		(47,574	)
Acquisition of interest in Scion		(6,000	)		—
Proceeds from sale of trademarks and related notes receivable from consolidated JVs		14,813			9,666
Additional payment to Purim		(2,000	)		(3,000	)
Distributions to non-controlling interests		(15,738	)		(12,448	)
Excess tax benefit from share-based payment arrangements		98			1,480
Cost of shares repurchased on vesting of restricted stock and exercise of stock options		(15,515	)		(13,696	)
Proceeds from exercise of stock options and warrants		—			3,512
Restricted cash		7,648			1,708
Net cash provided by (used in) financing activities		25,072			(228,520	)
Effect of exchange rate changes on cash		(67	)		(3,749	)
Net increase (decrease) in cash and cash equivalents		8,681			(149,262	)
Cash and cash equivalents, beginning of period		128,039			278,789
Cash and cash equivalents, end of period	$	136,720		$	129,527

8

Supplemental disclosure of cash flow information:

	Nine Months Ended September 30,
(in thousands)	2015			2014
Cash paid during the period:
Income taxes (net of refunds received)	$	(7,819	)	$	19,135
Interest	$	35,623		$	36,433
Non-cash investing and financing activities:
Sale of trademarks for note receivable	$	—		$	39,339
Issuance of shares in connection with purchase of Iconix China	$	15,703		$	—
Distribution to joint venture included in accounts payable	$	4,829		$	—
Note receivable in connection with Strawberry Shortcake acquisition	$	9,470		$	—
Shares repurchased on vesting of restricted stock included in accrued expenses	$	—		$	3,459

See Notes to Unaudited Condensed Consolidated Financial Statements.

9

Iconix Brand Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

September 30, 2015

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

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management of the Company, all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months (“Current Quarter”) and the nine months (“Current Nine Months”) ended September 30, 2015 are not necessarily indicative of the results that may be expected for a full fiscal year.  The interim condensed consolidated financial statements should be read in conjunction with the most recently filed Form 10-K.

Certain prior period amounts have been reclassified to conform to the current period’s presentation and, restated amounts are provided for prior periods – see Note 18 for further information.

Summary of Significant Accounting Policies

Non-controlling Interests / Redeemable Non-controlling Interests

Certain of the Company’s consolidated joint ventures have put options which, if exercised by the Company’s joint venture partner, would require the Company to purchase all or a portion of the joint venture partner’s equity interest in the joint venture.  The Company has determined that these put options are not derivatives under the guidelines prescribed in Accounting Standards Codification (“ASC”) 815.  As such, and in accordance with ASC 480-10-S99, as the potential exercise of the put options is outside the control of the Company, the Company has recorded the portion of the non-controlling interest’s equity that may be put to the Company in mezzanine equity in the Company’s consolidated balance sheets as “redeemable non-controlling interest”.  The initial value of the redeemable non-controlling interest represents the fair value of the put option at inception.  This amount recorded at inception is accreted, over a period determined by when the put option becomes exercisable, to what the Company would be obligated to pay to the non-controlling interest holder if the put option was exercised.  This accretion is recorded as a credit to redeemable non-controlling interest and a debit to retained earnings resulting in an impact to the consolidated balance sheet only.  For each reporting period, the Company revisits the estimates used to determine the redemption value of the put option when it becomes exercisable and may adjust the remaining put option value and associated accretion accordingly through redeemable non-controlling interest and retained earnings, as necessary.  The terms of each of the outstanding put options are included in the individual discussions of each joint venture, as applicable.  For the Company’s consolidated joint ventures that do not have put options, the non-controlling interest is recorded within equity on the Company’s consolidated balance sheet.

The Company may enter in to joint venture agreements with joint venture partners in which the Company allows the joint venture partner to pay a portion of the purchase price in cash at the time of the formation of the joint venture with the remaining cash consideration paid over a specified period of time following the closing of such transaction.  The Company records the amounts due from such joint venture partners as (a) a reduction of non-controlling interests, net of installment payments, or (b) if installment payments result from the issuance of shares classified as mezzanine equity, as a reduction in Redeemable Non-controlling Interests, net of installment payments (i.e. mezzanine equity), as applicable, in the Company’s consolidated balance sheet in accordance with ASC 505-10-45, “Classification of a Receivable from a Shareholder.”  The Company accretes the present value discount on these installment payments through interest income on its consolidated statement of operations.

SEC Comment Letter Process.

As previously disclosed, the Company has been engaged in a comment letter process with the Staff of the SEC relating to an ongoing review of the Company’s Form 10-K for the year ended December 31, 2014. The Company has responded to the Staff with a Confirming Letter on the questions the Staff raised, and remains in a dialogue with the SEC Staff relating to those and certain other comments related to the Company’s future disclosures. As a result of the comment letter process, the Company’s management team, Audit Committee and the Board have reviewed the Company’s financial statements and assessed the accounting treatment applied by the Company to its joint ventures and other sales of intellectual property.  See Note 18 for further information related to resolution of these matters.

10

2. Goodwill and Trademarks and Other Intangibles, net

Goodwill

Goodwill by segment and in total, and changes in the carrying amounts, as of the dates indicated are as follows:

	Women's		Men's		Home		Entertainment		Corporate		Consolidated
Net goodwill at December 31, 2014	$	115,462	$	53,326	$	46,334	$	17,654	$	—	$	232,776
Acquisitions(1)		6,086		17,324		931		35,375		—		59,716
Foreign currency adjustment		—		1,357		—		—		—		1,357
Net goodwill at September 30, 2015 (restated)	$	121,548	$	72,007	$	47,265	$	53,029	$	—	$	293,849

⁽¹⁾ Amounts of goodwill generated from acquisitions have been updated from the previously-issued financial statements for the nine months ended September 30, 2015 to reflect the fair values of the assets acquired and liabilities assumed within the final purchase price allocation which, was completed in the fourth quarter of FY 2015.  

Trademarks and Other Intangibles, net

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

		September 30, 2015 (restated)				December 31, 2014
	Estimated Lives in Years	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Indefinite-lived trademarks and copyrights	Indefinite	$	2,095,374	$	—	$	1,986,350	$	—
Definite-lived trademarks	10-15		19,404		11,810		17,404		10,985
Non-compete agreements	2-15		940		627		940		450
Licensing contracts	1-9		12,462		10,115		11,803		8,728
		$	2,128,180	$	22,552	$	2,016,497	$	20,163
Trademarks and other intangibles, net				$	2,105,628			$	1,996,334

In March 2015, the Company acquired the 50% interest in Iconix China held by its joint venture partner, thereby increasing its ownership in Iconix China to 100%. As a result of this transaction, Iconix China is now consolidated with the Company, which increased the Company’s indefinite-lived trademarks by $40.5 million. See Note 3 for further details on this transaction.

In March 2015, the Company acquired the Strawberry Shortcake brand. As a result of this transaction the Company’s indefinite-lived trademarks increased by $55.8 million and licensing contracts increased by $0.5 million. See Note 3 for further details on this transaction.

In February 2015, the Company acquired through its wholly-owned subsidiary, US Pony Holdings, LLC, the rights to the Pony brand in respect of the United States, Canada and Mexico. Immediately following such acquisition, a third party contributed specified assets to US Pony Holdings, LLC in exchange for a 25% non-controlling interest in the entity. As a result of these transactions, US Pony Holdings, LLC is consolidated with the Company, which increased the Company’s indefinite-lived trademarks and licensing contracts by $32.4 million and $0.3 million, respectively. See Note 3 for further details on this transaction.

In December 2014, the Company acquired a 51% controlling interest in Hydraulic IP Holdings, LLC.  As a result of this transaction, Hydraulic IP Holdings, LLC is consolidated with the Company, which increased the Company’s indefinite-lived trademarks by $11.8 million.  See Note 3 for further details on this transaction.

In December 2014, the Company acquired a 51% controlling interest in NGX, LLC.  As a result of this transaction, NGX, LLC is consolidated with the Company, which increased the Company’s indefinite-lived trademarks by $11.8 million.  See Note 3 for further details on this transaction.

In June 2014, the Company sold the exclusive right to use the “sharperimage.com” domain name and Sharper Image trademark in connection with the operation of a branded website and catalog distribution in specified jurisdictions, thereby decreasing indefinite-lived trademarks by approximately $3.6 million.  See Note 3 for further details on this transaction.  

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In February 2014, the Company acquired the 50% interest in Iconix Latin America held by its joint venture partner, thereby increasing its ownership in Iconix Latin America to 100%.  As a result of this transaction, Iconix Latin America is now consolidated with the Company, which increased the Company’s indefinite life trademarks by $82.4 million and licensing contracts increased by $0.7 million.  See Note 3 for further details on this transaction.

In January 2014, the Company acquired a 1% interest in Iconix Europe, thereby increasing its ownership in Iconix Europe to 51%, in addition, the Iconix Europe agreement was amended to provide for additional rights to the Company.  As a result of this transaction, Iconix Europe is now consolidated with the Company, which increased the Company’s indefinite life trademarks by $27.0 million.  See Note 3 for further details on this transaction.

Amortization expense for intangible assets for the Current Quarter and for the three months ended September 30, 2014 (the “Prior Year Quarter”) was $0.7 million and $0.9 million, respectively.  Amortization expense for intangible assets for the Current Nine Months and for the nine months ended September 30, 2014 (the “Prior Year Nine Months”) was $2.4 million and $3.4 million, respectively.

The trademarks of Candie’s, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific, Danskin, Rocawear, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko, Zoo York, Peanuts, Ed Hardy, Sharper Image, Umbro, Modern Amusement, Buffalo, Lee Cooper, Hydraulic, Nicholas Graham, Strawberry Shortcake and Pony have been determined to have an indefinite useful life and accordingly no amortization has been recorded in the Company’s unaudited condensed consolidated statement of operations. Instead, each of these intangible assets are tested for impairment annually and, as needed, on an individual basis as separate single units of accounting, with any related impairment charge recorded to the statement of income at the time of determining such impairment. The annual evaluation of the Company’s indefinite-lived trademarks is performed as of October 1, the beginning of the Company’s fourth fiscal quarter. There was no impairment of the indefinite-lived trademarks during the Current Nine Months or Prior Year Nine Months. Further, as it relates to the Company’s definite-lived trademarks, there was no impairment of the definite-lived trademarks during the Current Nine Months or Prior Year Nine Months.

Based on the Company’s budgeting process for the year ending December 31, 2016, which was completed in the fourth quarter of 2015, the Company believes that certain intangible assets related to the men’s segment may be impaired. The Company will complete its annual impairment testing during the fourth quarter of the year ending December 31, 2015.

3. Acquisitions, Joint Ventures and Investments

Consolidated Entities

The following entities and joint ventures are consolidated with the Company:

Iconix China

In September 2008, the Company and Novel Fashions Brands 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, to Iconix China. 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, $4.0 million of which was contributed in July 2010, $3.0 million of which was contributed in May 2011, and $2.0 million of which was contributed in June 2012.

In March 2015, the Company purchased from Novel its 50% interest in Iconix China for $57.4 million, of which $40.4 million was paid in cash, $15.7 million was paid in the Company’s common stock, and $1.3 million was an amount due the Company from Iconix China that was offset against the Company’s accounts receivable (the “2015 Buy-out”), thereby taking 100% of the equity interest in Iconix China. The following is a reconciliation of consideration paid to Novel:

Cash paid to Novel	$	40,400
Shares issued to Novel		15,703
Offset of accounts receivable		1,269
Fair value of 50% interest in Iconix China	$	57,372

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As a result of the 2015 Buy-out, Iconix China is subject to consolidation and is included in the Company’s unaudited condensed consolidated financial statements as of September 30, 2015.

The estimated fair value of the assets acquired, less liabilities assumed, is allocated as follows:

Fair value of 50% interest in Iconix China	$	57,372
Book value of Company equity investment prior to 2015    Buy-out		7,382
Gain on re-measurement of initial equity investment		49,990
	$	114,744
Trademarks		40,501
Investments in private companies		38,870
Cash		20,184
Other assets		5,997
Accrued expenses		(447	)
Goodwill		9,639
	$	114,744

Other assets consist primarily of securities of a company publicly traded on the Hong Kong Stock Exchange.  These assets are being accounted for as available-for-sale securities.  As such, any increase or decrease in fair value is recorded with accumulated other comprehensive income and is not included in the Company’s consolidated statement of operations.

The Iconix China trademarks have been determined by management to have an indefinite useful life and accordingly no amortization is being recorded in the Company’s unaudited condensed consolidated statement of operations. The goodwill and trademarks are subject to a test for impairment on an annual basis. The $9.6 million of goodwill resulting from the 2015 Buy-out is deductible for income tax purposes.

For the Current Quarter and Current Nine Months, post-acquisition, the Company recognized approximately $0.3 million and $0.3 million, respectively, in revenue from such assets. In addition, the Company’s selling, general and administrative expenses increased by $0.6 million and $1.2 million for the Current Quarter and Current Nine Months, respectively, and other income increased by $0.6 million for the Current Nine Months as a result of consolidating Iconix China on the Company’s unaudited condensed consolidated statement of operations.

As part of this transaction, the Company also acquired, through its ownership of 100% of Iconix China, equity interests in the following private companies with an aggregate fair value of approximately $38.9 million: Candies Shanghai Fashion Co. Ltd. (which can be put by Iconix China to Shanghai La Chappelle Fashion Co., Ltd. for cash based on a pre-determined formula); Mark Ecko Shanghai MuXiang Apparel & Accessory Co. Limited.; Bai Shi Kou International (Qingdao) Home Products Co. Ltd.; Ningbo Material Girl Fashion Co., Ltd.; Tangli International Holdings Ltd.; and Ai Xi Enterprise (Shanghai) Co. Limited. See section entitled “Investments in Iconix China” for further detail on such investments.

Strawberry Shortcake

In March 2015, the Company completed its acquisition from American Greetings Corporation and its wholly-owned subsidiary, Those Characters From Cleveland, Inc. (collectively, “AG” or the “Seller”), of all of AG’s intellectual property rights and licenses and certain other related assets relating to the Strawberry Shortcake brand pursuant to an asset purchase agreement entered into in February 2015.

In accordance with the terms of the asset purchase agreement, the Company paid the Seller $105.0 million in cash at closing of which $95.0 million was treated as consideration for the acquisition and the remaining $10.0 million was the issuance of a note due from AG.

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The cash paid to the Seller and the estimated fair value of the assets acquired, is allocated as follows:

Cash paid to AG by the Company	$	95,000
Trademarks	$	55,761
License agreements		467
Accounts receivable		3,397
Goodwill		35,375
	$	95,000

The note receivable represents amounts due from AG in respect of non-compete payments pursuant to a license agreement entered into with AG simultaneously with the closing of the transaction. The note is in the principal amount of $10.0 million and is paid in equal quarterly installments over a two year period.

For the Current Quarter and Current Nine Months, post-acquisition, the Company recognized approximately $2.6 million and $6.1 million, respectively, in revenue from such assets. The $35.4 million of goodwill resulting from the 2015 acquisition is deductible for income tax purposes.

PONY

In February 2015, the Company, through its newly-formed subsidiary, US Pony Holdings, LLC, (“Pony Holdings”) acquired the North American rights to the PONY brand. These rights include the rights in the US obtained from Pony, Inc. and Pony International, LLC (collectively, “US Pony Seller”), and the rights in Mexico and Canada obtained from Super Jumbo Holdings Limited (“Non-US Pony Seller” and, together with US Pony Seller, the “Pony Sellers”). The purchase price paid by the Company was $37.0 million. Pony Holdings is owned 75% by the Company and 25% by its partner Anthony L&S Athletics, LLC (“ALS”). ALS contributed to Pony Holdings its perpetual license agreement in respect of the U.S. and Canadian territories for a 25% interest in Pony Holdings. Additionally, the Company received an option to purchase, until February 28, 2015, from the Pony Sellers and their affiliates certain intellectual property-related assets and trademarks related to the Pony brand in Europe, the Middle East and Africa and was assigned by ALS the right to purchase from Pony Sellers and their affiliates certain intellectual property-related assets and trademarks related to the Pony brand in Latin America, which expired May 1, 2015. The Company did not exercise either of such rights.

The following table is a reconciliation of cash paid to Pony Sellers and the fair value of ALS’s non-controlling interest:

Cash paid to Pony Sellers	$	37,000
Fair value of 25% non-controlling interest to ALS		12,333
Fair value of PONY	$	49,333

The estimated fair value of the assets acquired is allocated as follows:

Trademarks	$	32,381
License agreements		250
Accounts receivable		2,000
Goodwill		14,702
Fair value of PONY	$	49,333

ASC 810 - “Consolidations” affirms that consolidation is appropriate when one entity has a controlling financial interest in another entity. The Company owns a 75% membership interest in Pony Holdings compared to the minority owner’s 25% membership interest. Further, the Company believes that the voting and veto rights of the minority shareholder are merely protective in nature and do not provide them with substantive participating rights in Pony Holdings. As such, Pony Holdings is subject to consolidation with the Company, which is reflected in the unaudited condensed consolidated financial statements.

For the Current Quarter and Current Nine Months, post-acquisition, the Company recognized approximately $0.7 million and $1.8 million in revenue from Pony Holdings. The $14.7 million of goodwill resulting from the 2015 acquisition is deductible for income tax purposes.

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Iconix Middle East Joint Venture

In December 2014, the Company formed Iconix MENA (“Iconix Middle East”) a wholly owned subsidiary of the Company and contributed to it substantially all rights to its wholly-owned and controlled brands in the United Arab Emirates, Qatar, Kuwait, Bahrain, Saudi Arabia, Oman, Jordan, Egypt, Pakistan, Uganda, Yemen, Iraq, Azerbaijan, Kyrgyzstan, Uzbekistan, Lebanon, Tunisia, Libya, Algeria, Morocco, Cameroon, Gabon, Mauritania, Ivory Coast, Nigeria and Senegal (the “Middle East Territory”). Shortly thereafter, Global Brands Group Asia Limited (“GBG”), purchased a 50% interest in Iconix Middle East for approximately $18.8 million. GBG paid $6.3 million in cash upon the closing of the transaction and committed to pay an additional $12.5 million over the 24-month period following closing. As a result of this transaction, the Company incurred $3.1 million of expenses related to GBG’s diligence and market analysis in the Iconix Middle East Territory. As of September 30, 2015, $12.3 million, net of discount for present value, remaining due to the Company from GBG, is netted against the redeemable non-controlling interest on the condensed consolidated balance sheet.

Pursuant to the joint venture agreement entered into in connection with the formation of Iconix Middle East, each of GBG and the Company holds specified put and call rights, respectively, relating to GBG’s ownership interest in the joint venture.

Company Two-Year Call Option: At any time during the six month period commencing December 19, 2016, the Company has the right to call up to 5% of the total equity in Iconix Middle East from GBG for an amount in cash equal to $1.8 million.

Five-Year and Eight-Year Put/Call Options: At any time during the six month period commencing December 19, 2019, and again at any time during the six month period commencing December 19, 2022, GBG may deliver a put notice to the Company, and the Company may deliver a call notice to GBG, in each case, for the Company’s purchase of all equity in the joint venture held by GBG. In the event of the exercise of such put or call rights, the purchase price for GBG’s equity in Iconix Middle East is an amount equal to (x) the Agreed Value (in the event of GBG put) or (y) 120% of Agreed Value (in the event of an Iconix call). The purchase price is payable in cash.

Agreed Value—Five-Year Put/Call: (i) Percentage of Iconix Middle East owned by GBG, multiplied by (ii) 5.5, multiplied by (iii) aggregate royalty generated by Iconix Middle East for the year ending December 31, 2019; provided, however, that such Agreed Value cannot be less than $12.0 million

Agreed Value—Eight-Year Put/Call: (i) Percentage of Iconix Middle East owned by GBG, multiplied by (b) 5.5, multiplied by (iii) aggregate royalty generated by Iconix Middle East for the year ending December 31, 2022; provided, however, that the Agreed Value cannot be less than $12.0 million.

The Company serves as Iconix Middle East’s administrative manager, responsible for arranging for or providing back-offices services, including legal maintenance of trademarks (e.g. renewal of trademark registrations) for the brands in respect of Iconix Middle East Territory. Further Iconix Middle East has access to general brand marketing materials prepared and owned by the Company to refit for use by the joint venture in marketing brands in the Middle East Territory. GBG serves as Iconix Middle East’s local manager, responsible for providing market experience in respect of the applicable territory, managing the joint venture on a day-to-day basis (other than back-office services), identifying potential licensees and assisting the Company in enforcement of license agreements in respect of the applicable territory. The Company receives a monthly fee in connection with the performance of its services as administrative manager in an amount equal to 5% of Iconix Middle East’s gross revenue collected in the prior month (other than in respect of the Umbro and Lee Cooper brands). GBG receives a monthly fee in connection with the performance of its services as local manager in an amount equal to 15% of Iconix Middle East’s gross revenue collected in the prior month (other than in respect of the Umbro and Lee Cooper brands). In addition, following the closing of GBG’s purchase of 50% of Iconix Middle East, GBG received from the Company $3.1 million for expenses related to its diligence and market analysis in the Iconix Middle East Territory, which was accounted for as a reduction to the cash received by the Company in relation to this transaction as of December 31, 2014.

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

LC Partners U.S.

In March 2014, the Company formed LC Partners US, LLC (“LCP”), a wholly-owned subsidiary of the Company, and contributed to it substantially all its rights to the Lee Cooper brand in the US through an agreement with LCP. Shortly thereafter, Rise Partners, LLC (“Rise Partners”), purchased a 50% interest in LCP for $4.0 million, of which $0.8 million in cash was received during

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FY 2014, with the remaining $3.2 million to be paid in four equal annual installments on the first through the fourth anniversaries of the closing date. As of September 30, 2015, the $2.4 million, remaining due to the Company, is netted against the redeemable non-controlling interest on the condensed consolidated balance sheet.

Pursuant to the operating agreement entered into in connection with the formation of LCP, Rise Partners holds specified put rights, relating to its ownership interest in the joint venture.

Put Option: For the 30 day period following (x) a change of control of the Company occurring prior to December 31, 2019; and (y) December 31, 2019, if Rise Partners has paid the purchase price for its interest in LCP in full, Rise Partners may deliver a put notice to the Company for the Company’s purchase of all the equity in LCP held by Rise Partners at a purchase price in cash equal to the greater of: (i) $4.0 million and (ii) an amount equal to (x) 5, multiplied by (y) the product of (1) 0.10 and (2) the amount of net wholesale sales of applicable Lee Cooper branded product sold in the US for the annual period ending December 31, 2019.

The Company serves as LCP’s administrative manager, responsible for arranging for or providing back-office services, including legal maintenance of trademarks (e.g. renewal of trademark registrations) in respect of the Lee Cooper brand in the US. Further LCP has access to general brand marketing materials prepared and owned by the Company to refit for use by LCP in marketing the Lee Cooper brand in the US.

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

Iconix Israel Joint Venture

In November 2013, the Company formed Iconix Israel. LLC (“Iconix Israel”), a wholly-owned subsidiary of the Company, and contributed substantially all rights to its wholly-owned and controlled brands in the State of Israel and the geographical regions of the West Bank and the Gaza Strip (together, the “Israel Territory”) through an agreement with Iconix Israel. Shortly thereafter, M.G.S. Sports Trading Limited (“MGS”) purchased a 50% interest in Iconix Israel for approximately $3.3 million. MGS paid $1.0 million in cash upon the closing of the transaction and committed to pay an additional $2.3 million over the 36-month period following closing. As of September 30, 2015, the $1.0 million, remaining due to the Company, from MGS is netted against the non-controlling interest on the condensed consolidated balance sheet.

Pursuant to the operating agreement entered into in connection with the formation of Iconix Israel, the Company holds a call right, exercisable at any time during the six month period following November 14, 2015, on 5% of the total outstanding shares in Iconix Israel held by MGS. The purchase price payable in connection with the Company’s exercise of its call option is an amount equal to (i) .05, multiplied by (ii) 6.5, multiplied by (iii) gross cash or property received by Iconix Israel from all sources.

The Company serves as Iconix Israel’s administrative manager, responsible for arranging for or providing back-offices services, including legal maintenance of trademarks (e.g. renewal of trademark registrations) for the brands in respect of the Israel Territory. Further, Iconix Israel has access to general brand marketing materials, prepared and owned by the Company to refit for use by the joint venture in the Israel Territory. MGS serves as Iconix Israel’s local manager, responsible for providing market experience in respect of the applicable territory, managing the joint venture on a day-to-day basis (other than back-office services), identifying potential licensees and assisting the Company in enforcement of license agreements in respect of the applicable territory. Each of the Company and MGS is reimbursed for all out-of-pocket costs incurred in performing its respective services.

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

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Iconix Southeast Asia Joint Venture

In October 2013, the Company formed Iconix SE Asia Limited (“Iconix SE Asia”), a wholly owned subsidiary of the Company, and contributed substantially all rights to its wholly-owned and controlled brands in Indonesia, Thailand, Malaysia, Philippines, Singapore, Vietnam, Cambodia, Laos, Brunei, Myanmar, and East Timor (the “South East Asia Territory”). Shortly thereafter, GBG (f/k/a Li + Fung Asia Limited) purchased a 50% interest in Iconix SE Asia for approximately $12.0 million. GBG paid $7.5 million in cash upon the closing of the transaction and committed to pay an additional $4.5 million over the 24-month period following closing. As a result of this transaction, the Company incurred $2.0 million of consulting costs which were provided to GBG and were accounted for as a reduction to the cash received.

In June 2014, the Company contributed substantially all rights to its wholly-owned and controlled brands in the Republic of Korea, and its Ecko, Zoo York, Ed Hardy and Sharper Image Brands in the European Union, and Turkey, in each case, to Iconix SE Asia. In return, GBG agreed to pay the Company $15.9 million, of which $4.0 million was paid in cash at closing. The Company guaranteed minimum distributions of $2.5 million in the aggregate through FY 2015 to GBG from the exploitation in the European Union and Turkey of the brands contributed to Iconix SE Asia as part of this transaction. As a result of this transaction, the Company incurred $5.4 million of marketing costs which were provided to GBG and were accounted for as a reduction to the cash received from GBG in respect of its payment of the purchase price in such transaction.  In September 2014, the Company’s subsidiaries contributed substantially all rights to their Lee Cooper and Umbro brands in the People’s Republic of China, Hong Kong, Macau and Taiwan (together, the “Greater China Territory”), to Iconix SE Asia. In return, GBG agreed to pay the Company $21.5 million, of which $4.3 million was paid at closing. The Company guaranteed minimum distributions of $5.1 million in the aggregate through FY 2017 to GBG from the exploitation in the Greater China Territory of the brands contributed to Iconix SE Asia as part of this transaction.

As of September 30, 2015, $17.7 million, net of discount for present value, remaining due to the Company from GBG for the above transactions is netted against the redeemable non-controlling interest on the condensed consolidated balance sheet.

Pursuant to the operating agreement entered into in connection with the formation of Iconix SE Asia, as amended, each of GBG and the Company holds specified put and call rights, respectively, relating to GBG’s ownership interest in the joint venture.

Company Two-Year Call Option: At any time during the six month period commencing October 1, 2015, the Company has the right to call up to 5% of the total equity in Iconix SE Asia from GBG for an amount in cash equal to (x) .10, multiplied by (y) 1.15, multiplied by (z) $38.4 million.

Five-Year and Eight-Year Put/Call Options on South East Asia Territory Rights, Europe/Turkey Rights and Korea Rights: At any time during the six month period commencing October 1, 2018, and again at any time during the six month period commencing October 1, 2021, GBG may deliver a put notice to the Company, and the Company may deliver a call notice to GBG, in each case, for the Company’s purchase of the Europe/Turkey Rights, South East Asia Territory Rights and/or Korea Rights. In the event of the exercise of such put or call rights, the purchase price for such rights is an amount equal to (x) the Agreed Value (in event of a GBG put) or (y) 120% of Agreed Value (in event of a Company call). The purchase price is payable in cash.

Agreed Value—Five-Year Put/Call: (i) Percentage of Iconix SE Asia owned by GBG, multiplied by (ii) 5.5, multiplied by (iii) the greater of the aggregate royalty generated by Iconix SE Asia in respect of the Europe/Turkey Rights, South East Asia Territory Rights and/or Korea Rights (as applicable) for the year ending December 31, 2015 and the year ending December 31, 2018; provided, that the Agreed Value attributable to the Europe/Turkey Rights shall not be less than $7.6 million, plus (iv) in the case of a Full Exercise (i.e., and exercise of all of the Europe/Turkey Rights, South East Asia Territory Rights and Korea Rights), the amount of cash in Iconix SE Asia at such time.

Agreed Value—Eight-Year Put/Call: (i) Percentage of Iconix SE Asia owned by GBG, multiplied by (ii) 5.5, multiplied by (iii) the greater of the aggregate royalty generated by Iconix SE Asia in respect of the Europe/Turkey Rights, South East Asia Territory Rights and/or Korea Rights (as applicable) for the year ending December 31, 2018 and the year ending December 31, 2021; provided, that the Agreed Value attributable to the Europe/Turkey Rights shall not be less than $7.6 million, plus (iv) in the case of a Full Exercise (i.e., and exercise of all of the Europe/Turkey Rights, South East Asia Territory Rights and Korea Rights), the amount of cash in Iconix SE Asia at such time.

Five-Year and Eight-Year Put/Call Options on Greater China Territory Rights: At any time during the six month period commencing September 17, 2019, and again at any time during the six month period commencing September 17, 2022, GBG may deliver a put notice to the Company, and the Company may deliver a call notice to GBG, in each case, for the Company’s purchase of the Greater China Territory Rights. In the event of the exercise of such Greater China Territory put or call rights, the purchase price for such rights is an amount equal to (x) the Agreed Value (in event of a GBG put) or (y) 120% of the Agreed Value (in event of a Company call). The purchase price is payable in cash.

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Agreed Value – Five-Year Put/Call: (i) Percentage of Iconix SE Asia owned by GBG, multiplied by (ii) 5.5, multiplied by (iii) the greater of the aggregate royalty generated by Iconix SE Asia in respect of the Greater China Territory Rights for the year ending December 31, 2015 and the year ending December 31, 2019; provided, that the Agreed Value attributable to the Greater China Territory Rights shall not be less than $15.5 million, plus (iv) in the case of a Full Exercise, the lesser of the (x) the amount of cash in Iconix SE Asia after payment of the Greater China Territory Rights Put/Call Distribution (as described below) and (y) the maximum amount of distributions allowed by applicable law.

Agreed Value – Eight-Year Put/Call: (i) Percentage of Iconix SE Asia owned by GBG, multiplied by (ii) 5.5, multiplied by (iii) greater of aggregate royalty generated by Iconix SE Asia in respect of the Greater China Territory Rights for the year ending December 31, 2019 and the year ending December 31, 2022; provided, that the Agreed Value attributable to the Greater China Territory Rights in respect of the eight year put/call shall not be less than the Agreed Value would have been if the five year put/call had been exercised, plus (iv) in the case of a Full Exercise, the lesser of the (x) the amount of cash in Iconix SE Asia after payment of the Greater China Territory Put/Call Distribution (as described below) and (y) the maximum amount of distributions allowed by applicable law.

Greater China Territory Put/Call Distribution: Prior to closing of a GBG put or a Company call in respect of the Greater China Territory Rights, Iconix SE Asia is required to make pro rata distributions to GBG and the Company in an amount equal to the lesser of: (i) the amount of cash in Iconix SE Asia; (ii) the maximum amount of distributions permitted by applicable law; and (iii) the amount the Company pays to GBG in respect of minimum guaranteed distributions provided for pursuant to the September 2014 Iconix SE Asia transaction described above. GBG is required to pay all amounts it receives from the Greater China Territory Put/Call Distribution to the Company.

The Company serves as Iconix SE Asia’s administrative manager, responsible for arranging for or providing back-office services including legal maintenance of trademarks (e.g. renewal of trademark registrations) for the brands in respect of the territories included in Iconix SE Asia. Further, Iconix SE Asia has access to general brand marketing materials, prepared and owned by the Company, to refit for use by the joint venture in territories included in Iconix SE Asia. GBG serves as Iconix SE Asia’s local manager, responsible for providing market experience in respect of the applicable territory, managing the joint venture on a day-to-day basis (other than back-office services), identifying potential licensees and assisting the Company in enforcement of license agreements in respect of the applicable territory. The Company receives a monthly fee in connection with the performance of its services as administrative manager in an amount equal to 5% of Iconix SE Asia’s gross revenue collected in prior month. GBG receives a monthly fee in connection with the performance of its services as local manager in an amount equal to 15% of Iconix SE Asia’s gross revenue collected in prior month. In October 2013, and in respect of services that commenced in August 2013 and expired on December 31, 2013, the Company executed a Consultancy Agreement with LF Centennial Limited, an affiliate of Li and Fung Asia Limited, for the provision of brand strategy services in Asia to assist the Company in developing its brands. Pursuant to the Consultancy Agreement, the Company paid LF Centennial Limited four installments of $0.5 million for the provision of such services. The aggregate $2.0 million of consulting costs paid to GBG were accounted for as a reduction to the cash received by the Company in relation to GBG’s purchase of a 50% interest in Iconix SE Asia for the year ended December 31, 2013.

The Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company and GBG, that Iconix SE Asia is a VIE and, as the Company has been determined to be the primary beneficiary, is subject to consolidation. The Company has consolidated this joint venture within its consolidated financial statements since inception as well as at the closing of each of the June 2014 and September 2014 transactions.  The liabilities of the VIE are not material and none of the VIE assets are encumbered by any obligation of the VIE or other entity.

Iconix Canada Joint Venture

In June 2013, the Company formed Iconix Canada L.P. (“Ico Canada”) and Ico Brands L.P. (“Ico Brands” and, together with Ico Canada, collectively, “Iconix Canada”), as wholly-owned indirect subsidiaries of the Company, and contributed substantially all rights to its wholly-owned and controlled brands in Canada (the “Canada Territory”) through agreements with the Iconix Canada partnerships. Shortly thereafter through their acquisitions of limited partnership and general partnership interests, Buffalo International ULC and BIU Sub Inc. purchased 50% interests in the Iconix Canada partnerships for $17.8 million in the aggregate, of which approximately $8.9 million in the aggregate, was paid in cash upon closing of these transactions in June 2013, and the remaining $8.9 million of which are notes payable to the Company to be paid, as amended, over the five year period following the date of closing, with final payment in June 2018.

Pursuant to agreements entered into in connection with the formation of Ico Canada and Ico Brands, the Company holds specified call options relating to Buffalo International’s and BIU Sub’s ownership interests in the joint ventures.

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Ico Canada Call Option: At any time between the second and third anniversary of June 28, 2013 the Company has the right to call a number of units held by Buffalo International equal to 5% of all units issued and outstanding for an amount in cash equal to the greater of (i) $1.5 million and (ii) 5% of the amount obtained by applying a multiple of 5.5 to the highest of (a) the minimum royalties in respect of the Ico Canada marks for the previous 12 months, (b) the actual royalties in respect of the Ico Canada marks for the previous 12 months, (c) the projected minimum royalties in respect of the Ico Canada marks for the subsequent fiscal period and (d) the average projected minimum royalties in respect of the Ico Canada marks for the subsequent three fiscal periods.

Ico Brands Call Option: At any time between the second and third anniversary of June 28, 2013, the Company has the right to call a number of units held by BIU Sub equal to 5% of all units issued and outstanding for an amount in cash equal to the greater of (i) $0.6 million and (ii) 5% of the amount obtained by applying a multiple of 5.5 to the highest of (a) the minimum royalties in respect of the Ico Brands marks for the previous 12 months, (b) the actual royalties in respect of the Ico Brands marks for the previous 12 months, (c) the projected minimum royalties in respect of the Ico Brands marks for the subsequent fiscal period and (d) the average projected minimum royalties in respect of the Ico Brands marks the subsequent three fiscal periods.

If the total payments to Ico Canada in respect of the Umbro marks for the four-year period following June 28, 2013 are less than $2.7 million, the Company has an obligation to pay Buffalo International an amount equal to the shortfall.

As a result of the Company’s prior contribution of the intellectual property and related assets relating to certain of its brands in respect of the Canadian territory (the “Encumbered Canadian Assets”) to the Company’s securitization, Ico Canada was granted the right to receive an amount equal to the royalty streams from the Encumbered Canadian Assets. Ico Brands has an option to purchase the Encumbered Canadian Assets for one dollar within one year following the earlier of (i) January 15, 2020 and (ii) the later of (a) the release of such assets from the Company’s securitization and (b) Ico Brands receipt of notice of such release. If the Company does not deliver such assets to Ico Brands following the exercise of such option, the Company has an obligation to pay liquidated damages to Ico Brands in an amount equal to approximately $4.9 million.

In the case of Ico Brands, BIU Sub serves as the creative shareholder, and is responsible for: (i) approving or disapproving of the creative aspects relating to trademarks and related goods and services offered by licensees; and (ii) approving or disapproving of all other creative aspects of the design, development, manufacture and sale of products bearing the Ico Brands’ marks.

As of September 30, 2015, $5.7 million, net of discount for present value, remaining due to the Company from Buffalo International for the above transactions is netted against the non-controlling interest on the condensed consolidated balance sheet.

The Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company and Buffalo International and BIU Sub, that Ico Canada and Ico Brands are VIEs and, as the Company has been determined to be the primary beneficiary, are subject to consolidation. The Company has consolidated this joint venture within its consolidated financial statements since inception.  The liabilities of the VIEs are not material and none of the VIE assets are encumbered by any obligation of the VIE or other entity.

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 committed to pay an additional $5.0 million over the 30-month period following closing. As of December 31, 2011 this obligation was paid in full.

During FY 2011, the Company contributed to Iconix Latin America its share of the rights to revenues from IPH Unltd (see below) for the exploitation of the Ecko brands in the Latin America Territory. Also in FY 2011, the Company contributed to Iconix Latin America its rights to the Ed Hardy brands for the Latin America Territory. During FY 2012, the Company contributed to Iconix Latin America the rights to the Zoo York and Sharper Image brands for the Latin America Territory.

Prior to the 2014 Buy-out (defined below), based on the corporate structure, voting rights and contributions of the Company and New Brands, Iconix Latin America was 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” of ASC Topic 810. As such, prior to the 2014 Buy-out, the Company had recorded its investment under the equity method of accounting.

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In February 2014, the Company purchased from New Brands its 50% interest in Iconix Latin America for $42.0 million (the “2014 Buy-out”), which was funded entirely from cash on hand, thereby taking full ownership of 100% of the equity interests in Iconix Latin America. The following is a reconciliation of cash paid to New Brands:

Fair value of 50% interest in Iconix Latin America	$	42,698
Less: note receivable owed to the Company		(1,695	)
Add: accrued distributions due to New Brands		997
Cash paid to New Brands	$	42,000

As a result of the 2014 Buy-out and in accordance with ASC Topic 805, the Company recorded a non-cash pre-tax re-measurement gain of approximately $34.7 million, representing the increase in fair value of its original 50% investment in Iconix Latin America. This re-measurement gain is included in other income on the Company’s consolidated statement of operations in FY 2014. Further, as a result of the 2014 Buy-out, the balance owed to the Company from New Brands was settled. As a result of the 2014 Buy-out, Iconix Latin America is subject to consolidation and is included in the Company’s condensed consolidated financial statements since the time of the buy-out.

The estimated fair value of the assets acquired, less liabilities assumed, is allocated as follows:

Fair value of 50% interest in Iconix Latin America	$	42,698
Value of initial equity investment prior to 2014 Buy-out		7,950
Gain on re-measurement of initial equity investment		34,748
	$	85,396
Trademarks		82,400
License agreements		700
Cash		1,842
Working capital deficit		(676	)
Goodwill		1,130
	$	85,396

The Iconix Latin America 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 condensed consolidated statement of operations. The goodwill and trademarks are subject to a test for impairment on an annual basis. The $1.1 million of goodwill resulting from the 2014 Buy-out is deductible for income tax purposes.

Iconix Europe

In December 2009, the Company contributed substantially all rights to its brands in the European Territory (defined as all member states and candidate states of the European Union and certain other European countries) to Iconix Europe LLC, a then 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 and the remaining $1.0 million of which was paid in January 2011.

At inception and prior to the January 2014 transaction described below, 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 VIE and was not subject to consolidation. The Company had recorded its investment under the equity method of accounting.

In January 2014, the Company consented to the purchase of BIV’s 50% ownership interest in Iconix Europe by GBG (f/k/a LF Asia Limited, an affiliate of Li & Fung Limited). In exchange for this consent, the Company received $1.5 million from GBG. In addition, the Company acquired an additional 1% equity interest in Iconix Europe from GBG, and amended the operating agreement (herein referred to as the “IE Operating Agreement”) thereby increasing its ownership in Iconix Europe to a controlling 51% interest and reducing its preferred profit distribution from Iconix Europe to $3.0 million after which all profits and losses are recognized 51/49 in accordance with each principal’s membership interest percentage.

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The estimated fair value of the assets acquired, less liabilities assumed, is allocated as follows:

Fair value of 50% interest in Iconix Europe	$	13,800
Value of initial equity investment prior to 2014 Buy-out		19,651
Loss on re-measurement of initial equity investment		(5,851	)
	$	27,600
Trademarks		27,000
Cash		677
Working capital deficit, excluding cash		(77	)
	$	27,600

ASC Topic 810 affirms that consolidation is appropriate when one entity has a controlling financial interest in another entity. As a result of this transaction, the Company owns a 51% membership interest in Iconix Europe compared to the minority owner’s 49% membership interest. Further, the Company believes that the voting and veto rights of the minority shareholder are merely protective in nature and do not provide the minority shareholder with substantive participating rights in Iconix Europe. As such, Iconix Europe is subject to consolidation with the Company, which is reflected in the consolidated financial statements as of December 31, 2014.

Pursuant to the IE Operating Agreement, each of GBG and the Company holds specified put and call rights, respectively, relating to GBG’s ownership interest in the joint venture as described below.

Five-Year and Eight-Year Put/Call Options:  At any time during the six month period commencing January 13, 2019, and again at any time during the six month period commencing January 13, 2022, GBG may deliver a put notice to the Company, and the Company may deliver a call notice to GBG, in each case, for the Company’s purchase of all equity in the joint venture held by GBG.  In the event of the exercise of such put or call rights, the purchase price for GBG’s equity in Iconix Europe is an amount equal to (x) the Agreed Value (in the event of GBG’s put) or (y) 120% of Agreed Value (in the event of an Iconix call).  The purchase price is payable in cash.

Agreed Value-Five-Year Put/Call: (i) (x) percentage of Iconix Europe owned by GBG, multiplied by (y) 5.5, multiplied by (z) the greater of aggregate royalty generated by Iconix Europe for the year ended December 31, 2013 and the year ended December 31, 2018; plus (ii) percentage of Iconix Europe owned by GBG multiplied by the aggregate amount of cash in Iconix Europe which is available for distribution to the members.

Agreed Value-Eight-Year Put/Call: (i) (x) percentage of Iconix Europe owned by GBG, multiplied by (y) 5.5, multiplied by (z) the greater of aggregate royalty generated by Iconix Europe for the year ended December 31, 2013 and the year ended December 31, 2021; plus (ii) percentage of Iconix Europe owned by GBG multiplied by the aggregate amount of cash in Iconix Europe which is available for distribution to the members.    

As a result of the January 2014 transaction, the Company records this redeemable non-controlling interest as mezzanine equity on the Company’s consolidated balance sheet.

Hydraulic IP Holdings, LLC

In December 2014, the Company formed a joint venture with Top On International Group Limited (“Top On”). The name of the joint venture is Hydraulic IP Holdings, LLC (“Hydraulic IPH”), a Delaware limited liability company. The Company paid $6.0 million, which was funded entirely from cash on hand, in exchange for a 51% controlling ownership of Hydraulic IPH. Top On owns the remaining 49% interest in Hydraulic IPH. Hydraulic IPH owns the IP rights, licenses and other assets relating principally to the Hydraulic brand. Concurrently, Hydraulic IPH and iBrands International, LLC (“iBrands”) entered into a license agreement pursuant to which Hydraulic IPH licensed the Hydraulic brand to iBrands as licensee in certain categories and geographies. Additionally, the Company and Top On entered into a limited liability company agreement with respect to their ownership of Hydraulic IPH.

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

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NGX, LLC

In October 2014, the Company formed a joint venture with NGO, LLC (“NGO”). The name of the joint venture is NGX, LLC (“NGX”), a Delaware limited liability company. The Company paid $6.0 million, which was funded entirely from cash on hand; in exchange for a 51% controlling ownership of NGX. NGO owns the remaining 49% interest in NGX. NGX owns the IP rights, licenses and other assets relating principally to the Nick Graham brand. Concurrently, NGX and NGL, LLC (“NGL”) entered into a license agreement pursuant to which NGX licensed the Nick Graham brand to NGL as licensee in certain categories and geographies. Additionally, the Company and NGO entered into a limited liability company operating agreement with respect to their ownership of NGX.

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

Buffalo Brand Joint Venture

In February 2013, Iconix CA Holdings, LLC (“ICA Holdings”), a Delaware limited liability company and a wholly-owned subsidiary of the Company, formed a joint venture with Buffalo International ULC (“BII”). The name of the joint venture is 1724982 Alberta ULC (“Alberta ULC”), an Alberta, Canada unlimited liability company. The Company, through ICA Holdings, paid $76.5 million, which was funded entirely from cash on hand, in exchange for a 51% controlling ownership of Alberta ULC which consists of a combination of equity and a promissory note. BII owns the remaining 49% interest in Alberta ULC. Alberta ULC owns the IP rights, licenses and other assets relating principally to the Buffalo David Bitton brand (the “Buffalo brand”). Concurrently, Alberta ULC and BII entered into a license agreement pursuant to which Alberta ULC licensed the Buffalo brand to BII as licensee in certain categories and geographies. Additionally, ICA Holdings and BII entered into a shareholder agreement with respect to their ownership of Alberta ULC.

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, less amount classified as a note receivable	$	39,614
Fair value of 49% non-controlling interest to sellers		59,489
	$	99,103

The estimated fair value of the assets acquired is as follows:

Trademarks		102,643
License agreements		2,400
Non-compete agreement		940
Goodwill		7,131
Deferred tax liability		(14,011	)
	$	99,103

The Buffalo brand 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 condensed consolidated statement of operations. The goodwill and trademarks are subject to a test for impairment on an annual basis. Of the total consideration paid, $36.9 million (which is net of a discount) has been classified as a note receivable as the fair value of the transaction and the related guaranteed minimum royalties, which the Company will receive through FY 2016 under the BII license agreement could not be established at the acquisition date. As of September 30, 2015, $12.7 million, net of discount for present value, remaining due to the Company from BII for the above transactions is recorded in other assets on the condensed consolidated balance sheet.  The $7.1 million of goodwill resulting from this acquisition is deductible for income tax purposes.

The Company has consolidated this joint venture within its consolidated financial statements since inception.

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Icon Modern Amusement

In December 2012, the Company entered into an interest purchase and management agreement with Dirty Bird Productions, Inc., a California corporation, in which the Company effectively purchased a 51% controlling interest in the Modern Amusement trademarks and related assets for $5.0 million, which was funded entirely from cash on hand. To acquire its 51% controlling interest in the trademark, the Company formed a new joint venture company, Icon Modern Amusement LLC (“Icon MA”), a Delaware limited liability company.

Peanuts Holdings

On June 3, 2010 (the “Peanuts Closing Date”), the Company consummated an interest purchase agreement with United Feature Syndicate, Inc. (“UFS”) and The E.W. Scripps Company (the “Parent”) (Parent and UFS, collectively, the “Sellers”), pursuant to which it purchased all of the issued and outstanding interests (“Interests”) of Peanuts Worldwide, a then newly formed Delaware limited liability company, to which, prior to the closing of this acquisition, copyrights and trademarks associated with the Peanuts characters and certain other assets were contributed by UFS. On the Peanuts Closing Date, the Company assigned its right to buy all of the Interests to Peanuts Holdings, a newly formed Delaware limited liability company and joint venture owned 80% by Icon Entertainment LLC (“IE”), a wholly-owned subsidiary of the Company, and 20% by Beagle Scouts LLC, a Delaware limited liability company (“Beagle”) owned by certain Schulz family trusts.

Further, on the Closing Date, IE and Beagle entered into an operating agreement with respect to Peanuts Holdings (the “Peanuts Operating Agreement”). Pursuant to the Peanuts Operating Agreement, the Company, through IE, and Beagle made capital contributions of $141.0 million and $34.0 million, respectively, in connection with the acquisition of Peanuts Worldwide. The Interests were then purchased for $172.1 million in cash, as adjusted for acquired working capital.

In connection with the Peanuts Operating Agreement, the Company through IE, loaned $17.5 million to Beagle (the “Beagle Note”), the proceeds of which were used to fund Beagle’s capital contribution to Peanuts Holdings in connection with the acquisition of Peanuts Worldwide. The Beagle Note bore interest at 6% per annum, with minimum principal payable in equal annual installments of approximately $2.2 million on each anniversary of June 3, 2010, with any remaining unpaid principal balance and accrued interest to be due on June 3, 2015, the Beagle Note maturity date. Principal was prepayable at any time. The Beagle Note was secured by the membership interest in Peanuts Holdings owned by Beagle. In February 2015, the remaining amount due on the Beagle Note was paid in full.

Hardy Way

In May 2009, the Company acquired a 50% interest in 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 as of the closing. In addition, the sellers of the 50% interest received 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 2009.

On April 26, 2011, Hardy Way acquired substantially all of the licensing rights to the Ed Hardy brands and trademarks from its licensee, Nervous Tattoo, Inc. (“NT”) pursuant to an asset purchase agreement by and among Hardy Way, NT and Audigier Brand Management Group, LLC (“ABMG,” and together with NT, the “Sellers”). Immediately prior to the closing of the transactions contemplated by the asset purchase agreement, the Company contributed $62.0 million to Hardy Way, thereby increasing the Company’s ownership interests in Hardy Way from 50% to 85% of the outstanding membership interests.

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, purchased Artful Dodger, an urban apparel brand for a purchase price of $15.0 million.

In March 2009, the Company, through its investment in Scion, effectively acquired a 16.6% interest in one of its licensees, Roc Apparel Group LLC (“RAG”), whose principal owner is Shawn “Jay-Z” Carter, for nominal consideration. The Company had determined that this entity is a VIE as defined by ASC 810. However, the Company was not the primary beneficiary of this entity. The investment in this entity was accounted for under the cost method of accounting. Subsequent to March 2009, this investment in RAG was assigned from Scion to the Company. From March 2009 through January 2014, the Company and its partner contributed approximately $11.8 million to Scion, which was deposited as cash collateral under the terms of RAG’s financing agreements. In June 2010, $3.3 million was released from collateral and distributed to the Scion members equally. In July 2014, the lender under such financing arrangement made a cash collateral call, reducing the Company’s restricted cash by $8.5 million. In FY 2014, the Company

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recorded a $2.7 million charge to reduce this receivable to $5.8 million. RAG caused such amount to be repaid pursuant to a binding term sheet dated April 2015, which resulted in a final agreement on July 6, 2015, between the Company and the managing member of RAG. In addition, on July 6, 2015, in accordance with the terms of such final agreement, the Company sold its 16.6% interest in RAG to an affiliate of Shawn “Jay-Z” Carter for nominal consideration.  

In May 2012, Scion, through a newly formed subsidiary, Scion BBC LLC, purchased a 50% interest in BBC Ice Cream LLC, owner of the Billionaire Boys Club and Ice Cream brands for approximately $3.5 million.

In April 2015, the Company entered into a binding term sheet to purchase the remaining 50% interest in Scion, which the Company has consolidated Scion since inception, from Shawn “Jay-Z” Carter for $6.0 million increasing the Company’s ownership to 100%, also effectively increasing its interest in BBC Ice Cream LLC to 50%.  

Unaudited Pro Forma Information

Unaudited pro forma information for the transactions completed during the Current Nine Months is not presented because the effects of such transactions, individually and in the aggregate, are considered immaterial to the Company.

Joint Ventures/Equity Method Investees

The following joint ventures are recorded using the equity method of accounting:

Iconix Australia Joint Venture

In September 2013, the Company formed Iconix Australia, LLC (“Iconix Australia”), a Delaware limited liability company and a wholly-owned subsidiary of the Company, and contributed substantially all rights to its wholly-owned and controlled brands in Australia and New Zealand (the “Australia territory”) through an agreement with Iconix Australia. Shortly thereafter Pac Brands USA, Inc. (“Pac Brands”) purchased a 50% interest in Iconix Australia for $7.2 million in cash, all of which was received upon closing of this transaction in September 2013. As a result of this transaction, the Company recorded a gain of $4.1 million in FY 2013 for the difference between the consideration (cash and notes receivable) received by the Company and the book value of the brands contributed to the joint venture.

Pursuant to the Operating Agreement entered into in connection with the formation of Iconix Australia, as amended, each of Pac Brands and the Company holds specified put and call rights, respectively, relating to Pac Brands’ ownership interest in the joint venture.

Company Two-Year Call Option: At any time during the six month period commencing September 17, 2015, the Company has the right to call up to 5% of Pac Brands’ total equity in Iconix Australia for an amount in cash equal to (i) the number of units called by the Company divided by the total number of Units outstanding, multiplied by (ii) 6.5, multiplied by (iii) RR, where RR is equal to:

A + (A x (100% + GR))

                    2

A = trailing 12 months royalty revenue

GR = Year on year growth rate

Four-Year Put/Call Option: At any time following September 17, 2017, Pac Brands may deliver a put notice to the Company, and the Company may deliver a call notice to Pac Brands, in each case, for the Company’s purchase of all units in the joint venture held by Pac Brands. Upon the exercise of such put/call, the purchase price for Pac Brands’ units in the joint venture will be an amount equal to (i) the percentage interest represented by Pac Brands’ units, multiplied by (ii) 5, multiplied by (iii) RR, where RR is equal to:

A + (A x (100% + CAGR))

                    2

A = trailing 12 months royalty revenue

CAGR = 36 month compound annual growth rate

The Company serves as Iconix Australia’s administrative manager, responsible for arranging for or providing back-office services including legal maintenance of trademarks (e.g. renewal of trademark registrations) for the brands in respect of the Australia

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Territory. Further, Iconix Australia has access to general brand marketing materials, prepared and owned by the Company, to refit for use by the joint venture in marketing the brands in the Australia Territory. Anchorage George Street Party Limited, an affiliate of Pac Brands (“Anchorage”) serves as Iconix Australia’s local manager, responsible for providing market experience in respect of the applicable territory, managing the joint venture on a day-to-day basis (other than back-office services), identifying potential licensees and assisting the Company in enforcement of license agreements in respect of the applicable territory. Each of the Company and Anchorage is reimbursed for all out-of-pocket costs incurred in performing its respective services.

At inception, the Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company and Pac Brands, that Iconix Australia is not a VIE and not subject to consolidation. The Company has recorded its investment under the equity method of accounting since inception.

Iconix India Joint Venture

In June 2013, the Company formed Imaginative Brand Developers Private Limited (“Iconix India), a wholly-owned subsidiary of the Company, and contributed substantially all rights to its wholly-owned and controlled brands in India through an agreement with Iconix India. Shortly thereafter Reliance Brands Limited (“Reliance’), an affiliate of the Reliance Group, purchased a 50% interest in Iconix India for $6.0 million of which approximately $2.0 million was paid in cash upon closing of this transaction and the remaining $4.0 million of which is a note, payable to the Company, to be paid over a 48- month period following closing. As a result of this transaction, the Company recognized a gain of approximately $2.3 million in FY 2013 for the difference between the consideration (cash and notes receivable) received by the Company and the book value of the brands contributed to the joint venture. Additionally, pursuant to the terms of the transaction, the Company and Reliance each agreed to contribute 100 million Indian rupees (approximately $2.0 million) to Iconix India only upon the future mutual agreement of the parties, of which 25 million Indian rupees (approximately $0.5 million) was contributed at closing.

As of September 30, 2015, of the $1.9 million note receivable, approximately $1.0 million is included in other assets – current and $0.9 million is included in other assets on the unaudited condensed consolidated balance sheet.

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

MG Icon

In March 2010, the Company acquired a 50% interest in MG Icon, the owner of the Material Girl and Truth or Dare brands and trademarks and other rights associated with the artist, performer and celebrity known as “Madonna”, from Purim LLC (“Purim”) for $20.0 million, $4.0 million of which was paid at closing. In connection with the launch of Truth or Dare brand and based on certain qualitative criteria, Purim is entitled to an additional $3.0 million. Through September 30, 2015, $21.0 million was paid to Purim with the remaining $2.0 million owed to Purim included in other liabilities-current on the Company’s unaudited condensed consolidated balance sheet.

At inception, the Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company and Purim, MG Icon is a VIE and not subject to consolidation, as the Company is not the primary beneficiary of MG Icon. The Company has recorded its investment under the equity method of accounting.

Pursuant to the terms of the MG Icon operating agreement and subject to certain conditions, the Company is entitled to recognize a preferred profit distribution from MG Icon of at least $23.0 million, after which all profits and losses are recognized 50/50 in accordance with each principal’s membership interest percentage.

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Investments in Iconix China

Through our ownership of Iconix China (see above), we have equity interests in the following private companies:

Brands Placed	Partner	Ownership by Iconix China			Value of Investment As of September 30,2015
Candie’s	Candies Shanghai Fashion Co., Ltd.		20	%	$	9,494
Marc Ecko	Shanghai MuXiang Apparel & Accessory Co. Ltd.		15	%		2,293
Royal Velvet	Bai Shi Kou International (Qingdao) Home Products Co. Ltd.		20	%		56
Material Girl	Ningbo Material Girl Fashion Co., Ltd.		20	%		4,239
Ed Hardy	Tangli International Holdings Ltd.		20	%		12,286
Ecko Unltd	Ai Xi Enterprise (Shanghai) Co. Limited.		20	%		11,102
					$	39,470

Cost Method Investments

The following investments are carried at cost:

Marcy Media Holdings, LLC

In July 2013, the Company purchased a minority interest in Marcy Media Holdings, LLC (“MM Holdings”), resulting in the Company’s indirect ownership of a 5% interest in Roc Nation, LLC for $32 million. At inception, the Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company that Marcy Media is not a VIE and not subject to consolidation. As the Company does not have significant influence over Marcy Media, its investment has been recorded under the cost method of accounting.

Complex Media Inc.

In September 2013, the Company purchased convertible preferred shares, on an as-converted basis as of December 31, 2014, equaling an approximate 14.4% minority interest in Complex Media Inc. (“Complex Media”), a multi-media lifestyle company which, among other things, owns Complex magazine and its online counterpart, Complex.com, for $25 million. At inception, the Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company that Complex Media is not a VIE and not subject to consolidation. As the Company does not have significant influence over Complex Media, its investment has been recorded under the cost method of accounting.

4. Gains on Sale of Trademarks

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

	Nine Months Ended September 30,
	2014 (restated)
Sharper Image-eCommerce/Domain Name	$	6,399
Total gains on sale of trademarks	$	6,399

There were no gains on sale of trademarks in the Current Quarter, Current Nine Months or Prior Year Quarter.

5. Fair Value Measurements

ASC 820 “Fair Value Measurements”, (“ASC 820”), establishes a framework for measuring fair value and requires expanded disclosures about fair value measurement. While ASC 820 does not require any new fair value measurements in its application to other accounting pronouncements, it does emphasize that a fair value measurement should be determined based on the assumptions that market participants would use in pricing the asset or liability. As a basis for considering market participant assumptions in fair

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value measurements, ASC 820 established the following fair value hierarchy that distinguishes between (1) market participant assumptions developed based on market data obtained from sources independent of the reporting entity (observable inputs) and (2) the reporting entity’s own assumptions about market participant assumptions developed based on the best information available in the circumstances (unobservable inputs):

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

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

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

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

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

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

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

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

Hedge Instruments

From time to time, the Company will purchase hedge instruments to mitigate income statement risk and cash flow risk of revenue and receivables. As of September 30, 2015, the Company had no hedge instruments other than the 2.50% Convertible Note Hedges and 1.50% Convertible Note Hedges (see Note 6).

Financial Instruments

As of September 30, 2015 and December 31, 2014, the fair values of cash, receivables and accounts payable approximated their carrying values due to the short-term nature of these instruments. The fair value of notes receivable and notes payable from and to our joint venture partners approximate their carrying values. The fair value of our cost method investments is not readily determinable and it is not practical to obtain the information needed to determine the value. However, there has been no indication of an impairment of these cost method investments as of September 30, 2015 and December 31, 2014. The estimated fair values of other financial instruments subject to fair value disclosures, determined based on Level One inputs including broker quotes or quoted market prices or rates for the same or similar instruments and the related carrying amounts are as follows:

	September 30, 2015				December 31, 2014
	CarryingAmount		Fair Value		CarryingAmount		Fair Value
Long-term debt, including current portion	$	1,471,642	$	1,418,987	$	1,394,077	$	1,601,418

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 investment or commercial banks with significant experience with such instruments as well as certain of our joint venture partners – see Note 3.

Non-Financial Assets and Liabilities

The Company accounts for non-recurring adjustments to the fair values of its non-financial assets and liabilities under ASC 820 using a market participant approach. The Company uses a discounted cash flow model with Level 3 inputs to measure the fair value of its non-financial assets and liabilities. The Company also adopted the provisions of ASC 820 as it relates to purchase accounting for its

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acquisitions. The Company has goodwill, which is tested for impairment at least annually, as required by ASC 350- “Intangibles- Goodwill and Other”, (“ASC 350”). Further, in accordance with ASC 350, the Company’s indefinite-lived trademarks are tested for impairment at least annually, on an individual basis as separate single units of accounting. Similarly, consistent with ASC 360- “Property, Plant and Equipment” (“ASC 360”), as it relates to accounting for the impairment or disposal of long-lived assets, the Company assesses whether or not there is impairment of the Company’s definite-lived trademarks. There was no impairment, and therefore no write-down, of any of the Company’s long-lived assets during the Current Nine Months or Prior Year Nine Months.

6. Debt Arrangements

The Company’s net carrying amount of debt is comprised of the following:

	September 30, 2015		December 31, 2014
Senior Secured Notes	$	728,189	$	774,030
1.50% Convertible Notes		353,032		339,943
2.50% Convertible Notes		290,421		280,104
Variable Funding Note		100,000		—
Total	$	1,471,642	$	1,394,077

Senior Secured Notes and Variable Funding Note

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

Simultaneously with the issuance of the 2012 Senior Secured Notes, the Co-Issuers also entered into a revolving financing facility of Series 2012-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”), which allows for the funding of up to $100 million of Variable Funding Notes and certain other credit instruments, including letters of credit. The Variable Funding Notes were issued under the Indenture and allow for drawings on a revolving basis. Drawings and certain additional terms related to the Variable Funding Notes are governed by the Class A-1 Note Purchase Agreement dated November 29, 2012 (the “Variable Funding Note Purchase Agreement”), among the Co-Issuers, Iconix, as manager, certain conduit investors, financial institutions and funding agents, and Barclays Bank PLC, as provider of letters of credit, as swing line lender and as administrative agent. The Variable Funding Notes will be governed, in part, by the Variable Funding Note Purchase Agreement and by certain generally applicable terms contained in the Indenture. Interest on the Variable Funding Notes will be payable at per annum rates equal to the CP Rate, Base Rate or Eurodollar Rate, as defined in the Variable Funding Note Purchase Agreement.

In February 2015, the Company received $100.0 million proceeds from the Variable Funding Notes. There is a commitment fee on the unused portion of the Variable Funding Notes facility of 0.5% per annum. It is anticipated that any outstanding principal of and interest on the Variable Funding Notes will be repaid in full on or prior to January 2018. Following the anticipated repayment date, additional interest will accrue on the Variable Funding Notes equal to 5% per annum. The Variable Funding Notes and other credit instruments issued under the Variable Funding Note Purchase Agreement are secured by the collateral described below.

On June 21, 2013, the Co-Issuers issued $275.0 million aggregate principal amount of Series 2013-1 4.352% Senior Secured Notes, Class A-2 (the “2013 Senior Secured Notes” and, together with the 2012 Senior Secured Notes, the “Senior Secured Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended.

The Senior Secured Notes and the Variable Funding Notes are referred to collectively as the “Notes.” The Notes were issued in securitization transactions pursuant to which substantially all of Iconix’s United States and Canadian revenue-generating assets (the “Securitized Assets”), consisting principally of its intellectual property and license agreements for the use of its intellectual property, were transferred to and are currently held by the Co-Issuers. The Securitized Assets do not include revenue generating assets of (x) the Iconix subsidiaries that own the Badgley Mischka trademark, the Ecko Unltd trademark, the Mark Ecko trademark, the Umbro trademark, the Lee Cooper trademark, and the Strawberry Shortcake trademark, (y) the Iconix subsidiaries that own Iconix’s other brands outside of the United States and Canada or (z) the joint ventures in which Iconix and certain of its subsidiaries have investments and which own the Artful Dodger trademark, the Modern Amusement trademark and the Buffalo trademark, the Pony trademark, the Nick Graham trademark, the Hydraulic trademark and a 50% interest in the Ice Cream trademark, and the Billionaire Boys Club trademark.

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

While the Notes are outstanding, payments of interest are required to be made on the Senior Secured Notes on a quarterly basis. To the extent funds are available, principal payments in the amount of $10.5 million and $4.8 million are required to be made on the 2012 Senior Secured Notes and 2013 Senior Secured Notes, respectively, on a quarterly basis.

The legal final maturity date of the Senior Secured Notes is in January of 2043, but it is anticipated that, unless earlier prepaid to the extent permitted under the Indenture, the Senior Secured Notes will be repaid in January of 2020. If the Co-Issuers have not repaid or refinanced the Senior Secured Notes prior to the anticipated repayment date, additional interest will accrue on the Senior Secured Notes equal to the greater of (A) 5% per annum and (B) a per annum interest rate equal to the excess, if any, by which the sum of (i) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the anticipated repayment date of the United States treasury security having a term closest to 10 years plus (ii) 5% plus (iii) with respect to the 2012 Senior Secured Notes, 3.4%, or with respect to the 2013 Senior Secured Notes, 3.14%, exceeds the original interest rate. The Senior Secured Notes rank pari passu with the Variable Funding Notes.

Pursuant to the Indenture, the Notes are the joint and several obligations of the Co-Issuers only. The Notes are secured under the Indenture by a security interest in substantially all of the assets of the Co-Issuers (the “Collateral”), which includes, among other things, (i) intellectual property assets, including the U.S. and Canadian registered and applied for trademarks for the following brands and other related IP assets: Candie’s, Bongo, Joe Boxer (excluding Canadian trademarks, none of which are owned by Iconix), Rampage, Mudd, London Fog (other than the trademark for outerwear products sold in the United States), Mossimo, Ocean Pacific and OP, Danskin and Danskin Now, Rocawear, Starter, Waverly, Fieldcrest, Royal Velvet, Cannon, Charisma, and Sharper Image (other than for a “Sharper Image” branded website or catalog in the United States and other specified jurisdictions); (ii) the rights (including the rights to receive payments) and obligations under all license agreements for use of those trademarks; (iii) the following equity interests in the following joint ventures: an 85% interest in Hardy Way LLC which owns the Ed Hardy brand, a 50% interest in MG Icon LLC which owns the Material Girl and Truth or Dare brands, a 100% interest in ZY Holdings LLC which owns the Zoo York brand, and an 80% interest in Peanuts Holdings LLC which owns the Peanuts brand and characters; and (iv) certain cash accounts established under the Indenture.

If the Company contributes a newly organized, limited purpose, bankruptcy remote entity (each an “Additional IP Holder” and, together with the Co-Issuers, the “Securitization Entities”) to Icon Brand Holdings LLC or Icon DE Intermediate Holdings LLC, that Additional IP Holder will enter into a guarantee and collateral agreement in a form provided for in the Base Indenture pursuant to which such Additional IP Holder will guarantee the obligations of the Co-Issuers in respect of any Notes issued under the Base Indenture and the other related documents and pledge substantially all of its assets to secure those guarantee obligations pursuant to a guarantee and collateral agreement.

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

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

The Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to (i) the failure to maintain a stated debt service coverage ratio, which tests the amount of net cash flow generated by the assets of the Co-Issuers against the amount of debt service obligations of the Co-Issuers (including any commitment fees and letter of credit fees with respect to the Variable Funding Notes, due and payable accrued interest, and due and payable scheduled principal payments on the Senior Secured Notes), (ii) certain manager termination events, (iii) the occurrence of an event of default and (iv) the failure to repay or refinance the Notes on the anticipated repayment date. If a rapid amortization event were to occur, Icon DE Intermediate Holdings LLC and Icon Brand Holdings LLC would be restricted from declaring or paying distributions on any of its limited liability company interests.

The Company used approximately $150.4 million of the proceeds received from the issuance of the 2012 Senior Secured Notes to repay amounts outstanding under its revolving credit facility (see below) and approximately $20.9 million to pay the costs

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associated with the 2012 Senior Secured Notes financing transaction. In addition approximately $218.3 million of the proceeds from the 2012 Senior Secured Notes were used for the Company’s purchase of the Umbro brand. The Company used approximately $7.2 million of the proceeds received from the issuance of the 2013 Senior Secured Notes to pay the costs associated with the 2013 Senior Secured Notes securitized financing transaction.

In June 2014, the Company sold the “sharperimage.com” domain name and the exclusive right to use the Sharper Image trademark in connection with the operation of a branded website and catalog distribution in specified jurisdictions, in which the Senior Secured Notes had a security interest pursuant to the Indenture. As a result of this permitted disposition, the Company paid an additional $1.6 million in principal in July 2014.

As of September 30, 2015 and December 31, 2014, the total principal balance of the Notes was $828.2 million and $774.0 million, respectively, of which $61.1 million is included in the current portion of long-term debt on the Company’s unaudited condensed consolidated balance sheet. As of September 30, 2015 and December 31, 2014, $51.9 million and $59.6 million, respectively, is included in restricted cash on the unaudited condensed consolidated balance sheet and represents short-term restricted cash consisting of collections on behalf of the Securitized Assets, restricted to the payment of principal, interest and other fees on a quarterly basis under the Senior Secured Notes.

For the Current Quarter and Prior Year Quarter, cash interest expense related to the Notes was approximately $8.9 million and $8.7 million, respectively.  For the Current Nine Months and the Prior Year Nine Months, cash interest expense related to the Notes was approximately $26.0 million and $26.7 million, respectively.

1.50% Convertible Notes

On March 18, 2013, the Company completed the issuance of $400.0 million principal amount of the Company’s 1.50% convertible senior subordinated notes due March 15, 2018 (“1.50% Convertible Notes”) in a private offering to certain institutional investors. The net proceeds received by the Company from the offering, excluding the net cost of hedges and sale of warrants (described below) and including transaction fees, were approximately $390.6 million.

The 1.50% Convertible Notes bear interest at an annual rate of 1.50%, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2013. However, the Company recognizes an effective interest rate of 6.50% on the carrying amount of the 1.50% Convertible Notes. The effective rate is based on the rate for a similar instrument that does not have a conversion feature. The 1.50% Convertible Notes will be convertible into cash and, if applicable, shares of the Company’s common stock based on a conversion rate of 32.4052 shares of the Company’s common stock, subject to customary adjustments, per $1,000 principal amount of the 1.50% Convertible Notes (which is equal to an initial conversion price of approximately $30.86 per share) only under the following circumstances: (1) during any fiscal quarter beginning after December 15, 2017 (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 and including 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 consecutive business day period immediately following any five consecutive trading day period in which the trading price per $1,000 principal amount of the 1.50% 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 1.50% Convertible Notes; (3) if specified distributions to holders of the Company’s common stock are made, as set forth in the indenture governing the 1.50% Convertible Notes (“1.50% Indenture”); (4) if a “change of control” or other “fundamental change,” each as defined in the 1.50% Indenture, occurs; and (5) during the 90 day period prior to maturity of the 1.50% Convertible Notes. If the holders of the 1.50% 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 1.50% 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 1.50% Convertible Notes as a current liability in the following quarter. The evaluation of the classification of amounts outstanding associated with the 1.50% 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 1.50% Convertible Note or (b) the conversion value, determined in the manner set forth in the 1.50% Indenture. If the conversion value exceeds the principal amount of the 1.50% Convertible Notes 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 1.50% Convertible Notes may require the Company to purchase all or a portion of their 1.50% Convertible Notes at a purchase price equal to 100% of the principal amount of the 1.50% Convertible Notes, plus accrued and unpaid interest, if any.  Holders of the 1.50% Convertible Notes who convert their 1.50% Convertible Notes in connection with a fundamental change may be entitled to a make-whole premium in the form of an increase in the conversion rate.

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Pursuant to guidance issued under ASC 815- “Derivatives and Hedging” (“ASC 815”), the 1.50% Convertible Notes are accounted for as convertible debt in the accompanying consolidated balance sheet and the embedded conversion option in the 1.50% Convertible Notes has not been accounted for as a separate derivative. For a discussion of the effects of the 1.50% Convertible Notes and the 1.50% Convertible Notes Hedges and Sold Warrants defined and discussed below on earnings per share, see Note 6.

As of September 30, 2015 and December 31, 2014, the amount of the 1.50% Convertible Notes accounted for as a liability was approximately $353.0 million and $339.9 million, respectively, and is reflected on the consolidated balance sheet as follows:

	September 30, 2015		December 31, 2014
Equity component carrying amount	$	49,931	$	49,931
Unamortized discount		46,967		60,057
Net debt carrying amount		353,032		339,943

For the Current Quarter and Prior Year Quarter, the Company recorded additional non-cash interest expense of approximately $4.6 million and $3.9 million, respectively, representing the difference between the stated interest rate on the 1.50% Convertible Notes and the rate for a similar instrument that does not have a conversion feature.

For the Current Nine Months and Prior Year Nine Months, the Company recorded additional non-cash interest expense of approximately $12.4 million and $11.4 million, respectively, representing the difference between the stated interest rate on the 1.50% Convertible Notes and the rate for a similar instrument that does not have a conversion feature.

For each of the Current Quarter and Prior Year Quarter, cash interest expense relating to the 1.50% Convertible Notes was approximately $1.5 million.

For each of the Current Nine Months and Prior Year Nine Months, cash interest expense relating to the 1.50% Convertible Notes was approximately $4.5 million.

The 1.50% Convertible Notes do not provide for any financial covenants.

On March 18, 2013, the Company used a portion of the proceeds from the 1.50% Convertible Notes to repurchase 2,964,000 shares of its common stock in a private transaction with a third party for $69.0 million. See note 6 for further information on our stock repurchase program.

In connection with the sale of the 1.50% Convertible Notes, the Company entered into hedges for the 1.50% Convertible Notes (“1.50% Convertible Note Hedges”) with respect to its common stock with one entity (the “1.50% Counterparty”). Pursuant to the agreements governing these 1.50% Convertible Note Hedges, the Company purchased call options (the “1.50% Purchased Call Options”) from the 1.50% Counterparty covering up to approximately 13.0 million shares of the Company’s common stock. These 1.50% Convertible Note Hedges are designed to offset the Company’s exposure to potential dilution upon conversion of the 1.50% 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 1.50% Purchased Call Options (which strike price corresponds to the initial conversion price of the 1.50% Convertible Notes and is simultaneously subject to certain customary adjustments). On March 13, 2013, the Company paid an aggregate amount of approximately $84.1 million of the proceeds from the sale of the 1.50% Convertible Notes for the 1.50% Purchased Call Options, of which $29.4 million was included in the balance of deferred income tax assets at March 13, 2013 and is being recognized over the term of the 1.50% Convertible Notes. As of September 30, 2015 and December 31, 2014, the balance of deferred income tax assets related to this transaction was approximately $14.5 million and $18.9 million, respectively.

The Company also entered into separate warrant transactions with the 1.50% Counterparty whereby the Company, pursuant to the agreements governing these warrant transactions, sold to the 1.50% Counterparty warrants (the “1.50% Sold Warrants”) to acquire up to approximately 13.0 million shares of the Company’s common stock at a strike price of $35.5173 per share of the Company’s common stock. The 1.50% Sold Warrants will become exercisable on June 18, 2018 and will expire by September 1, 2018. The Company received aggregate proceeds of approximately $57.7 million from the sale of the 1.50% Sold Warrants on March 13, 2013.

Pursuant to guidance issued under ASC 815 as it relates to accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, the 1.50% Convertible Note Hedge and the proceeds received from the issuance of the 1.50% 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 increase to additional paid-in-capital of $3.0 million in March 2013.

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The Company has evaluated the impact of adopting guidance issued under ASC 815 regarding embedded features as it relates to the 1.50% Sold Warrants, and has determined it had no impact on the Company’s results of operations and financial position through September 30, 2015, and will have no impact on the Company’s results of operations and financial position in future fiscal periods.

As the 1.50% Convertible Note Hedge transactions and the warrant transactions were separate transactions entered into by the Company with the 1.50% Counterparty, they are not part of the terms of the 1.50% Convertible Notes and will not affect the holders’ rights under the 1.50% Convertible Notes. In addition, holders of the 1.50% Convertible Notes will not have any rights with respect to the 1.50% Purchased Call Options or the 1.50% Sold Warrants.

If the market value per share of the Company’s common stock at the time of conversion of the 1.50% Convertible Notes is above the strike price of the 1.50% Purchased Call Options, the 1.50% Purchased Call Options entitle the Company to receive from the 1.50% 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 1.50% Convertible Notes, based on the excess of the then current market price of the Company’s common stock over the strike price of the 1.50% Purchased Call Options. Additionally, if the market price of the Company’s common stock at the time of exercise of the 1.50% Sold Warrants exceeds the strike price of the 1.50% Sold Warrants, the Company will owe the 1.50% Counterparty net shares of the Company’s common stock or cash, not offset by the 1.50% 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 1.50% Sold Warrants.

These transactions will generally have the effect of increasing the conversion price of the 1.50% Convertible Notes to $35.5173 per share of the Company’s common stock, representing a 52.5% percent premium based on the last reported sale price of the Company’s common stock of $23.29 per share on March 12, 2013.

Moreover, in connection with the warrant transactions with the 1.50% Counterparty, to the extent that the price of the Company’s common stock exceeds the strike price of the 1.50% Sold Warrants, the warrant transactions could have a dilutive effect on the Company’s earnings per share.

2.50% Convertible Notes

On May 23, 2011, the Company completed the issuance of $300.0 million principal amount of the Company’s 2.50% convertible senior subordinated notes due June 2016 (“2.50% Convertible Notes”) in a private offering to certain institutional investors. The net proceeds received by the Company from the offering, excluding the net cost of hedges and sale of warrants (described below) and including transaction fees, were approximately $291.6 million. The Company’s current intention is to refinance the 2.50% Convertible Notes.

The 2.50% Convertible Notes bear interest at an annual rate of 2.50%, payable semi-annually in arrears on June 1 and December 1 of each year, beginning December 1, 2011. However, the Company recognizes an effective interest rate of 7.25% on the carrying amount of the 2.50% Convertible Notes. The effective rate is based on the rate for a similar instrument that does not have a conversion feature. The 2.50% Convertible Notes will be convertible into cash and, if applicable, shares of the Company’s common stock based on a conversion rate of 32.5169 shares of the Company’s common stock, subject to customary adjustments, per $1,000 principal amount of the 2.50% Convertible Notes (which is equal to an initial conversion price of approximately $30.75 per share) only under the following circumstances: (1) during any fiscal quarter beginning after June 30, 2011 (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 2.50% 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 2.50% Convertible Notes; (3) if specified distributions to holders of the Company’s common stock are made, as set forth in the indenture governing the 2.50% Convertible Notes (“2.50% Indenture”); (4) if a “change of control” or other “fundamental change,” each as defined in the 2.50% Indenture, occurs; and (5) during the 90 day period prior to maturity of the 2.50% Convertible Notes. If the holders of the 2.50% 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 2.50% 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 2.50% Convertible Notes as a current liability in the following quarter. The evaluation of the classification of amounts outstanding associated with the 2.50% 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 2.50% Convertible Note or (b) the conversion value, determined in the manner set forth in the 2.50% Indenture. If the conversion value exceeds the principal amount of the 2.50% Convertible Notes on the conversion date, the Company will also deliver, at its election,

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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 2.50% Convertible Notes may require the Company to purchase all or a portion of their 2.50% Convertible Notes at a purchase price equal to 100% of the principal amount of the 2.50% Convertible Notes, plus accrued and unpaid interest, if any.  Holders of the 2.50% Convertible Notes who convert their 2.50% Convertible Notes in connection with a fundamental change may be entitled to a make-whole premium in the form of an increase in the conversion rate.

Pursuant to guidance issued under ASC 815, the 2.50% Convertible Notes are accounted for as convertible debt in the accompanying consolidated balance sheet and the embedded conversion option in the 2.50% Convertible Notes has not been accounted for as a separate derivative. For a discussion of the effects of the 2.50% Convertible Notes and the 2.50% Convertible Notes Hedges and Sold Warrants defined and discussed below on earnings per share, see Note 8.

As of September 30, 2015 and December 31, 2014, the amount of the 2.50% Convertible Notes accounted for as a liability was approximately $290.4 million (which is included in current portion of long-term debt) and $280.1 million, respectively, and is reflected on the consolidated balance sheet as follows:

	September 30, 2015		December 31, 2014
Equity component carrying amount	$	35,996	$	35,996
Unamortized discount		9,579		19,896
Net debt carrying amount		290,421		280,104

For the Current Quarter and Prior Year Quarter, the Company recorded additional non-cash interest expense of approximately $3.3 million and $3.1 million, respectively, representing the difference between the stated interest rate on the 2.50% Convertible Notes and the rate for a similar instrument that does not have a conversion feature.

For the Current Nine Months and Prior Year Nine Months, the Company recorded additional non-cash interest expense of approximately $9.4 million and $8.8 million, respectively, representing the difference between the stated interest rate on the 2.50% Convertible Notes and the rate for a similar instrument that does not have a conversion feature.

For each of the Current Quarter and Prior Year Quarter, cash interest expense relating to the 2.50% Convertible Notes was approximately $1.9 million.

For each of the Current Nine Months and Prior Year Nine Months, cash interest expense relating to the 2.50% Convertible Notes was approximately $5.6 million.

The 2.50% Convertible Notes do not provide for any financial covenants.

In connection with the sale of the 2.50% Convertible Notes, the Company entered into hedges for the 2.50% Convertible Notes (“2.50% Convertible Note Hedges”) with respect to its common stock with two entities (the “2.50% Counterparties”). Pursuant to the agreements governing these 2.50% Convertible Note Hedges, the Company purchased call options (the “2.50% Purchased Call Options”) from the 2.50% Counterparties covering up to approximately 9.8 million shares of the Company’s common stock. These 2.50% Convertible Note Hedges are designed to offset the Company’s exposure to potential dilution upon conversion of the 2.50% 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 2.50% Purchased Call Options (which strike price corresponds to the initial conversion price of the 2.50% Convertible Notes and is simultaneously subject to certain customary adjustments). On May 23, 2011, the Company paid an aggregate amount of approximately $58.7 million of the proceeds from the sale of the 2.50% Convertible Notes for the 2.50% Purchased Call Options, of which $20.6 million was included in the balance of deferred income tax assets at May 23, 2011 and is being recognized over the term of the 2.50% Convertible Notes. As of September 30, 2015 and December 31, 2014, the balance of deferred income tax assets related to this transaction was approximately $2.8 million and $5.9 million, respectively.

The Company also entered into separate warrant transactions with the 2.50% Counterparties whereby the Company, pursuant to the agreements governing these warrant transactions, sold to the 2.50% Counterparties warrants (the “2.50% Sold Warrants”) to acquire up to 9.76 million shares of the Company’s common stock at a strike price of $40.6175 per share of the Company’s common stock. The 2.50% Sold Warrants will become exercisable on September 1, 2016 and will expire by the end of 2016. The Company received aggregate proceeds of approximately $28.8 million from the sale of the 2.50% Sold Warrants on May 23, 2011.

Pursuant to guidance issued under ASC 815 as it relates to accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, the 2.50% Convertible Note Hedge and the proceeds received from the issuance of the

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2.50% 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 $9.4 million in May 2011.

The Company has evaluated the impact of adopting guidance issued under ASC 815 regarding embedded features as it relates to the 2.50% Sold Warrants, and has determined it had no impact on the Company’s results of operations and financial position through September 30, 2015, and will have no impact on the Company’s results of operations and financial position in future fiscal periods.

As the 2.50% Convertible Note Hedge transactions and the warrant transactions were separate transactions entered into by the Company with the 2.50% Counterparties, they are not part of the terms of the 2.50% Convertible Notes and will not affect the holders’ rights under the 2.50% Convertible Notes. In addition, holders of the 2.50% Convertible Notes will not have any rights with respect to the 2.50% Purchased Call Options or the 2.50% Sold Warrants.

If the market value per share of the Company’s common stock at the time of conversion of the 2.50% Convertible Notes is above the strike price of the 2.50% Purchased Call Options, the 2.50% Purchased Call Options entitle the Company to receive from the 2.50% 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 2.50% Convertible Notes, based on the excess of the then current market price of the Company’s common stock over the strike price of the 2.50% Purchased Call Options. Additionally, if the market price of the Company’s common stock at the time of exercise of the 2.50% Sold Warrants exceeds the strike price of the 2.50% Sold Warrants, the Company will owe the 2.50% Counterparties net shares of the Company’s common stock or cash, not offset by the 2.50% 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 2.50% Sold Warrants.

These transactions will generally have the effect of increasing the conversion price of the 2.50% Convertible Notes to $40.6175 per share of the Company’s common stock, representing a 75% percent premium based on the last reported sale price of the Company’s common stock of $23.21 per share on May 17, 2011.

Moreover, in connection with the warrant transactions with the 2.50% Counterparties, to the extent that the price of the Company’s common stock exceeds the strike price of the 2.50% Sold Warrants, the warrant transactions could have a dilutive effect on the Company’s earnings per share.

Debt Maturities

As of September 30, 2015, the Company’s debt maturities on a calendar year basis are as follows:

	Total		Oct 1 through December 31, 2015		2016		2017		2018		2019		Thereafter
Senior Secured Notes	$	728,189	$	15,282	$	61,123	$	61,123	$	61,123	$	61,123	$	468,415
1.50% Convertible Notes(1)	$	353,032		—		—		—		353,032				—
2.50% Convertible Notes(2)	$	290,421		—		290,421		—		—		—		—
Variable Funding Notes	$	100,000								100,000
Total	$	1,471,642	$	15,282	$	351,544	$	61,123	$	514,155	$	61,123	$	468,415

⁽¹⁾ Reflects the net debt carrying amount of the 1.50% Convertible Notes in the consolidated balance sheet as of September 30, 2015, in accordance with accounting for convertible notes. The principal amount owed to the holders of the 1.50% Convertible Notes is $400.0 million.

⁽²⁾ Reflects the net debt carrying amount of the 2.50% Convertible Notes in the consolidated balance sheet as of September 30, 2015, in accordance with accounting for convertible notes. The principal amount owed to the holders of the 2.50% Convertible Notes is $300.0 million.

7. Stockholders’ Equity

Stock Repurchase Program

In October 2011, the Company’s Board of Directors authorized a program to repurchase up to $200 million of the Company’s common stock over a period of approximately three years (the “2011 Program”). In February 2013, the Company’s Board of Directors authorized another program to repurchase up to $300 million of the Company’s common stock over a three year period (the “February

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2013 Program”). This program was in addition to the 2011 Program, which was fully expended as of February 27, 2013. In July 2013, the Company’s Board of Directors authorized a program to repurchase up to $300 million of the Company’s common stock over a period of approximately three years (“July 2013 Program”). The July 2013 Program was in addition to the February 2013 Program, which was fully expended on August 15, 2013. In February 2014, the Company’s Board of Directors authorized another program to repurchase up to $500 million of the Company’s common stock over a three year period (the “February 2014 Program” and together with the 2011 Program and the February 2013 Program, the “Repurchase Programs”). The February 2014 Program is in addition to the July 2013 Program.

The following table illustrates the activity under the Repurchase Programs, in the aggregate, for the Current Nine Months, FY 2014, FY 2013, FY 2012 and FY 2011:

	# of shares repurchased as part of stock repurchase programs		Cost of shares repurchased (in 000’s)		Weighted Average Price
Q3 YTD 2015		360,000	$	12,391	$	34.42
FY 2014		4,994,578		193,434		38.73
FY 2013		15,812,566		436,419		27.60
FY 2012		7,185,257		125,341		17.44
FY 2011		1,150,000		19,138		16.64
Total, FY 2011 through September 30, 2015		29,502,401	$	786,723	$	26.67

As of September 30, 2015, $13.3 million and $500.0 million remained available for repurchase under the July 2013 Program and February 2014 Program, respectively.  

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 3.0 million 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.

On August 15, 2012, the Company’s stockholders approved the Company’s Amended and Restated 2009 Plan (“Amended and Restated 2009 Plan”), which, among other items and matters, increased the shares available under the 2009 Plan by an additional 4.0 million shares to a total of 7.0 million shares issuable under the Amended and Restated 2009 Plan and extended the 2009 Plan termination date through August 15, 2022.

Shares Reserved for Issuance

At September 30, 2015, 2,124,475 common shares were reserved for issuance under the Amended and Restated 2009 Plan. At September 30, 2015 there were no common shares available for issuance under any previous Company plan.

Stock Options and Warrants

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.

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

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Summaries of the Company’s stock options, warrants (other than warrants issued related to our 1.50% Convertible Notes and 2.50% Convertible Notes) and performance related options activity, and related information for the Current Nine Months are as follows:

Options	Options			WeightedAverage Exercise Price
Outstanding at January 1, 2015		141,077		$	12.10
Granted		—			—
Canceled		—			—
Exercised		(15,000	)		16.33
Expired/Forfeited		(16,077	)		3.11
Outstanding at September 30, 2015		110,000		$	12.84
Exercisable at September 30, 2015		110,000		$	12.84

Warrants	Warrants		Weighted Average Exercise Price
Outstanding at January 1, 2015		20,000	$	6.65
Granted		—		—
Canceled		—		—
Exercised		—		—
Expired/Forfeited		—		—
Outstanding at September 30, 2015		20,000	$	6.65
Exercisable at September 30, 2015		20,000	$	6.65

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.

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			Weighted Average Grant Date Fair Value
Non-vested, January 1, 2015		2,699,732		$	22.40
Granted		203,229			25.55
Vested		(748,027	)		29.18
Forfeited/Canceled		(77,376	)		34.30
Non-vested, September 30, 2015		2,077,558		$	19.82

The Company has awarded time-based restricted shares of common stock to certain employees. The awards have restriction periods tied to employment and vest over a maximum period of 5 years. The cost of the time-based restricted stock awards, which is the fair market value on the date of grant net of estimated forfeitures, is expensed ratably over the vesting period. The Company has awarded performance-based restricted shares of common stock to certain employees. The awards have restriction periods tied to

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certain performance measures. The cost of the performance-based restricted stock awards, which is the fair market value on the date of grant net of estimated forfeitures, is expensed when the likelihood of those shares being earned is deemed probable.

Compensation expense related to restricted stock grants for the Current Quarter and Prior Year Quarter was approximately $3.9 million and $6.5 million, respectively. Compensation expense related to restricted stock grants for the Current Nine Months and Prior Year Nine Months was approximately $9.8 million and $14.7 million, respectively. An additional amount of $2.6 million of expense related to time-based restricted shares is expected to be expensed evenly over a period of approximately three years. During the Current Nine Months and Prior Year Nine Months, the Company repurchased shares valued at $15.5 million and $13.7 million, respectively, of its common stock in connection with net share settlement of restricted stock grants and option exercises. 

8. Earnings Per Share

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

For the Current Quarter, of the total potentially dilutive shares related to restricted stock-based awards, stock options and warrants, approximately 1.3 million were anti-dilutive, as compared to approximately 0.1 million shares that were anti-dilutive for the Prior Year Quarter. For the Current Nine Months, of the total potentially dilutive shares related to restricted stock-based awards, stock options and warrants, less than 0.1 million were anti-dilutive, as compared to approximately 0.1 million shares that were anti-dilutive for the Prior Year Nine Months.

For the Current Quarter and Prior Year Quarter, approximately 0.2 million and less than 0.1 million, respectively, of the performance related restricted stock-based awards issued in connection with the Company’s named executive officers were anti-dilutive.  For the Current Nine Months and Prior Year Nine Months, less than 0.1 million of the performance related restricted stock-based awards issued in connection with the Company’s named executive officers were anti-dilutive.

For the Current Quarter and Current Nine Months, warrants issued in connection with the Company’s 1.50% Convertible Notes financing and 2.50% Convertible Notes financing were anti-dilutive and therefore were not included in this calculation. For the Prior Year Quarter and Prior Year Nine Months, warrants issued in connection with the Company’s 1.50% Convertible Notes financing and 2.50% Convertible Notes financing were dilutive and therefore were included in this calculation.

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2015		2014		2015		2014
Basic		48,310		47,991		48,238		48,682
Effect of exercise of stock options		—		987		77		1,036
Effect of assuming vesting of performance related to    restricted stock-based awards		—		381				127
Effect of assumed vesting of restricted stock		—		1,387		1,388		1,369
Effect of convertible notes subject to conversion		—		5,753		783		5,411
Effect of convertible notes warrants subject to conversion		—		1,958		—		1,681
Diluted		48,310		58,457		50,486		58,306

For each of the Current Quarter, Prior Year Quarter, Current Nine Months and Prior Year Nine Months, the Company’s redeemable non-controlling interest had no impact on the Company’s earnings per share calculation.

See Note 6 for discussion of hedges related to our convertible notes.

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9. Commitments and Contingencies

Legal Proceedings

Three securities class actions, respectively captioned Lazaro v. Iconix Brand Group, Inc. et al., Docket No. 1:15-cv-04981-PGG, Niksich v. Iconix Brand Group, Inc. et al., Docket No. 1:15-cv-04860-PGG and Haverhill Retirement System v. Iconix Brand Group, Inc. et al Docket No. 1:15 – cv 06658, are pending in the United States District Court for the Southern District of New York against the Company and certain former officers and one current officer (each, a “Class Action” and, together, the “Class Actions”). The plaintiffs in the Class Actions purport to represent a class of purchasers of the Company’s securities from February 20, 2013 to August 7, 2015, inclusive, and claim that the Company and individual defendants violated sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, by making allegedly false and misleading statements regarding certain aspects of the Company’s business operations and prospects. The Company and the individual defendants intend to vigorously defend against the claims.

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.

10. Related Party Transactions

The Candie’s Foundation

The Candie’s Foundation is a charitable foundation founded by Neil Cole, the Company’s former Chairman and Chief Executive Officer, for the purpose of raising national awareness about the consequences of teenage pregnancy. As of September 30, 2015, the Company owed the Candie’s Foundation less than $0.1 million, and as of December 31, 2014, the Candie’s Foundation owed the Company less than $0.1 million. The Company intends to pay-off the entire amount due to the Candie’s Foundation during 2015.

Travel

The Company recorded expenses of $-0- in the Prior Year Quarter and $95 in the Prior Year Nine Months, for the hire and use of aircraft solely for business purposes owned by a company in which the Company’s former chairman, chief executive officer and president was the sole owner. There were no such expenses in the Current Quarter or Current Nine Months. Management believes that all transactions were made on terms and conditions no less favorable than those available in the marketplace from unrelated parties.

Other

The Company incurred advertising expenses with Complex Media, Inc. to promote certain of the Company’s men’s brands.  The Company owns a minority interest in Complex Media as discussed in Note 3.  There were no advertising expenses with Complex Media, Inc. for the Current Quarter as compared to less than $0.1 million in the Prior Year Quarter. There were no advertising expenses with Complex Media for the Current Nine Months as compared to less than $0.1 million in the Prior Nine Months.  There were no related accounts payable as of September 30, 2015 as compared to $0.1 million as of December 31, 2014.  Management believes that all transactions were made on terms and conditions no less favorable than those available in the marketplace from unrelated parties.

During each of the Current Quarter, the Prior Year Quarter, the Current Nine Months and the Prior Year Nine Months, the Company incurred less than $0.1 million in consulting fees in connection with a consulting arrangement entered into with Mark Friedman, a member of the Company’s Board of Directors, relating to the provision by Mr. Friedman of investor relations services.  

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The Company has entered into certain license agreements in which the core licensee is also one of our joint venture partners.  For the Current Quarter, Prior Year Quarter, Current Nine Months and Prior Year Nine Months, the Company recognized the following royalty revenue amounts:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2015		2014		2015		2014
Joint Venture Partner
Global Brands Group Asia Limited(1)	$	1,450	$	1,569	$	4,073	$	4,916
Buffalo International ULC		3,651		2,786		8,474		7,627
Rise Partners, LLC / Top On International Group Limited		524		882		4,967		1,746
M.G.S. Sports Trading Limited		163		224		439		493
Pac Brands USA, Inc.		81		201		392		773
NGO, LLC		202		—		605		—
Albion Equity Partners LLC / GL Damek		568		502		1,895		957
Anthony L&S		545		—		1,455		—
Roc Nation		100		100		300		300
	$	7,284	$	6,264	$	22,600	$	16,812

⁽¹⁾ Global Brands Group Asia Limited also serves as agent to Peanuts Worldwide for the Greater China Territory for Peanuts brands.  For the Current Quarter and Prior Year Quarter, Global Brands Group Asia Limited earned fees of approximately $0.6 million and $0.7 million, respectively, in its capacity as agent to Peanuts Worldwide.  For the Current Nine Months and Prior Year Nine Months, Global Brands Group Asia Limited earned fees of approximately $2.1 million and $2.0 million, respectively, in its capacity as agent to Peanuts Worldwide.

11. Segment and Geographic Data

The Company identifies its operating segments according to how business activities are managed and evaluated. Prior to April 1, 2015, the Company had disclosed one reportable segment: licensing and other revenue. Following such quarter, the Company has reviewed its business activities, how they are managed and evaluated, and determined that it would reflect five distinct reportable operating segments: men’s, women’s, home, entertainment and corporate. Therefore, the Company has disclosed these reportable segments for the periods shown below. Since the Company does not track, manage and analyze its assets by segments, no disclosure of segmented assets is reported.

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

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015 (restated)			2014 (restated)			2015 (restated)			2014 (restated)
Licensing revenue:
Men's	$	23,347		$	24,938		$	73,328		$	76,833
Women's		33,260			31,056			109,391			107,811
Home		9,636			10,760			29,702			32,679
Entertainment		25,089			23,211			72,123			78,158
Corporate		—			—			—			—
	$	91,332		$	89,965		$	284,544		$	295,481
Operating income (loss):
Men's	$	7,771		$	11,738		$	41,892		$	45,448
Women's		24,352			27,354			89,475			98,033
Home		8,140			8,899			24,836			28,065
Entertainment		8,409			8,872			23,964			24,568
Corporate		(20,890	)		(11,086	)		(44,584	)		(23,964	)
	$	27,782		$	45,777		$	135,583		$	172,150
Licensing revenue by category:
Direct-to-retail license	$	36,160		$	35,433		$	123,703		$	125,518
Wholesale licenses		42,492			43,838			125,404			127,353
Other licenses		12,680			10,694			35,437			42,610
Other revenue		—			—			—			—
	$	91,332		$	89,965		$	284,544		$	295,481
Licensing revenue by geographic region:
United States	$	61,182		$	61,962		$	190,837		$	204,480
Japan		7,357			6,565			23,367			23,084
Other(1)		22,793			21,438			70,340			67,917
	$	91,332		$	89,965		$	284,544		$	295,481

⁽¹⁾ No single country represented 10% of the Company’s revenues in the periods presented.

12. Income Taxes

The Company computes its expected annual effective income tax rates in accordance with ASC 740 and makes changes on a quarterly basis as necessary based on certain factors such as changes in forecasted annual pre-tax income; changes to actual or forecasted permanent book to tax differences; impacts from future tax audits with state, federal or foreign tax authorities; impacts from tax law changes; or change in judgment as to the realizability of deferred tax assets. The Company identifies items which are not normal and are non-recurring in nature and treats these as discrete events. The tax effect of discrete items is recorded in the quarter in which the discrete events occur. Due to the volatility of these factors, the Company's consolidated effective income tax rate can change significantly on a quarterly basis.

The Company conducts business globally and, as a result, the Company or one or more of its subsidiaries files income tax returns in the U.S., various state and local, and foreign jurisdictions. The Company, joined by its domestic subsidiaries, files a consolidated income tax return for Federal income tax purposes.  In the normal course of business, the Company is subject to examination in such domestic and foreign jurisdictions.  The Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense.  There was no interest expense related to uncertain tax positions recognized during the Current Nine Months or the Prior Year Nine Months.

The Company’s consolidated effective tax rate was 117.9% and 35.1% for the Current Quarter and Prior Year Quarter, respectively. The Company’s consolidated effective tax rate was 34.1% and 30.9% for the Current Nine Months and Prior Year Nine Months, respectively.  

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Management believes that an adequate provision has been made for any adjustments that may result from tax examinations; however, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company's tax audits are resolved in a manner not consistent with management's expectations, the Company could be required to adjust its provision for income tax in the period such resolution occurs.

13. Other Assets- Current and Long-Term

Other Assets – Current

	September 30, 2015 (restated)		December 31, 2014
Other assets- current consisted of the following:
Notes receivables on sale of trademarks(2)	$	3,337	$	2,981
Note receivable in connection with Strawberry Shortcake    acquisition(1)		5,000		—
Due from AG (see Note 3)		3,397		—
Prepaid advertising		2,405		4,763
Prepaid expenses		1,445		853
Short-term receivable- Beagle note receivable (see Note 3)		—		2,085
Deferred charges		4,045		1,271
Prepaid taxes		5,943		26,468
Prepaid insurance		142		439
Due from related parties		3,599		3,450
Other current assets		10,244		1,778
	$	39,557	$	44,088

⁽¹⁾ The Note receivable in connection with Strawberry Shortcake acquisition represents amounts due from AG in respect of non-compete payments pursuant to a License Agreement entered into with AG simultaneously with the closing of the transaction.

⁽²⁾ Certain amounts due from our joint venture partners are presented net of redeemable non-controlling interest and non-controlling interest in the condensed consolidated balance sheet. Refer to Note 3 for further details.

Other Assets – Long Term

	September 30,		December 31,
	2015 (restated)		2014
Other noncurrent assets consisted of the following:
Due from ABC	$	12,718	$	14,644
Notes receivable on sale of trademarks(2)		3,914		8,531
Note receivable in connection with Strawberry Shortcake    acquisition(1)		2,217		—
Prepaid Interest		8,716		9,265
Deposits		621		633
Other noncurrent assets		4,487		18,792
	$	32,673	$	51,865

⁽¹⁾ The Note receivable in connection with Strawberry Shortcake acquisition represents amounts due from AG in respect of non-compete payments pursuant to a License Agreement entered into with AG simultaneously with the closing of the transaction.

⁽²⁾ Certain amounts due from our joint venture partners are presented net of redeemable non-controlling interest and non-controlling interest in the condensed consolidated balance sheet.  Refer to Note 3 for further details.

14. Other Liabilities – Current

As of September 30, 2015 and December 31, 2014, other current liabilities include amounts due to related parties of $1.7 million and $2.4 million, respectively, and amounts due to Purim related to the MG Icon acquisition of $2.0 million and $4.0 million, respectively. See Note 3 for further details of this transaction.

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15. Foreign Currency Translation

The functional currency of Iconix Luxembourg and Red Diamond Holdings which are wholly owned subsidiaries of the Company, located in Luxembourg, is the Euro.  However the companies have certain dollar denominated assets, in particular cash and notes receivable, that are maintained in U.S. Dollars, which are required to be revalued each quarter. Due to fluctuations in currency in the Current Quarter and Current Nine Months, the Company recorded a $1.1 million currency translation loss and a $7.7 million currency translation gain, respectively, as compared to the Prior Year Quarter and Prior Year Nine Months, the Company recorded a $0.2 million currency translation loss and a $0.6 million currency translation loss, respectively, of which all are included in the unaudited condensed consolidated statement of operations.

Comprehensive income includes certain gains and losses that, under U.S. GAAP, are excluded from net income as such amounts are recorded directly as an adjustment to stockholders’ equity. Our comprehensive income is primarily comprised of net income and foreign currency translation gain or loss. During the Current Quarter and Current Nine Months, we recognized as a component of our comprehensive income, a foreign currency translation gain of $4.1 million and foreign currency translation loss of $26.6 million, respectively, due to changes in foreign exchange rates during the Current Quarter and Current Nine Months. During the Prior Year Quarter and Prior Year Nine Months, we recognized as a component of our comprehensive income, a foreign currency translation loss of $24.9 million and $28.3 million, respectively, due to changes in foreign exchange rates during the Prior Year Quarter and Prior Year Nine Months.

16. Accounting Pronouncements

Recent Accounting Pronouncements

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, which simplifies the accounting under ASC Topic 805 for adjustments made during the measurement period to provisional amounts recognized in a business combination. The amendments in this update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined.  The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.  In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.  This ASU is effective for annual and interim periods beginning after December 15, 2015. Early adoption is allowed for all entities for financial statements that have not been previously issued. The Company will adopt the new standard effective January 1, 2016.

In April 2015, the FASB issued ASU No. 2015-03, which changes the presentation of debt issuance costs in financial statements. Under this ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The standards’ core principle is debt issuance costs related to a note shall be reported in the balance sheet as a direct deduction from the face amount of that note and that amortization of debt issuance costs also shall be reported as interest expense. This ASU is effective for annual and interim periods beginning after December 15, 2015. Early adoption is allowed for all entities for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period is adjusted). The Company will adopt the new standard effective January 1, 2016.

In April 2015, the FASB issued ASU No. 2015-05, Customers' Accounting for Fees Paid in a Cloud Computing Arrangement ("ASU 2015-05"). ASU 2015-05 will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance as to whether an arrangement includes the sale or license of software. ASU 2015-05 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. We are currently evaluating the impact of adopting this guidance.

In May 2014, FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted as of the original effective date of December 15, 2016 in ASU 2014-09. Companies will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. We are currently evaluating the impact of adopting this guidance.

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In April 2014, the FASB issued ASU No. 2014-08 (“ASU 2014-08”) “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This ASU was effective for annual periods beginning on or after December 15, 2014. Early adoption was permitted but only for disposals that were not reported in financial statements previously issued. The Company adopted ASU 2014-08 on January 1, 2015, and it had no impact on the unaudited condensed consolidated financial statements.

17. Other Matters

The Company is currently in a comment letter process with the Staff of the Securities and Exchange Commission relating to an ongoing periodic review of the Company's Form 10-K for the year ended December 31, 2014. The current correspondence relates to the accounting treatment for the formation of the Company's international joint ventures under U.S. Generally Accepted Accounting Principles and whether such joint ventures should potentially have been consolidated in the Company's historical results. The Company's Board of Directors also formed a Special Committee consisting of independent directors to review the accounting treatment related to certain of the Company's international joint venture and other transactions.  The Special Committee has completed its review as of the date of this Form 10-Q.  See Note 18 for further information on the result of the Special Committee’s review.

On August 5, 2015, Mr. Cole resigned as the Company’s Chairman of the Board, President, Chief Executive Officer and as a director of the Company effective immediately. Upon Mr. Cole’s resignation, Mr. F. Peter Cuneo, a member of the Company’s Board of Directors, was appointed the Company’s Chairman of the Board and Interim Chief Executive Officer. Under the terms of a binding term sheet with Mr. Cole, the Company recognized a one-time pre-tax charge of approximately $4.6 million in the Current Quarter.  Under the terms of Mr. Cuneo’s agreement as Interim Chief Executive Officer, the Company recognized a one-time pre-tax charge of approximately $1.2 million in the Current Quarter.  

As a result of a comprehensive review of the Company’s license agreements and relationships with its licensees and based on current business conditions, the Company increased its provision for doubtful accounts and wrote off uncollectible accounts, which in the aggregate amounted to bad debt expense of approximately $12.2 million, which is included in the Company’s selling, general and administrative expenses for the Current Quarter.

During the Current Quarter and Current Nine Months, the Company included in its selling, general and administrative expenses approximately $4.1 million and $6.5 million, respectively, of charges for professional fees associated with the continuing correspondence with the Staff of the SEC, the Special Committee’s review, and severance costs related to the transition of the Company’s management (which excludes the $4.6 million noted above under the terms of a binding term sheet with Mr. Cole.)

During the Company’s preparation of its 2014 Federal tax return it was determined that an adjustment of approximately $3.8 million was necessary, which is included in the provision for income taxes for the Current Quarter.  

18. Restatement

SEC Comment Letter Process

As previously disclosed, the Company has been engaged in a comment letter process with the Staff of the SEC relating to an ongoing review of the Company’s Form 10-K for the year ended December 31, 2014.  The Company has responded to the Staff with a Confirming Letter on all of the questions the Staff has raised, and remains in a dialogue with the SEC Staff relating to those and certain other comments related to the Company’s future disclosures.  As a result of the comment letter process, the Company’s management team, Audit Committee and the Board have reviewed the Company’s financial statements and assessed the accounting treatment applied by the Company to its joint ventures and other sales of intellectual property.  

Based on this review and assessment, the Board, the Audit Committee and the Company’s management team, on February 11, 2016, concluded that the Company would restate its historical financial statements (the “Restatement”) to address the following accounting matters: (i) consolidate the financial statements of the Iconix Canada, Iconix Israel, Iconix Southeast Asia, Iconix MENA and LC Partners US joint ventures with the Company’s financial statements, and eliminate the previously reported gains on sale which were recorded at the time these transactions were consummated (including subsequent June 2014 and September 2014 transactions with respect to Iconix Southeast Asia), (ii) record the recalculated cost basis of the trademarks contributed to certain joint ventures which are recorded under the equity method of accounting at the time of consummation of the transactions (which also affected years prior to FY 2013 and is effectuated in the consolidated balance sheets contained herein), (iii) record the recalculated cost basis of the Umbro brand in the territory of Korea (which closed in December 2013) and the e-commerce and U.S. catalog rights in respect of the Sharper Image brand (which closed in June 2014) to determine the amount of the gain that should have been recorded at the time of

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the sale, (iv) reclassify the presentation of its statement of operations to reflect gains on sales of trademarks (to joint ventures or third parties) as a separate line item above the Operating Income line, and not as revenue as historically reflected, and (v) reclassify the Equity Earnings on Joint Ventures line to above the Operating Income line, from its previous location within the Other Expenses section.

In conjunction with the Company’s consolidation of the joint ventures noted above, the Company also adjusted its historical financial statements to properly reflect the consideration from joint venture partners (“the redemption value”) as redeemable non-controlling interest for the Iconix Southeast Asia, Iconix MENA and LC Partners US joint ventures as of the date of the formation of the joint venture.  For each reporting period subsequent to the formation of the joint venture, the Company will accrete the change in redemption value up to the date that the joint venture partner has the right to redeem its respective put option.  Additionally, in accordance with the applicable accounting guidance, the notes receivable, net of discount, received from our joint venture partners as part of the consideration related to the formation of consolidated joint ventures will be netted against non-controlling interest or redeemable non-controlling interest, as applicable.

Other.

In addition, through the Company’s review of various historical transactions, management determined that it would record adjustments to reflect the following: (i) the reduction of revenue and remeasurement gains associated with certain transactions whereby the Company was not able to establish the fair value of the purchase transaction and subsequent guaranteed minimum royalties.  Such adjustments reduced revenue by approximately $10 million, $14 million, $12 million and $6 million in 2015, 2014, 2013 and 2011, respectively, and reduced 2011 remeasurement gains by approximately $4 million, (ii) record a liability of $5.3 million for a royalty credit earned by a specific licensee in fiscal years 2006 through 2008 that will be utilized in fiscal years 2016 through 2020.

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The impact of all of the changes described above on the Company’s previously reported consolidated financial statements for the years ended December 31, 2013 and December 31, 2014 were reflected in the financial statements included in the Company’s most recently filed Form 10-K.  The impact of these changes on the Company’s previously reported financial statements for the three months and nine months ended September 30, 2015 are identified in the table below:

	As of September 30, 2015
	As Previously Reported			Adjustments				As Restated
Assets
Current Assets:
Cash and cash equivalents	$	136,367		$	353			$	136,720
Restricted cash		51,911			—				51,911
Accounts receivable, net		109,090			(4,262	)			104,828
Deferred income tax assets		20,383			—				20,383
Other assets – current(1)		51,270			(11,713	)			39,557
Total Current Assets		369,021			(15,622	)			353,399
Property and equipment:
Furniture, fixtures and equipment		23,749			—				23,749
Less: Accumulated depreciation		(16,248	)		—				(16,248	)
		7,501			—				7,501
Other Assets:
Other assets		48,466			(15,793	)			32,673
Trademarks and other intangibles, net(1)		2,184,532			(78,904	)			2,105,628
Deferred financing costs, net		16,188			—				16,188
Investments and joint ventures(1)		179,773			(34,308	)			145,465
Goodwill(1)		238,220			55,629				293,849
		2,667,179			(73,376	)			2,593,803
Total Assets	$	3,043,701		$	(88,998	)		$	2,954,703
Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	43,926		$	68			$	43,994
Deferred revenue		26,945			590				27,535
Current portion of long-term debt		351,544			—				351,544
Other liabilities – current		13,884			(10,157	)			3,727
Total current liabilities		436,299			(9,499	)			426,800
Deferred income tax liability		362,100			(20,014	)			342,086
Long-term debt, less current maturities		1,120,098			—				1,120,098
Other liabilities		10,424			5,265				15,689
Total Liabilities	$	1,928,921		$	(24,248	)		$	1,904,673
Redeemable Non-Controlling Interests, net of installment payments due from    non-controlling interest holders		14,761			37,762				52,523
Commitments and contingencies
Stockholders’ Equity:
Common stock		80			—				80
Additional paid-in capital		974,797			(7,256	)			967,541
Retained earnings		877,655			(93,888	)	.		783,767
Accumulated other comprehensive loss		(50,953	)		(443	)			(51,396	)
Less: Treasury stock		(837,424	)		—				(837,424	)
Total Iconix Brand Group, Inc. Stockholders’ Equity		964,155			(101,587	)			862,568
Non-controlling interests, net of installment payments due from non-    controlling interest holders		135,864			(925	)			134,939
Total Stockholders’ Equity	$	1,100,019		$	(102,512	)		$	997,507
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity	$	3,043,701		$	(88,998	)		$	2,954,703

⁽¹⁾ Included in the adjustment amounts for goodwill, trademarks and other intangibles, net, investments and joint ventures, other assets – current, and accumulated other comprehensive loss are adjustments of approximately $54.5 million, $(50.8) million, $(4.7) million, $0.1 million and $0.9 milllion, respectively, which were not part of the restatement but are to reflect the final purchase price allocation (which was completed in the fourth quarter of 2015) for the buy-out of the remaining 50% interest in Iconix China as well as the acquisitions of Strawberry Shortcake and PONY and the temporary mark-to-market adjustment associated with the available-for-sale securities acquired as part of the buy-out of the remaining 50% interest in Iconix China.  Refer to Note 2 and Note 3 for further details.

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	Three Months Ended September 30, 2015									Nine Months Ended September 30, 2015
	As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments			As Restated
Licensing revenue	$	88,935		$	2,397		$	91,332		$	278,955		$	5,589		$	284,544
Total revenue		88,935			2,397			91,332			278,955			5,589			284,544
Selling, general and administrative expenses		65,760			(1,860	)		63,900			153,626			(1,665	)		151,961
Equity earnings on joint ventures(2)		—			(350	)		(350	)		—			(3,000	)		(3,000	)
Operating income		23,175			4,607			27,782			125,329			10,254			135,583
Other expenses (income) - net(2)		20,475			1,986			22,461			(2,069	)		5,523			3,454
Income before taxes		2,700			2,621			5,321			127,398			4,731			132,129
Provision for income taxes		5,673			602			6,275			44,232			851			45,083
Net income (loss)		(2,973	)		2,019			(954	)		83,166			3,880			87,046
Less: Net income attributable to non-    controlling interest		3,367			1,066			4,433			11,037			2,298			13,335
Net income (loss) attributable to Iconix    Brand Group, Inc.	$	(6,340	)	$	953		$	(5,387	)	$	72,129		$	1,582		$	73,711
Earnings (loss) per share:
Basic	$	(0.13	)	$	0.02		$	(0.11	)	$	1.50		$	0.03		$	1.53
Diluted	$	(0.13	)	$	0.02		$	(0.11	)	$	1.43		$	0.03		$	1.46
Comprehensive income	$	1,077		$	1,072		$	2,149		$	56,399		$	3,437		$	59,836
Comprehensive income (loss) attributable to    Iconix Brand Group, Inc.	$	(2,290	)	$	6		$	(2,284	)	$	45,362		$	1,139		$	46,501
	Three Months Ended September 30, 2014									Nine Months Ended September 30, 2014
	As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments			As Restated
Licensing revenue	$	91,612		$	(1,647	)	$	89,965		$	299,334		$	(3,853	)	$	295,481
Other revenue(1)		18,680			(18,680	)		—			38,690			(38,690	)		—
Total revenue		110,292			(20,327	)		89,965			338,024			(42,543	)		295,481
Selling, general and administrative expenses		46,878			(51	)		46,827			138,497			(84	)		138,413
Gains on sale of trademarks(1)		—			—			—			—			(6,399	)		(6,399	)
Equity earnings on joint ventures(2)		—			(2,639	)		(2,639	)		—			(8,683	)		(8,683	)
Operating income		63,414			(17,637	)		45,777			199,527			(27,377	)		172,150
Other expenses - net(2)		16,441			4,087			20,528			11,071			21,637			32,708
Income before taxes		46,973			(21,724	)		25,249			188,456			(49,014	)		139,442
Provision for income taxes		9,856			(989	)		8,867			53,922			(10,844	)		43,078
Net income		37,117			(20,735	)		16,382			134,534			(38,170	)		96,364
Less: Net income attributable to non-    controlling interest		3,433			94			3,527			9,970			195			10,165
Net income attributable to Iconix    Brand Group, Inc.	$	33,684		$	(20,829	)	$	12,855		$	124,564		$	(38,365	)	$	86,199
Earnings per share:
Basic	$	0.70		$	(0.43	)	$	0.27		$	2.56		$	(0.79	)	$	1.77
Diluted	$	0.58		$	(0.36	)	$	0.22		$	2.14		$	(0.66	)	$	1.48
Comprehensive income (loss)	$	10,643		$	(19,166	)	$	(8,523	)	$	105,440		$	(37,424	)	$	68,016
Comprehensive income (loss) attributable to    Iconix Brand Group, Inc.	$	7,210		$	(19,260	)	$	(12,050	)	$	95,470		$	(37,619	)	$	57,851

⁽¹⁾ Gains on sale of trademarks was previously reported as other revenue.  Many of the gains recorded upon formation of certain joint ventures were reversed as a result of consolidation.  The gains that were not impacted by consolidation, and therefore not reversed, have been reclassified and are being presented as a separate line item above operating income.

⁽²⁾ Equity earnings on joint ventures was previously reported within other expenses – net and has been reclassified and is being presented as a component of operating income.

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

Executive Summary. Iconix Brand Group is a brand management company and owner of a diversified portfolio of over 35 global consumer brands across women’s, men’s, entertainment and home brands. The Company’s business strategy is to maximize the value of its brands primarily through strategic licenses and joint venture partnerships around the world, as well as to grow the portfolio of brands through strategic acquisitions.

As of September 30, 2015, the Company’s brand portfolio includes Candie’s ^®, Bongo ^®, Badgley Mischka ^®, Joe Boxer  ^® , Rampage  ^® , Mudd  ^® , London Fog  ^® , Mossimo  ^® , Ocean Pacific/OP  ^® , Danskin /Danskin Now ^® , Rocawear  ^®  /Roc Nation  ^® , Artful Dodger  ^® , Cannon  ^® , Royal Velvet  ^® , Fieldcrest  ^® , Charisma  ^® , Starter  ^® , Waverly  ^® , Ecko Unltd  ^®  /Mark Ecko Cut & Sew ^® , Zoo York  ^® , Sharper Image  ^® , Umbro  ^®  , Lee Cooper  ^®  and Strawberry Shortcake  ^® ; and an equity interest in Material Girl  ^® , Peanuts  ^® , Ed Hardy  ^® , Truth or Dare  ^® , Billionaire Boys Club  ^® , Ice Cream  ^® , Modern Amusement  ^® , Buffalo  ^® , Nick Graham  ^® , Hydraulic ^®  and Pony ^® .

The Company looks to monetize the intellectual property (herein referred to as “IP”) related to its brands throughout the world and in all relevant categories by licensing directly with leading retailers (herein referred to as “direct to retail”), through a consortia of wholesale licensees, through joint ventures in specific territories and through other activity such as corporate sponsorships and content as well as the sale of IP for specific categories or territories. Products bearing the Company’s brands are sold across a variety of distribution channels from the mass tier to the luxury market and, in the case of the Peanuts and Strawberry Shortcake brands, through various media outlets, including television, movies, digital and mobile content. The licensees are responsible for designing, manufacturing and distributing the licensed products. The Company supports its brands with advertising and promotional campaigns designed to increase brand awareness. Additionally, the Company provides its licensees with coordinated trend direction to enhance product appeal and help build and maintain brand integrity.

Licensees are selected based upon the Company’s belief that such licensees 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 for each brand. This licensing strategy is designed to permit the Company to operate its licensing business, leverage its core competencies of marketing and brand management with minimal working capital, and without inventory, production or distribution costs or risks and maintain high margins. The vast majority of the Company’s licensing agreements include minimum guaranteed royalty revenue which provides the Company with greater visibility into future cash flows.

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

The Company also plans to continue to build and maintain its brand portfolio by acquiring additional brands directly or through joint ventures. 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 effectively screen a wide pool of consumer brand candidates and other asset light businesses, strategically evaluate acquisition targets and complete due diligence for potential acquisitions efficiently.

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The Company identifies its operating segments according to how business activities are managed and evaluated. Prior to April 1, 2015, the Company had disclosed one reportable segment: licensing and other revenue. Subsequently, the Company has reviewed its business activities, how they are managed and evaluated, and determined that it would, going forward, reflect five distinct reportable operating segments: men’s, women’s, home, entertainment and corporate. Therefore, the Company has disclosed these reportable segments for the periods shown below.

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015 (restated)			2014 (restated)			2015 (restated)			2014 (restated)
Licensing revenue:
Men's	$	23,347		$	24,938		$	73,328		$	76,833
Women's		33,260			31,056			109,391			107,811
Home		9,636			10,760			29,702			32,679
Entertainment		25,089			23,211			72,123			78,158
Corporate		—			—			—			—
	$	91,332		$	89,965		$	284,544		$	295,481
Operating income (loss):
Men's	$	7,771		$	11,738		$	41,892		$	45,448
Women's		24,352			27,354			89,475			98,033
Home		8,140			8,899			24,836			28,065
Entertainment		8,409			8,872			23,964			24,568
Corporate		(20,890	)		(11,086	)		(44,584	)		(23,964	)
	$	27,782		$	45,777		$	135,583		$	172,150

Results of Operations

Current Quarter compared to Prior Year Quarter

Licensing Revenue. Total licensing revenue for the Current Quarter was $91.3 million, a 2% increase as compared to $90.0 million for the Prior Year Quarter. Total licensing revenue was negatively impacted by approximately $2.8 million due to foreign exchange rates. The entertainment segment increased 8% from $23.2 million in the Prior Year Quarter to $25.1 million in the Current Quarter mainly driven by our acquisition of the Strawberry Shortcake brand. The women’s segment increased 7% from $31.1 million in the Prior Year Quarter to $33.3 million in the Current Quarter due to strong performance across major direct-to-retail programs including Mossimo at Target, Mudd and Candie’s at Kohls and Danskin Now at Walmart. The men’s segment decreased 6% from $24.9 million in the Prior Year Quarter to $23.3 million in the Current Quarter mainly due to weakness in our Rocawear and Ecko brands. The home segment decreased 10% from $10.8 million in the Prior Year Quarter to $9.6 million in the Current Quarter mainly due to a decrease in licensing revenue from our Sharper Image brand.

Operating Expenses. Total selling, general and administrative expenses (“SG&A”) was $63.9 million for the Current Quarter as compared to $46.8 million for the Prior Year Quarter, an increase of $17.1 million. SG&A in the entertainment segment increased 16% from $14.3 million in the Prior Year Quarter to $16.7 million in the Current Quarter which was mainly due to increased agent and talent expenses from the Peanuts brand as a result of higher revenues as well as agent expenses related to revenue from our Strawberry Shortcake brand, for which there is no comparable revenue in the Prior Year Quarter. SG&A from the women’s segment increased 35% from $6.0 million in the Prior Year Quarter to $8.1 million in the Current Quarter mainly due to a $1.4 million increase in accounts receivables reserves and write-offs related to a comprehensive review of the Company’s license agreements and relationships with its licensees. SG&A from the men’s segment increased 17% from $13.8 million in the Prior Year Quarter to $16.2 million in the Current Quarter primarily due to a $6.1 million increase in accounts receivables reserves and write-offs related to a comprehensive review of the Company’s license agreements and relationships with its licensees slightly offset by a decrease in compensation costs. SG&A from the home segment decreased 20% from $1.9 million in the Prior Year Quarter to $1.5 million in the Current Quarter mainly due to decreased compensation and travel costs. Corporate SG&A increased 98% from $10.8 million to $21.4 million primarily due to $7.1 million of charges for professional fees associated with the continuing correspondence with the Staff of the U.S. Securities and Exchange Commission, the Special Committee’s review and severance costs related to the transition of Iconix management (See Note 16 of Notes to Unaudited Condensed Consolidated Financial Statements).  

Equity Earnings on Joint Ventures. Equity Earnings on Joint Ventures was $0.4 million in income in the Current Quarter, as compared to $2.6 million in income from the Prior Year Quarter. The decrease was due to a decrease of $3.1 million in income from our MG Icon joint venture slightly offset by an increase of $0.8 million in our equity interests in Iconix China.  

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Operating Income. Total operating income for the Current Quarter decreased to $27.8 million, or approximately 30% of total revenue, compared to approximately $45.8 million or approximately 51% of total revenue in the Prior Year Quarter. Operating income from the entertainment segment was $8.4 million in the Current Quarter compared to $8.9 million in the Prior Year Quarter. Operating income from the women’s segment was $24.4 million in the Current Quarter compared to $27.4 million in the Prior Year Quarter. Operating income from the men’s operating segment was $7.8 million in the Current Quarter compared to $11.7 million in the Prior Year Quarter. Operating income from the home segment was $8.1 million in the Current Quarter compared to $8.9 million in the Prior Year Quarter. Corporate operating loss was $20.9 million in the Current Quarter compared to $11.1 million in the Prior Year Quarter.

Other Expenses-Net. Other expenses- net were approximately $22.5 million for the Current Quarter as compared to $20.5 million for the Prior Year Quarter, an increase of $1.9 million. The increase in other expenses-net was primarily related to a $0.8 million foreign currency translation loss, in the Current Quarter as compared to the Prior Year Quarter and a $1.1 million increase in interest expense.

Provision for Income Taxes. The effective income tax rate for the Current Quarter is approximately 117.9% resulting in a $6.3 million income tax expense, as compared to an effective income tax rate of 35.1% in the Prior Year Quarter which resulted in the $8.9 million income tax expense. The increase in our effective tax rate primarily relates to a charge of approximately $3.8 million related to the preparation of our 2014 federal tax return.

Net Income. Our net loss was approximately $1.0 million in the Current Quarter, compared to net income of approximately $16.4 million in the Prior Year Quarter, as a result of the factors discussed above.

Current Nine Months compared to Prior Year Nine Months

Licensing Revenue. Total licensing revenue for the Current Nine Months totaled $284.5 million, a 4% decrease as compared to $295.5 million for the Prior Year Nine Months. Total licensing revenue was negatively impacted by approximately $8.8 million due to foreign exchange rates. In addition, total licensing revenue in the 2014 period included $17.1 million of revenue related to the 5-year renewal of the Peanuts specials with ABC for which there is no comparable revenue in the Current Nine Months. After excluding the effect of foreign exchange rates and revenue related to the ABC renewal in the Prior Year Nine Months, licensing revenue increased approximately 5%. Licensing revenue from the entertainment segment decreased 8% from $78.2 million in the Prior Year Nine Months to $72.1 million in the Current Nine Months mainly due to a decrease in our Peanuts revenue related to the renewal of Peanuts specials with ABC, which was $17.1 million in the Prior Year Nine Months for which there was no comparable revenue in the Current Nine Months, partially offset by additional revenue in the Current Nine Months from our recently completed purchase of the Strawberry Shortcake brand. Licensing revenue from the women’s segment increased 1% from $107.8 million in the Prior Year Nine Months to $109.4 million in the Current Nine Months mainly due to an increase in our Buffalo brand. Licensing revenue from the men’s segment decreased 5% from $76.8 million in the Prior Year Nine Months to $73.3 million in the Current Nine Months mainly due to general weakness in revenue from our Ecko brand. Licensing revenue from the home segment decreased 9% from $32.7 million in the Prior Year Nine Months to $29.7 million in the Current Nine Months mainly due to a decrease in our Sharper Image brand partially related to the sale of the “sharperimage.com” domain name and certain categories under the Sharper Image trademark in June 2014.

Operating Expenses. Total SG&A totaled $152.0 million for the Current Nine Months compared to $138.4 million for the Prior Year Nine Months, an increase of $13.5 million. SG&A in the entertainment segment decreased 10% from $53.6 million in the Prior Year Nine Months to $48.2 million in the Current Nine Months which was mainly due to talent expenses related to the Peanuts specials with ABC in the Prior Year Nine Months. SG&A in the women’s segment increased 19% from $17.3 million in the Prior Nine Months to $20.5 million in the Current Nine Months mainly due to a $2.7 million increase in accounts receivables reserves and write-offs related to a comprehensive review of the Company’s license agreements and relationships with its licensees. SG&A in the men’s segment increased 1% from $33.0 million in the Prior Nine Months to $33.3 million in the Current Nine Months mainly due to a $5.7 million increase in accounts receivables reserves and write-offs related to a comprehensive review of the Company’s license agreements and relationships with its licensees, as well as a $1.8 million increase in advertising costs for the Umbro brand, all of which was partially offset by a $5.7 million decrease in compensation costs and $1.1 million of lower amortizations costs primarily related to the Umbro and Ecko acquired license agreements. SG&A in the home segment increased 1% from $4.9 million in the Prior Year Nine Months to $5.0 million in the Current Nine Months mainly due to increased advertising for the Royal Velvet brand slightly offset by a decrease in compensation costs and professional fees. Corporate expenses increased 52% from $29.6 million in the Prior Year Nine Months to $45.0 million in the Current Nine Months mainly due to $9.5 million of charges for professional fees associated with the continuing correspondence with the Staff of the U.S. Securities and Exchange Commission, the Special Committee’s review and severance costs related to the transition of Iconix management.

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Gain on sale of trademarks.There were no gains on sales of trademarks for the Current Nine Months as compared to a $6.4 million gain for the Prior Year Nine Months, as a result of the sale of the “sharperimage.com” domain name and certain categories under the Sharper Image trademark.  

Equity Earnings on Joint Ventures. Equity Earnings on Joint Ventures was $3.0 million in income in the Current Nine Months, as compared to $8.7 million in income from the Prior Year Nine Months. The decrease was primarily driven by a decrease of $6.6 million in income from our MG Icon joint venture slightly offset by an increase of $1.0 million in our equity interests in Iconix China.

Operating Income. Total operating income for the Current Nine Months decreased to $135.6 million, or approximately 48% of total revenue, compared to $172.2 million or approximately 58% of total revenue in the Prior Year Nine Months. Operating income from the entertainment segment was $24.0 million in the Current Nine Months compared to $24.6 million in the Prior Year Nine Months. Operating income from the women’s segment was $89.5 in the Current Nine Months compared to $98.0 million in the Prior Year Nine Months. Operating income from the men’s operating segment was $41.9 million in the Current Nine Months compared to $45.4 million in the Prior Year Nine Months. Operating income from the home segment was $24.8 million in the Current Nine Months compared to $28.1 million in the Prior Year Nine Months. Corporate operating loss was $44.6 million in the Current Nine Months compared to $24.0 million in the Prior Year Nine Months.

Other Expense (Income) – Net. Other expenses – net was approximately $3.5 million in the Current Nine Months as compared to $32.7 million in the Prior Year Nine Months. The decrease of $29.3 million was mainly due to (i) $50.0 million related to the non-cash gain on the fair value re-measurement of our original 50% interest in Iconix China compared to the Prior Year Nine Months which included a $34.7 million non-cash gain related to the fair value re-measurement of our original 50% interest in Iconix Latin America offset by a $5.9 million non-cash loss related to the fair value re-measurement of our original 50% interest in Iconix Europe and (ii) $7.7 million in foreign currency translation gain in the Current Nine Months as compared to a $0.6 million foreign currency translation loss in the Prior Year Nine Months.

Provision for Income Taxes. The effective income tax rate for the Current Nine Months is approximately 34.1% resulting in a $45.1 million income tax expense, as compared to an effective income tax rate of 30.9% in the Prior Year Nine Months which resulted in the $43.1 million income tax expense. The increase in our effective tax rate primarily relates to a charge of approximately $3.8 million related to the preparation of our 2014 federal tax return.

Net Income. Our net income was approximately $87.0 million in the Current Nine Months, compared to net income of approximately $96.4 million in the Prior Year Nine Months, 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, share repurchases 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 September 30, 2015 and December 31, 2014, our cash totaled $136.7 million and $128.0 million, respectively, not including short-term restricted cash of $51.9 million and $59.6 million, respectively, which primarily consists of cash and cash equivalent deposits, held in accounts primarily for debt service.

We believe that cash from future operations, our currently available cash and capacity for additional financings under our Senior Secured Notes facility (to the extent available), as well as our intended refinancing of the 2.50% convertible notes will be sufficient to satisfy our anticipated working capital requirements for the foreseeable future, including early redemptions by our convertible notes’ holders in the event circumstances allow for early redemptions. 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 the Unaudited Condensed Consolidated Financial Statements for a description of certain prior financings consummated by us.

Changes in Working Capital

At September 30, 2015 and December 31, 2014 the working capital ratio (current assets to current liabilities) was 0.83 to 1 and 2.68 to 1, respectively.

Operating Activities

Net cash provided by operating activities increased approximately $12.3 million, from $122.7 million in the Prior Year Nine Months to $135.0 million in the Current Nine Months. The increase is driven by a decrease in net income of $9.3 million period over

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period adjusted for non-cash items of $21.6 million for the Current Nine Months as compared to $46.2 million for the Prior Year Nine Months.  The change in the non-cash adjustments are primarily as a result of the non-cash gain of $50.0 million related to the fair value re-measurement of our original 50% interest in Iconix China in the Current Nine Months as compared to the non-cash gain of $28.9 million primarily related to the fair value re-measurement of our original 50% interest in Iconix Latin America in the Prior Year Nine Months.  These non-cash adjustments are offset by cash provided by working capital items of $26.3 million in the Current Nine Months as compared to cash used in working capital items of $19.8 million in the Prior Year Nine Months.

Investing Activities

Net cash used in investing activities increased approximately $111.6 million, from $39.7 million in the Prior Year Nine Months to $151.3 million in the Current Nine Months. This increase period over period is primarily due to (i) cash used in the acquisition of Iconix China of approximately $20.4 million, (ii) cash used in the acquisition of the Company’s interest in Pony of $37.0 million, and (iii) $95.0 million of cash used in the acquisition of the Strawberry Shortcake brand along with the $10.0 million issuance of a note to American Greetings associated with the acquisition versus the Prior Year Nine Months cash primarily used for our acquisition of interest in Iconix Latin America of $42.0 million.

Financing Activities

Net cash provided by financing activities increased approximately $253.6 million, from cash used in financing activities of $228.5 million in the Prior Year Nine Months to cash provided by financing activities of $25.1 million in the Current Nine Months. The increase in cash provided in financing activities period over period is due to the proceeds of $100.0 million from our Variable Funding Notes received in the Current Nine Months, for which there was no comparable financing arrangement in the Prior Year Nine Months as well as the cash used of $168.2 million in the Prior Year Nine Months as compared to cash used of $12.4 million in the Current Nine Months for shares repurchased on the open market.

Other Matters

Critical Accounting Policies

The Company’s consolidated financial statements are based on the accounting policies used.  Certain accounting policies require that estimates and assumptions be made by management for use in the preparation of the financial statements.  Critical accounting policies are those that are central to the presentation of the Company’s financial conditions and results and that require subjective or complex estimates by management.  There have been no material changes with respect to the Company’s critical accounting policies from those discussed in the Company’s most recently filed Form 10-K.

Recent Accounting Pronouncements

See Note 16 of the notes to unaudited condensed consolidated financial statement for recent accounting pronouncements.

Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995. The statements that are not historical facts contained in this report are forward looking statements that involve a number of known and unknown risks, uncertainties and other factors, all of which are difficult or impossible to predict and many of which are beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. These risks are detailed in our most recently filed Form 10-K and other SEC filings. The words “believe,” “anticipate,” “expect,” “confident,” “project,” “provide,” “guidance” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date the statement was made.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

We limit exposure to foreign currency fluctuations by requiring the majority of our licenses to be denominated in U.S. dollars. Certain other licenses are denominated in Japanese Yen and the Euro. To mitigate interest rate risks, we have, from time to time, purchased derivative financial instruments such as forward contracts to convert certain portions of our revenue and cash received in foreign currencies to fixed exchange rates. If there were an adverse change in the exchange rate from Japanese Yen to U.S. dollars or the Euro to U.S. dollars of less than 10%, the expected effect on net income would be immaterial.

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Moreover, in connection with the warrant transactions with the counterparties related to our 2.50% Convertible Notes and our 1.50% Convertible Notes, 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. The effect, if 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 4. Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's reports under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and forms, and that such information is accumulated and communicated to management, including our principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

In connection with the Company’s Original Filing on November 13, 2015, (the “Original Filing”) of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, the Company’s then principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were not effective as of the end of the period covered by the Original Filing (the “Evaluation Date”) due to material weaknesses identified in internal controls over financial reporting which related to inadequate management review controls. Subsequent to the filing of the Original Filing, the Company’s management identified additional material weaknesses, which are summarized below. As a result of its identification of the weaknesses, management, under the supervision and with the participation of our current principal executive officer and principal financial and accounting officer, reevaluated the effectiveness of the Company's disclosure controls and procedures as of the Evaluation Date. Based on that reevaluation, our current principal executive officer and principal financial and accounting officer concluded that the Company's disclosure controls and procedures were not effective as of the Evaluation Date as described below.

As disclosed in the Original Filing, there were no changes in the Company’s internal control over financial reporting, as defined in Rules 13a 15(f) and 15d 15(f) under the Exchange Act, during the fiscal quarter ended September 30, 2015 that materially affected, or are reasonably likely to materially affect, the Company's internal control over financial reporting. However, as a result of management's identification of the material weaknesses described below, subsequent to September 30, 2015 the Company has instituted a number of actions and is in the process of designing and implementing changes in its internal control over financial reporting. These actions and changes in internal control over financial reporting are described in detail in the Company’s most recently filed Form 10-K.

With respect to this Amended Filing and in connection with management’s review, under the supervision of the Company’s principal executive officer and principal financial officer, as of September 30, 2015, weaknesses were identified in certain of the Company’s disclosure controls and procedures and internal controls over financial reporting which are as follows:

· The Company did not maintain internal controls over financial reporting that were operating effectively to support the accurate reporting of revenue and deferred revenue, which led to errors being identified in revenue and deferred revenue.

· The Company did not implement effective internal controls to formally identify related parties and ensure that proper measures were taken to analyze transactions with these parties before they were entered into and that they were properly disclosed in the financial statements.  However, no adjustments were made as a result of this material weakness.

· The Company did not maintain internal controls over financial reporting that were appropriately documented to evidence that journal entries were sufficiently reviewed.  However, no adjustments were made as a result of this material weakness.

· The Company did not maintain internal controls over financial reporting that were operating effectively with regard to certain revenue recognition, the classification of contractually obligated expenses as selling expenses as opposed to netting such expenses with revenue and the inadequate estimation of accruals related to retail support for certain license agreements.

· The Company did not maintain internal controls over financial reporting that appropriately documented review of supporting schedules within Forms 10-K and 10-Q.

· The Company did not maintain internal controls over financial reporting that were appropriately designed, adequately documented and operating effectively related to complex accounting transactions.  As a result, the Company recorded adjustments to (i) reduce licensing revenue and remeasurement gains associated with the review of various historical accounting transactions, (ii) record a liability for a royalty credit earned by a specific licensee in accordance with its license agreement.

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Notwithstanding the material weaknesses and the adjustments discussed above, our current principal executive officer and principal financial and accounting officer have concluded that the financial statements included in this Quarterly Report on Form 10-Q/A present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

Addressing the Material Weaknesses

We are in the process of supplementing our controls to remediate the material weaknesses that existed as of September 30, 2015.  In 2016, the current senior management team is dedicated to continuing its initiative to implement and document policies, procedures, and internal controls, for the purpose of strengthening the internal control environment.  This is also being performed with Audit Committee oversight. The remediation actions are described in the Company’s most recently filed Form 10-K.

We will test the ongoing operating effectiveness of the new and existing controls in future periods. The material weaknesses cannot be considered completely addressed until the applicable additional controls operate for a sufficient period of time and management has concluded, through testing, that these controls are operating effectively.

The foregoing has been approved by our management, including our current principal executive officer and principal financial and accounting officer, who have been involved with the reassessment and analysis of our internal control over financial reporting.

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

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PART II. Other Information

Item 1. Legal Proceedings.

See Note 9 of Notes to Unaudited Condensed Consolidated Financial Statements.

Item 1A. Risk Factors.

In addition to the risk factors disclosed in Part 1, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, 2014, as amended, set forth below are certain factors that have affected, and in the future could affect, our operations or financial condition. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could impact our operations. The risks described below and in our most recently filed Form 10-K are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our financial condition and/or operating results.

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

As of September 30, 2015, our consolidated balance sheet reflects debt of approximately $1,471.6 million, including secured debt of $828.2 million under our Senior Secured Notes and Variable Funding Note. In accordance with ASC 470, our 1.50% Convertible Notes and our 2.50% Convertible Notes are included in our $1,471.6 million of consolidated debt at a net debt carrying value of $353.0 million and $290.4 million, respectively; however, the principal amount owed to the holders of our 1.50% Convertible Notes and 2.50% Convertible Notes is $400.0 million (due March 2018) and $300.0 million (due June 2016), respectively. We may also assume or incur additional debt, including secured debt, in the future in connection with, or to fund, future acquisitions or refinance our existing debt obligations. Our debt obligations:

· could impair our liquidity;

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

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

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

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

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

In addition, as of September 30, 2015, approximately $78.1 million, or 41.4%, of our total cash (including restricted cash) was held in foreign subsidiaries. Our investments in these foreign subsidiaries are considered indefinitely reinvested and unavailable for the payment of any U.S. based expenditures, including debt obligations. Any repatriation of cash from these foreign subsidiaries may require the accrual and payment of U.S. federal and certain state taxes, which could negatively impact our results of operations and/or the amount of available funds. While we currently have no intention to repatriate cash from these subsidiaries, should the need arise domestically, there is no guarantee that we could do so without adverse consequences.

While we believe that by virtue of the cash on our balance sheet as of September 30, 2015, our ability to add additional capacity under the securitization facility underlying our Senior Secured Notes, the intended refinance of the 2.50% convertible notes, and the guaranteed minimum and percentage royalty payments due to us under our licenses, we will generate sufficient revenue 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.

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

Our licenses with Wal-Mart, Target, Kohl’s and Kmart/Sears represent, each in the aggregate, our four largest direct-to-retail licensees during the Current Nine Months, representing approximately 16%, 8%, 6% and 5%, respectively, of our total revenue for the Current Nine Months. Because we are dependent on these licensees for a significant portion of our licensing revenue, if any of them were to have financial difficulties affecting their ability to make payments, cease operations, or if any of these licensees decides not to renew or extend any existing agreement with us, or to significantly reduce its sales of licensed products under any of the agreement(s), our revenue and cash flows could be reduced substantially.

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

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 September 30, 2015, goodwill represented approximately $293.8 million, or approximately 9.9% of our total consolidated assets, and trademarks and other intangible assets represented approximately $2,105.6 million, or approximately 71.2% 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.

Based on the Company’s budgeting process for the year ending December 31, 2016, which was completed in the fourth quarter of the year ending December 31, 2015, the Company believes that certain intangible assets related to the men’s segment may be impaired. The Company will complete its annual impairment testing during the fourth quarter of the year ending December 31, 2015.

We have had turnover in senior management, which may cause instability at the Company.  

Neil Cole, our former president, chief executive officer and chairman, resigned from the Company in August 2015. F. Peter Cuneo, one of our current Board members, has stepped in to serve as our interim chief executive officer.  We are currently working with an executive search firm to locate a successor chief executive officer, although we may not be successful in finding or hiring a suitable replacement. Similarly, we cannot guarantee that Mr. Cuneo will remain in the position of interim chief executive officer until we hire a suitable replacement.  Additional turnover at the senior management level may create instability within the Company and our employees may decide to terminate their employment, which could further impede the Company’s maintenance of its day to day operations.  Such instability could impede our ability to implement fully our business plan and growth strategy, which would harm our business and prospects.

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The Company is currently engaged in a comment letter process with the SEC Staff regarding the accounting treatment related to the formation of its joint ventures under United States Generally Accepted Accounting Principles and whether such joint ventures should have been consolidated in the Company’s historical results.  The results of this process could result in a requirement to file future supplements to or restatements of the Company’s financial disclosure.

The Company has received comment letters from the staff (the “Staff”) of the SEC relating to the Annual Report on Form 10-K for the year ended December 31, 2014. The Staff’s comments relate to the accounting treatment for the formation of the Company’s international joint ventures under United States Generally Accepted Accounting Principles and whether such joint ventures should have been consolidated in the Company’s historical results. As of September 30, 2015, the Staff’s comments remain unresolved, and until these comments are resolved, the Company cannot predict whether the Staff will require the Company to supplement its disclosures or restate or make other changes to its historical consolidated financial statements, including with respect to the financial information contained in the Company’s previously filed annual and quarterly reports. If the Company is required to supplement its disclosures or restate its previously reported financial statements, it could have a material adverse effect on the Company’s results of operations and on the value or trading price of its Common Stock. Moreover, any such restatement could result in a class action lawsuit being filed against the Company and its officer and directors.

We have been named in securities litigations, which could be expensive and could divert our management’s attention.  There may be additional class action claims.

We have been named as defendants in three class actions filed in the Southern District of New York as described in note 9 to our financial statements contained in this Report on Form 10-Q.  While we plan to vigorously defend these claims, we may be unable to defend or settle these claims on favorable terms, and there can be no assurance that additional claims will not be made by other stockholders. The pending and any future class action claims could be costly to defend and/or resolve and could harm our reputation and business. An adverse determination could materially and negatively affect the Company. Our insurance coverage may not be adequate or available for us to avoid or limit our exposure in the pending action or in future claims and adequate insurance coverage may not be available in sufficient amounts or at a reasonable cost in the future. Additionally, securities class action claims may divert our management’s attention from other business concerns, which could seriously harm our business. Finally, the market price of our common stock may be volatile, and in the past companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation.

Restatements of financial statements could have a negative effect on our business and stock price.

As previously announced and as further discussed in Note 17 to our unaudited condensed consolidated financial statements, the Company has determined that it will restate its historical financial statements in respect of (i) the fourth quarter and annual results of 2013, (ii) the 2014 fiscal year and each quarterly period thereof and (iii) the first and second quarters of 2015, to correct certain errors in accounting related to certain transactions.  Our business may be harmed as a result of such financial restatements, including as a result of adverse publicity, litigation, United States Securities and Exchange Commission (“SEC”) proceedings or exchange delisting. While we have taken measures to prevent future restatements we cannot be certain that the measures we have taken as part of the restatement process will ensure that restatements will not occur in the future. The restatement may affect investor confidence in the accuracy of our financial disclosures and may raise reputational issues for our business.

The restatement process has been, and continues to be, resource-intensive, and has involved a significant amount of attention from management and has resulted in significant costs to the Company. Additionally, as previously disclosed, we are in a comment process with the SEC. We cannot guarantee that we will not receive additional comments or inquiries from the SEC regarding our restated financial statements or matters relating to our comment process.

Any future inquiries from the SEC as a result of the restatement of our historical financial statements will, regardless of the outcome, likely consume a significant amount of our internal resources and result in additional legal and accounting costs. The restatement of our consolidated financial statements may result in litigation. If litigation were to occur, we may incur additional substantial defense costs regardless of the outcome of such litigation. Likewise, such events might cause a diversion of our management’s time and attention. If we do not prevail in any such litigation, we could be required to pay substantial damages or settlement costs.

These restatements would require us to devote substantial internal and external resources and cause us to incur significant fees and expenses for additional audit services as well as accounting and other consulting services. These fees and expenses, as well as the substantial time devoted by our management to make such filings with the SEC, could have a material adverse effect on our business, profitability and financial condition.

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Ineffective disclosure controls and procedures or internal controls over financial reporting could have a negative effect on our business and stock price.

As a result of such financial restatements, the Company will also revise its report on Internal Control Over Financial Reporting as of December 31, 2014 to indicate such controls were not effective due to inadequate management review procedures. Additionally, the Company has noted in its reports on Internal Control Over Financial Reporting as of June 30, 2015 and September 30 2015 that controls were not effective.  Though the Company is working diligently to implement additional internal control procedures, there can be no assurance that in the future we will not suffer from additional ineffective disclosure controls and procedures or internal controls over financial reporting, which would further impair our ability to provide reliable and timely financial reports. Moreover, because of the inherent limitations of any control system, material misstatements due to error or fraud may not be prevented or detected on a timely basis, or at all. If we are unable to provide reliable and timely financial reports in the future, our business may be further harmed.  Restated financial statements and failures in internal controls may also cause investors to lose confidence in our financial reporting process, which could have a negative effect on the price of our Common Stock.

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

The following table presents information with respect to purchases of common stock made by the Company during the Current Quarter:

Month of purchase	Total number of shares purchased*		Average price paid per share		Total number of shares purchasedaspart of publicly announced plans or programs(1)(2)		Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
July 1 – July 31		140	$	24.06		—	$	513,277,115
August 1 – August 31		—	$	—		—	$	513,277,115
September 1 – September 30		379	$	13.35		—	$	513,277,115
Total		519	$	16.24		—	$	513,277,115

⁽¹⁾ On July 22, 2013, the Board of Directors authorized the repurchase of up to $300 million of the Company’s common stock over a period ending July 22, 2016, herein referred to as the July 2013 Program. The July 2013 Program is in addition to the February 2013 Program and the 2011 Program. The July 2013 Program does not obligate the Company to repurchase any specific number of shares and may be suspended at any time at management’s discretion.

⁽²⁾ On February18, 2014, the Board of Directors authorized the repurchase of up to $500 million of the Company’s common stock over a period ending February 18, 2017, herein referred to as the 2014 Program. The 2014 Program is in addition to prior programs. The 2014 Program 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 and exercise of stock options.

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Item 6. Exhibits

EXHIBIT NO.	DESCRIPTION OF EXHIBIT
Exhibit 31.1	Certification of Chief Executive Officer Pursuant To Rule 13a-14 or 15d-14 of The Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act of 2002*
Exhibit 31.2	Certification of Chief Financial Officer Pursuant To Rule 13a-14 or 15d-14 of The Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act of 2002*
Exhibit 32.1	Certification of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002*
Exhibit 32.2	Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002*
Exhibit 101.INS	XBRL Instance Document*
Exhibit 101.SCH	XBRL Schema Document*
Exhibit 101.CAL	XBRL Calculation Linkbase Document*
Exhibit 101.DEF	XBRL Definition Linkbase Document*
Exhibit 101.LAB	XBRL Label Linkbase Document*
Exhibit 101.PRE	XBRL Presentation Linkbase Document*

* Filed herewith.

58

Signatures

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

	Iconix Brand Group, Inc.
	(Registrant)
Date: June 29, 2016	/s/ John N. Haugh
	John N. Haugh
	President and Chief Executive Officer (Principal Executive Officer)
Date: June 29, 2016	/s/ David K. Jones
	David K. Jones
	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

59

EX-31.1

Exhibit 31.1

ICONIX BRAND GROUP, INC.

CERTIFICATION 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

I, John N. Haugh, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2015 of Iconix Brand Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 29, 2016

/s/ John N. Haugh

John N. Haugh

President and Chief Executive Officer

EX-31.2

Exhibit 31.2

ICONIX BRAND GROUP, INC.

CERTIFICATION 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

I, David K. Jones, certify that:

1. I have reviewed this Quarterly Report on Form 10-Q for the period ended September 30, 2015 of Iconix Brand Group, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, 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;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: June 29, 2016

/s/ David K. Jones

David K. Jones

Executive Vice President and Chief Financial Officer

EX-32.1

Exhibit 32.1

ICONIX BRAND GROUP, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Iconix Brand Group, Inc. (the “Company”) on Form 10-Q for the period ended September 30, 2015 (the “Report”), I, John N. Haugh, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ John N. Haugh

John N. Haugh

President and Chief Executive Officer

Date: June 29, 2016

EX-32.2

Exhibit 32.2

ICONIX BRAND GROUP, INC.

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO SECTION 906 OF

THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Iconix Brand Group, Inc. (the “Company”) on Form 10-Q for the period September 30, 2015 (the “Report”), I, David K. Jones, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:

(1) The Report fully complies with the requirements of section 13(a) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

/s/ David K. Jones

David K. Jones

Executive Vice President and Chief Financial Officer

Date: June 29, 2016

XML

Document and Entity Information - shares	9 Months Ended
	Sep. 30, 2015	Jun. 29, 2016
Document And Entity Information [Abstract]
Document Type	10-Q/A
Amendment Flag	true
Amendment Description	Iconix Brand Group, Inc. (the “Company”) is filing this Amendment No. 1 to the Company’s Quarterly Report on Form 10-Q/A (the “Amended Filing”) to amend certain parts of its Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, originally filed with the U.S. Securities and Exchange Commission, (“SEC”) on November 13, 2015 (the “Original Filing”), to restate the Company’s unaudited condensed consolidated financial statements and related footnote disclosures as of September 30, 2015 and for the three months and nine months ended September 30, 2015 and 2014. Background and Effects of the Restatement SEC Comment Letter Process. As previously disclosed, the Company has been engaged in a comment letter process with the Staff of the SEC relating to an ongoing review of the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The Company has responded to the Staff with a Confirming Letter on all of the questions the Staff has raised, and remains in a dialogue with the SEC Staff relating to those and certain other comments related to the Company’s future disclosures. As a result of the comment letter process, the Company’s management team, Audit Committee (the “Audit Committee”) and the Board of Directors (the “Board”) have reviewed the Company’s financial statements and assessed the accounting treatment applied by the Company to its joint ventures and other sales of intellectual property. Based on this review and assessment, the Board, the Audit Committee and the Company’s management team, on February 11, 2016, concluded that the Company would restate its historical financial statements (the “Restatement”) to address the following accounting matters: (i) consolidate the financial statements of the Iconix Canada, Iconix Israel, Iconix Southeast Asia, Iconix MENA and LC Partners US joint ventures with the Company’s financial statements, and eliminate the previously reported gains on sale which were recorded at the time these transactions were consummated (including subsequent June 2014 and September 2014 transactions with respect to Iconix Southeast Asia), (ii) record the recalculated cost basis of the trademarks contributed to certain joint ventures which are recorded under the equity method of accounting at the time of consummation of the transactions (which also affected years prior to FY 2013 and is effectuated in the consolidated balance sheets contained herein), (iii) record the recalculated cost basis of the Umbro brand in the territory of Korea (which closed in December 2013) and the e-commerce and U.S. catalog rights in respect of the Sharper Image brand (which closed in June 2014) to determine the amount of the gain that should have been recorded at the time of the sale, (iv) reclassify the presentation of its statement of operations to reflect gains on sales of trademarks (to joint ventures or third parties) as a separate line item above the Operating Income line, and not as revenue as historically reflected, and (v) reclassify the Equity Earnings on Joint Ventures line to above the Operating Income line, from its previous location within the Other Expenses section. In conjunction with the Company’s consolidation of the joint ventures noted above, the Company also adjusted its historical financial statements to properly reflect the consideration from joint venture partners (“the redemption value”) as redeemable non-controlling interest for the Iconix Southeast Asia, Iconix MENA and LC Partners US joint ventures as of the date of the formation of the applicable joint venture. For each period subsequent to the formation of the applicable joint venture, the Company will accrete the change in redemption value up to the date that the Company’s joint venture partner has the right to redeem its respective put option. Additionally, in accordance with the applicable accounting guidance, the notes receivable, net of discount, received from the Company’s joint venture partners as part of the consideration related to the formation of consolidated joint ventures will be netted against non-controlling interest or redeemable non-controlling interest, as applicable. Other. In addition, through the Company’s review of various historical transactions, management determined that it would record adjustments to reflect the following: (i) a reduction of revenue and remeasurement gains associated with certain transactions whereby the Company was not able to establish the fair value of the purchase transaction and subsequent guaranteed minimum royalties, and (ii) record a liability for a royalty credit earned by a specific licensee in fiscal years 2006 through 2008 that will be utilized in fiscal years 2016 through 2020. This Amended Filing includes the restated condensed consolidated financial statements, as described above. See Note 18 – Restatement to the accompanying condensed consolidated financial statements for additional information. Disclosure Controls and Procedures In connection with the Original Filing, the Company’s then interim Principal Executive Officer and Principal Financial Officer determined that the Company’s disclosure controls and procedures were not effective as of September 30, 2015 due to inadequate review controls related to the preparation of timely and accurate financial statements in its internal control over financial reporting. In connection with this Amended Filing, management reassessed its evaluation of the effectiveness of its Disclosure Controls and Procedures as of September 30, 2015 and identified additional material weaknesses in internal controls over financial reporting. The Company’s Principal Executive Officer and Principal Financial Officer concluded that the Company did not maintain effective disclosure controls and procedures as of September 30, 2015. The material weaknesses relate to inadequate management review controls which caused the restatement adjustments noted above. For a description of the material weaknesses in internal control over financial reporting and actions taken, and to be taken, to remediate the material weaknesses, see the Company’s most recently filed Form 10-K and Item 4. Controls and Procedures of this Amended Filing. Items Amended in This Filing This Amended Filing amends and restates the following items of the Company's Original Filing as of, and for the period ended September 30, 2015. Part I - Item 1. Financial Statements Part I - Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations Part I - Item 4. Controls and Procedures Part II – Item 1A. Risk Factors Part II - Item 6. Exhibits In accordance with applicable SEC rules, this Amended Filing includes certifications as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) from the Company’s Principal Executive Officer and Principal Financial Officer dated as of the date of this Amended Filing. Except for the items noted above, no other information included in the Original Filing is being further amended and restated by this Amended Filing. The Amended Filing speaks as of the date of the Original Filing and the Company has not updated the Original Filing to reflect events occurring subsequent to the date of the Original Filing. Accordingly, this Amended Filing should be read in conjunction with the Company’s filings made with the SEC subsequent to the date of the Original Filing.
Document Period End Date	Sep. 30, 2015
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q3
Trading Symbol	ICON
Entity Registrant Name	ICONIX BRAND GROUP, INC.
Entity Central Index Key	0000857737
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		52,095,106

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Condensed Consolidated Balance Sheets - USD ($) $ in Thousands	Sep. 30, 2015		Dec. 31, 2014
Current Assets:
Cash and cash equivalents	$ 136,720		$ 128,039
Restricted cash	51,911		59,560
Accounts receivable, net	104,828		112,347
Deferred income tax assets	20,383		10,328
Other assets - current	39,557	[1]	44,088
Total Current Assets	353,399		354,362
Property and equipment:
Furniture, fixtures and equipment	23,749		22,704
Less: Accumulated depreciation	(16,248)		(14,946)
Property, Plant and Equipment, Net, Total	7,501		7,758
Other Assets:
Other assets	32,673		51,865
Trademarks and other intangibles, net	2,105,628	[1]	1,996,334
Deferred financing costs, net	16,188		19,842
Investments and joint ventures	145,465	[1]	110,105
Goodwill	293,849	[1]	232,776
Other Assets, Total	2,593,803		2,410,922
Total Assets	2,954,703		2,773,042
Current liabilities:
Accounts payable and accrued expenses	43,994		38,655
Deferred revenue	27,535		25,868
Current portion of long-term debt	351,544		61,123
Other liabilities - current	3,727		6,403
Total current liabilities	426,800		132,049
Deferred income tax liability	342,086		299,982
Long-term debt, less current maturities	1,120,098		1,332,954
Other liabilities	15,689		16,924
Total Liabilities	1,904,673		1,781,909
Redeemable Non-Controlling Interest	$ 52,523		$ 39,696
Commitments and contingencies
Stockholders' Equity:
Common stock, $.001 par value shares authorized 150,000; shares issued 80,491 and 79,263, respectively	$ 80		$ 79
Additional paid-in capital	967,541		940,922
Retained earnings	783,767		713,819
Accumulated other comprehensive loss	(51,396)		(24,186)
Less: Treasury stock - 31,997 and 31,310 shares at cost, respectively	(837,424)		(812,429)
Total Iconix Brand Group, Inc. Stockholders' Equity	862,568		818,205
Non-controlling interest	134,939		133,232
Total Stockholders' Equity	997,507		951,437
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders' Equity	$ 2,954,703		$ 2,773,042

[1] Included in the adjustment amounts for goodwill, trademarks and other intangibles, net, investments and joint ventures, other assets – current, and accumulated other comprehensive loss are adjustments of approximately $54.5 million, $(50.8) million, $(4.7) million, $0.1 million and $0.9 milllion, respectively, which were not part of the restatement but are to reflect the final purchase price allocation (which was completed in the fourth quarter of 2015) for the buy-out of the remaining 50% interest in Iconix China as well as the acquisitions of Strawberry Shortcake and PONY and the temporary mark-to-market adjustment associated with the available-for-sale securities acquired as part of the buy-out of the remaining 50% interest in Iconix China. Refer to Note 2 and Note 3 for further details.

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Condensed Consolidated Balance Sheets (Parenthetical) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Statement Of Financial Position [Abstract]
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	150,000,000	150,000,000
Common stock, shares issued	80,491,000	79,263,000
Treasury stock, shares	31,997,000	31,310,000

XML

Unaudited Condensed Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Statement [Abstract]
Licensing revenue		$ 91,332	$ 89,965	$ 284,544	$ 295,481
Selling, general and administrative expenses		63,900	46,827	151,961	138,413
Gains on sale of trademarks		0	0	0	(6,399)	[1]
Equity earnings on joint ventures		(350)	(2,639)	(3,000)	(8,683)
Operating income		27,782	45,777	135,583	172,150
Other expenses (income):
Interest expense		22,252	21,130	64,950	63,533
Interest income		(874)	(746)	(3,030)	(2,439)
Other income			(125)	(50,780)	(29,022)
Foreign currency translation loss (gain)		1,083	269	(7,686)	636
Other expenses (income) – net	[2]	22,461	20,528	3,454	32,708
Income before income taxes		5,321	25,249	132,129	139,442
Provision for income taxes		6,275	8,867	45,083	43,078
Net (loss) income		(954)	16,382	87,046	96,364
Less: Net income attributable to non-controlling interest		4,433	3,527	13,335	10,165
Net (loss) income attributable to Iconix Brand Group, Inc.		$ (5,387)	$ 12,855	$ 73,711	$ 86,199
Earnings (loss) per share:
Basic		$ (0.11)	$ 0.27	$ 1.53	$ 1.77
Diluted		$ (0.11)	$ 0.22	$ 1.46	$ 1.48
Weighted average number of common shares outstanding:
Basic		48,310	47,991	48,238	48,682
Diluted		48,310	58,457	50,486	58,306

[1] Gains on sale of trademarks was previously reported as other revenue. Many of the gains recorded upon formation of certain joint ventures were reversed as a result of consolidation. The gains that were not impacted by consolidation, and therefore not reversed, have been reclassified and are being presented as a separate line item above operating income.

[2] Equity earnings on joint ventures was previously reported within other expenses – net and has been reclassified and is being presented as a component of operating income.

XML

Unaudited Condensed Consolidated Statements of Comprehensive Income (Loss) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Statement Of Income And Comprehensive Income [Abstract]
Net (loss) income	$ (954)	$ 16,382	$ 87,046	$ 96,364
Other comprehensive income (loss):
Foreign currency translation gain (loss)	4,051	(24,905)	(26,560)	(28,348)
Change in fair value of available for sale securities	(948)		(650)
Total other comprehensive income (loss)	3,103	(24,905)	(27,210)	(28,348)
Comprehensive income (loss)	2,149	(8,523)	59,836	68,016
Less: comprehensive income attributable to non-controlling interest	4,433	3,527	13,335	10,165
Comprehensive (loss) income attributable to Iconix Brand Group, Inc.	$ (2,284)	$ (12,050)	$ 46,501	$ 57,851

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Unaudited Condensed Consolidated Statements of Stockholders' Equity - 9 months ended Sep. 30, 2015 - USD ($) $ in Thousands	Total	Common Stock	Additional Paid-in Capital	Retained Earnings	Accumulated Other Comprehensive Loss	Treasury Stock	Noncontrolling Interest
Beginning Balance at Dec. 31, 2014	$ 951,437	$ 79	$ 940,922	$ 713,819	$ (24,186)	$ (812,429)	$ 133,232
Beginning Balance (in shares) at Dec. 31, 2014		79,263,000
Issuance of common stock related to acquisition of interest in joint venture (in shares)		465,000
Issuance of common stock related to acquisition of interest in joint venture	15,703		15,703
Shares issued on vesting of restricted stock (in shares)		748,000
Shares issued on vesting of restricted stock	$ 1	$ 1
Shares issued on exercise of stock options and warrants (in shares)	15,000	15,000
Shares issued on exercise of stock options and warrants	$ 245		245
Purchase of minority interest in consolidated joint venture	(6,000)		750				(6,750)
Tax benefit of stock option exercises	97		97
Compensation expense in connection with restricted stock	9,824		9,824
Shares repurchased cost method	(12,391)					(12,391)
Cost of shares repurchased on vesting of restricted stock and exercise of stock options	(12,604)					(12,604)
Change in redemption value of redeemable non-controlling interest, net of imputed interest	(3,763)			(3,763)
Change in fair value of available for sale securities	(650)				(650)
Change in non-controlling interest, net of imputed interest	3,356						3,356
Net income	87,046			73,711			13,335
Foreign currency translation gain (loss)	(26,560)				(26,560)
Distributions to joint ventures	(20,567)						(20,567)
Non-controlling interest of acquired companies	12,333						12,333
Ending Balance at Sep. 30, 2015	$ 997,507	$ 80	$ 967,541	$ 783,767	$ (51,396)	$ (837,424)	$ 134,939
Ending Balance (in shares) at Sep. 30, 2015		80,491,000

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Unaudited Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014
Cash flows from operating activities:
Net income	$ 87,046	$ 96,364
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation of property and equipment	1,222	2,154
Amortization of trademarks and other intangibles	2,414	3,394
Amortization of deferred financing costs and debt discount	3,654	3,997
Amortization of convertible note discount	23,408	22,040
Stock-based compensation expense	9,824	14,726
Non-cash gain on re-measurement of equity investment	(49,990)	(28,897)
Provision for doubtful accounts	16,117	5,530
Earnings on equity investments in joint ventures	(3,000)	(8,683)
Distributions from equity investments	3,273	6,303
Gain on sale of fixed assets	(225)
Gain on sale of securities		(125)
Gains on sale of trademarks	0	(6,399)	[1]
Deferred income tax provision	22,627	31,492
Foreign currency translation loss (gain)	(7,686)	636
Changes in operating assets and liabilities, net of business acquisitions:
Accounts receivable	(5,416)	(15,791)
Other assets – current	15,150	(19,144)
Other assets	5,514	(10,069)
Deferred revenue	2,091	2,065
Accounts payable and accrued expenses	8,991	23,148
Net cash provided by operating activities	135,014	122,741
Cash flows used in investing activities:
Purchases of property and equipment	(1,134)	(1,086)
Proceeds from sale of trademarks and related notes receivable	3,030	4,000
Proceeds from sale of fixed assets	225
Proceeds from sale of securities		720
Purchase of trademarks		(5,998)
Additions to trademarks	(120)	(790)
Net cash used in investing activities	(151,338)	(39,734)
Cash flows (used in) provided by financing activities:
Shares repurchased on the open market	(12,391)	(168,168)
Proceeds from Variable Funding Notes	100,000
Payment of long-term debt	(45,843)	(47,574)
Proceeds from sale of trademarks and related notes receivable from consolidated JVs	14,813	9,666
Additional payment to Purim	(2,000)	(3,000)
Distributions to non-controlling interests	(15,738)	(12,448)
Excess tax benefit from share-based payment arrangements	98	1,480
Cost of shares repurchased on vesting of restricted stock and exercise of stock options	(15,515)	(13,696)
Proceeds from exercise of stock options and warrants		3,512
Restricted cash	7,648	1,708
Net cash provided by (used in) financing activities	25,072	(228,520)
Effect of exchange rate changes on cash	(67)	(3,749)
Net increase (decrease) in cash and cash equivalents	8,681	(149,262)
Cash and cash equivalents, beginning of period	128,039	278,789
Cash and cash equivalents, end of period	136,720	129,527
Cash paid during the period:
Income taxes (net of refunds received)	(7,819)	19,135
Interest	35,623	36,433
Non-cash investing and financing activities:
Sale of trademarks for note receivable		39,339
Distribution to joint venture included in accounts payable	4,829
Restricted Stock
Non-cash investing and financing activities:
Shares repurchased on vesting of restricted stock included in accrued expenses		3,459
Iconix China
Adjustments to reconcile net income to net cash provided by operating activities:
Non-cash gain on re-measurement of equity investment	(49,990)
Cash flows used in investing activities:
Acquisition of interest	(20,400)
Non-cash investing and financing activities:
Issuance of shares in connection with purchase of Iconix China	15,703
iBrands International LLC
Cash flows used in investing activities:
Acquisition of interest		(2,500)
Pony International, LLC.
Cash flows used in investing activities:
Acquisition of interest	(37,000)
Strawberry Shortcake
Cash flows used in investing activities:
Acquisition of interest	(95,000)
Non-cash investing and financing activities:
Note receivable in connection with Strawberry Shortcake acquisition	9,470
Iconix Latin America
Cash flows used in investing activities:
Acquisition of interest		(42,000)
Scion
Cash flows (used in) provided by financing activities:
Acquisition of interest in Scion	(6,000)
American Greetings Corporation
Cash flows used in investing activities:
Issuance of note	(10,000)
Proceeds received from note	2,500
Buffalo International Unlimited Liability Corporation
Cash flows used in investing activities:
Proceeds received from note	$ 6,561	$ 7,920

[1] Gains on sale of trademarks was previously reported as other revenue. Many of the gains recorded upon formation of certain joint ventures were reversed as a result of consolidation. The gains that were not impacted by consolidation, and therefore not reversed, have been reclassified and are being presented as a separate line item above operating income.

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Basis of Presentation

9 Months Ended

Sep. 30, 2015

Accounting Policies [Abstract]

Basis of Presentation

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management of the Company, all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months (“Current Quarter”) and the nine months (“Current Nine Months”) ended September 30, 2015 are not necessarily indicative of the results that may be expected for a full fiscal year.  The interim condensed consolidated financial statements should be read in conjunction with the most recently filed Form 10-K.

Certain prior period amounts have been reclassified to conform to the current period’s presentation and, restated amounts are provided for prior periods – see Note 18 for further information.

Summary of Significant Accounting Policies

Non-controlling Interests / Redeemable Non-controlling Interests

Certain of the Company’s consolidated joint ventures have put options which, if exercised by the Company’s joint venture partner, would require the Company to purchase all or a portion of the joint venture partner’s equity interest in the joint venture.  The Company has determined that these put options are not derivatives under the guidelines prescribed in Accounting Standards Codification (“ASC”) 815.  As such, and in accordance with ASC 480-10-S99, as the potential exercise of the put options is outside the control of the Company, the Company has recorded the portion of the non-controlling interest’s equity that may be put to the Company in mezzanine equity in the Company’s consolidated balance sheets as “redeemable non-controlling interest”.  The initial value of the redeemable non-controlling interest represents the fair value of the put option at inception.  This amount recorded at inception is accreted, over a period determined by when the put option becomes exercisable, to what the Company would be obligated to pay to the non-controlling interest holder if the put option was exercised.  This accretion is recorded as a credit to redeemable non-controlling interest and a debit to retained earnings resulting in an impact to the consolidated balance sheet only.  For each reporting period, the Company revisits the estimates used to determine the redemption value of the put option when it becomes exercisable and may adjust the remaining put option value and associated accretion accordingly through redeemable non-controlling interest and retained earnings, as necessary.  The terms of each of the outstanding put options are included in the individual discussions of each joint venture, as applicable.  For the Company’s consolidated joint ventures that do not have put options, the non-controlling interest is recorded within equity on the Company’s consolidated balance sheet.

The Company may enter in to joint venture agreements with joint venture partners in which the Company allows the joint venture partner to pay a portion of the purchase price in cash at the time of the formation of the joint venture with the remaining cash consideration paid over a specified period of time following the closing of such transaction.  The Company records the amounts due from such joint venture partners as (a) a reduction of non-controlling interests, net of installment payments, or (b) if installment payments result from the issuance of shares classified as mezzanine equity, as a reduction in Redeemable Non-controlling Interests, net of installment payments (i.e. mezzanine equity), as applicable, in the Company’s consolidated balance sheet in accordance with ASC 505-10-45, “Classification of a Receivable from a Shareholder.”  The Company accretes the present value discount on these installment payments through interest income on its consolidated statement of operations.

SEC Comment Letter Process.

As previously disclosed, the Company has been engaged in a comment letter process with the Staff of the SEC relating to an ongoing review of the Company’s Form 10-K for the year ended December 31, 2014. The Company has responded to the Staff with a Confirming Letter on the questions the Staff raised, and remains in a dialogue with the SEC Staff relating to those and certain other comments related to the Company’s future disclosures. As a result of the comment letter process, the Company’s management team, Audit Committee and the Board have reviewed the Company’s financial statements and assessed the accounting treatment applied by the Company to its joint ventures and other sales of intellectual property.  See Note 18 for further information related to resolution of these matters.

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Goodwill and Trademarks and Other Intangibles, net

9 Months Ended

Sep. 30, 2015

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Trademarks and Other Intangibles, net

2. Goodwill and Trademarks and Other Intangibles, net

Goodwill

Goodwill by segment and in total, and changes in the carrying amounts, as of the dates indicated are as follows:

	Women's		Men's		Home		Entertainment		Corporate		Consolidated
Net goodwill at December 31, 2014	$	115,462	$	53,326	$	46,334	$	17,654	$	—	$	232,776
Acquisitions(1)		6,086		17,324		931		35,375		—		59,716
Foreign currency adjustment		—		1,357		—		—		—		1,357
Net goodwill at September 30, 2015 (restated)	$	121,548	$	72,007	$	47,265	$	53,029	$	—	$	293,849

⁽¹⁾ Amounts of goodwill generated from acquisitions have been updated from the previously-issued financial statements for the nine months ended September 30, 2015 to reflect the fair values of the assets acquired and liabilities assumed within the final purchase price allocation which, was completed in the fourth quarter of FY 2015.  

Trademarks and Other Intangibles, net

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

		September 30, 2015 (restated)				December 31, 2014
	Estimated Lives in Years	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Indefinite-lived trademarks and copyrights	Indefinite	$	2,095,374	$	—	$	1,986,350	$	—
Definite-lived trademarks	10-15		19,404		11,810		17,404		10,985
Non-compete agreements	2-15		940		627		940		450
Licensing contracts	1-9		12,462		10,115		11,803		8,728
		$	2,128,180	$	22,552	$	2,016,497	$	20,163
Trademarks and other intangibles, net				$	2,105,628			$	1,996,334

In March 2015, the Company acquired the 50% interest in Iconix China held by its joint venture partner, thereby increasing its ownership in Iconix China to 100%. As a result of this transaction, Iconix China is now consolidated with the Company, which increased the Company’s indefinite-lived trademarks by $40.5 million. See Note 3 for further details on this transaction.

In March 2015, the Company acquired the Strawberry Shortcake brand. As a result of this transaction the Company’s indefinite-lived trademarks increased by $55.8 million and licensing contracts increased by $0.5 million. See Note 3 for further details on this transaction.

In February 2015, the Company acquired through its wholly-owned subsidiary, US Pony Holdings, LLC, the rights to the Pony brand in respect of the United States, Canada and Mexico. Immediately following such acquisition, a third party contributed specified assets to US Pony Holdings, LLC in exchange for a 25% non-controlling interest in the entity. As a result of these transactions, US Pony Holdings, LLC is consolidated with the Company, which increased the Company’s indefinite-lived trademarks and licensing contracts by $32.4 million and $0.3 million, respectively. See Note 3 for further details on this transaction.

In December 2014, the Company acquired a 51% controlling interest in Hydraulic IP Holdings, LLC.  As a result of this transaction, Hydraulic IP Holdings, LLC is consolidated with the Company, which increased the Company’s indefinite-lived trademarks by $11.8 million.  See Note 3 for further details on this transaction.

In December 2014, the Company acquired a 51% controlling interest in NGX, LLC.  As a result of this transaction, NGX, LLC is consolidated with the Company, which increased the Company’s indefinite-lived trademarks by $11.8 million.  See Note 3 for further details on this transaction.

In June 2014, the Company sold the exclusive right to use the “sharperimage.com” domain name and Sharper Image trademark in connection with the operation of a branded website and catalog distribution in specified jurisdictions, thereby decreasing indefinite-lived trademarks by approximately $3.6 million.  See Note 3 for further details on this transaction.  

In February 2014, the Company acquired the 50% interest in Iconix Latin America held by its joint venture partner, thereby increasing its ownership in Iconix Latin America to 100%.  As a result of this transaction, Iconix Latin America is now consolidated with the Company, which increased the Company’s indefinite life trademarks by $82.4 million and licensing contracts increased by $0.7 million.  See Note 3 for further details on this transaction.

In January 2014, the Company acquired a 1% interest in Iconix Europe, thereby increasing its ownership in Iconix Europe to 51%, in addition, the Iconix Europe agreement was amended to provide for additional rights to the Company.  As a result of this transaction, Iconix Europe is now consolidated with the Company, which increased the Company’s indefinite life trademarks by $27.0 million.  See Note 3 for further details on this transaction.

Amortization expense for intangible assets for the Current Quarter and for the three months ended September 30, 2014 (the “Prior Year Quarter”) was $0.7 million and $0.9 million, respectively.  Amortization expense for intangible assets for the Current Nine Months and for the nine months ended September 30, 2014 (the “Prior Year Nine Months”) was $2.4 million and $3.4 million, respectively.

The trademarks of Candie’s, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific, Danskin, Rocawear, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko, Zoo York, Peanuts, Ed Hardy, Sharper Image, Umbro, Modern Amusement, Buffalo, Lee Cooper, Hydraulic, Nicholas Graham, Strawberry Shortcake and Pony have been determined to have an indefinite useful life and accordingly no amortization has been recorded in the Company’s unaudited condensed consolidated statement of operations. Instead, each of these intangible assets are tested for impairment annually and, as needed, on an individual basis as separate single units of accounting, with any related impairment charge recorded to the statement of income at the time of determining such impairment. The annual evaluation of the Company’s indefinite-lived trademarks is performed as of October 1, the beginning of the Company’s fourth fiscal quarter. There was no impairment of the indefinite-lived trademarks during the Current Nine Months or Prior Year Nine Months. Further, as it relates to the Company’s definite-lived trademarks, there was no impairment of the definite-lived trademarks during the Current Nine Months or Prior Year Nine Months.

Based on the Company’s budgeting process for the year ending December 31, 2016, which was completed in the fourth quarter of 2015, the Company believes that certain intangible assets related to the men’s segment may be impaired. The Company will complete its annual impairment testing during the fourth quarter of the year ending December 31, 2015.

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Acquisitions, Joint Ventures and Investments

9 Months Ended

Sep. 30, 2015

Investments In And Advances To Affiliates Schedule Of Investments [Abstract]

Acquisitions, Joint Ventures and Investments

3. Acquisitions, Joint Ventures and Investments

Consolidated Entities

The following entities and joint ventures are consolidated with the Company:

Iconix China

In September 2008, the Company and Novel Fashions Brands 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, to Iconix China. 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, $4.0 million of which was contributed in July 2010, $3.0 million of which was contributed in May 2011, and $2.0 million of which was contributed in June 2012.

In March 2015, the Company purchased from Novel its 50% interest in Iconix China for $57.4 million, of which $40.4 million was paid in cash, $15.7 million was paid in the Company’s common stock, and $1.3 million was an amount due the Company from Iconix China that was offset against the Company’s accounts receivable (the “2015 Buy-out”), thereby taking 100% of the equity interest in Iconix China. The following is a reconciliation of consideration paid to Novel:

Cash paid to Novel	$	40,400
Shares issued to Novel		15,703
Offset of accounts receivable		1,269
Fair value of 50% interest in Iconix China	$	57,372

As a result of the 2015 Buy-out, Iconix China is subject to consolidation and is included in the Company’s unaudited condensed consolidated financial statements as of September 30, 2015.

The estimated fair value of the assets acquired, less liabilities assumed, is allocated as follows:

Fair value of 50% interest in Iconix China	$	57,372
Book value of Company equity investment prior to 2015    Buy-out		7,382
Gain on re-measurement of initial equity investment		49,990
	$	114,744
Trademarks		40,501
Investments in private companies		38,870
Cash		20,184
Other assets		5,997
Accrued expenses		(447	)
Goodwill		9,639
	$	114,744

Other assets consist primarily of securities of a company publicly traded on the Hong Kong Stock Exchange.  These assets are being accounted for as available-for-sale securities.  As such, any increase or decrease in fair value is recorded with accumulated other comprehensive income and is not included in the Company’s consolidated statement of operations.

The Iconix China trademarks have been determined by management to have an indefinite useful life and accordingly no amortization is being recorded in the Company’s unaudited condensed consolidated statement of operations. The goodwill and trademarks are subject to a test for impairment on an annual basis. The $9.6 million of goodwill resulting from the 2015 Buy-out is deductible for income tax purposes.

For the Current Quarter and Current Nine Months, post-acquisition, the Company recognized approximately $0.3 million and $0.3 million, respectively, in revenue from such assets. In addition, the Company’s selling, general and administrative expenses increased by $0.6 million and $1.2 million for the Current Quarter and Current Nine Months, respectively, and other income increased by $0.6 million for the Current Nine Months as a result of consolidating Iconix China on the Company’s unaudited condensed consolidated statement of operations.

As part of this transaction, the Company also acquired, through its ownership of 100% of Iconix China, equity interests in the following private companies with an aggregate fair value of approximately $38.9 million: Candies Shanghai Fashion Co. Ltd. (which can be put by Iconix China to Shanghai La Chappelle Fashion Co., Ltd. for cash based on a pre-determined formula); Mark Ecko Shanghai MuXiang Apparel & Accessory Co. Limited.; Bai Shi Kou International (Qingdao) Home Products Co. Ltd.; Ningbo Material Girl Fashion Co., Ltd.; Tangli International Holdings Ltd.; and Ai Xi Enterprise (Shanghai) Co. Limited. See section entitled “Investments in Iconix China” for further detail on such investments.

Strawberry Shortcake

In March 2015, the Company completed its acquisition from American Greetings Corporation and its wholly-owned subsidiary, Those Characters From Cleveland, Inc. (collectively, “AG” or the “Seller”), of all of AG’s intellectual property rights and licenses and certain other related assets relating to the Strawberry Shortcake brand pursuant to an asset purchase agreement entered into in February 2015.

In accordance with the terms of the asset purchase agreement, the Company paid the Seller $105.0 million in cash at closing of which $95.0 million was treated as consideration for the acquisition and the remaining $10.0 million was the issuance of a note due from AG.

The cash paid to the Seller and the estimated fair value of the assets acquired, is allocated as follows:

Cash paid to AG by the Company	$	95,000
Trademarks	$	55,761
License agreements		467
Accounts receivable		3,397
Goodwill		35,375
	$	95,000

The note receivable represents amounts due from AG in respect of non-compete payments pursuant to a license agreement entered into with AG simultaneously with the closing of the transaction. The note is in the principal amount of $10.0 million and is paid in equal quarterly installments over a two year period.

For the Current Quarter and Current Nine Months, post-acquisition, the Company recognized approximately $2.6 million and $6.1 million, respectively, in revenue from such assets. The $35.4 million of goodwill resulting from the 2015 acquisition is deductible for income tax purposes.

PONY

In February 2015, the Company, through its newly-formed subsidiary, US Pony Holdings, LLC, (“Pony Holdings”) acquired the North American rights to the PONY brand. These rights include the rights in the US obtained from Pony, Inc. and Pony International, LLC (collectively, “US Pony Seller”), and the rights in Mexico and Canada obtained from Super Jumbo Holdings Limited (“Non-US Pony Seller” and, together with US Pony Seller, the “Pony Sellers”). The purchase price paid by the Company was $37.0 million. Pony Holdings is owned 75% by the Company and 25% by its partner Anthony L&S Athletics, LLC (“ALS”). ALS contributed to Pony Holdings its perpetual license agreement in respect of the U.S. and Canadian territories for a 25% interest in Pony Holdings. Additionally, the Company received an option to purchase, until February 28, 2015, from the Pony Sellers and their affiliates certain intellectual property-related assets and trademarks related to the Pony brand in Europe, the Middle East and Africa and was assigned by ALS the right to purchase from Pony Sellers and their affiliates certain intellectual property-related assets and trademarks related to the Pony brand in Latin America, which expired May 1, 2015. The Company did not exercise either of such rights.

The following table is a reconciliation of cash paid to Pony Sellers and the fair value of ALS’s non-controlling interest:

Cash paid to Pony Sellers	$	37,000
Fair value of 25% non-controlling interest to ALS		12,333
Fair value of PONY	$	49,333

The estimated fair value of the assets acquired is allocated as follows:

Trademarks	$	32,381
License agreements		250
Accounts receivable		2,000
Goodwill		14,702
Fair value of PONY	$	49,333

ASC 810 - “Consolidations” affirms that consolidation is appropriate when one entity has a controlling financial interest in another entity. The Company owns a 75% membership interest in Pony Holdings compared to the minority owner’s 25% membership interest. Further, the Company believes that the voting and veto rights of the minority shareholder are merely protective in nature and do not provide them with substantive participating rights in Pony Holdings. As such, Pony Holdings is subject to consolidation with the Company, which is reflected in the unaudited condensed consolidated financial statements.

For the Current Quarter and Current Nine Months, post-acquisition, the Company recognized approximately $0.7 million and $1.8 million in revenue from Pony Holdings. The $14.7 million of goodwill resulting from the 2015 acquisition is deductible for income tax purposes.

Iconix Middle East Joint Venture

In December 2014, the Company formed Iconix MENA (“Iconix Middle East”) a wholly owned subsidiary of the Company and contributed to it substantially all rights to its wholly-owned and controlled brands in the United Arab Emirates, Qatar, Kuwait, Bahrain, Saudi Arabia, Oman, Jordan, Egypt, Pakistan, Uganda, Yemen, Iraq, Azerbaijan, Kyrgyzstan, Uzbekistan, Lebanon, Tunisia, Libya, Algeria, Morocco, Cameroon, Gabon, Mauritania, Ivory Coast, Nigeria and Senegal (the “Middle East Territory”). Shortly thereafter, Global Brands Group Asia Limited (“GBG”), purchased a 50% interest in Iconix Middle East for approximately $18.8 million. GBG paid $6.3 million in cash upon the closing of the transaction and committed to pay an additional $12.5 million over the 24-month period following closing. As a result of this transaction, the Company incurred $3.1 million of expenses related to GBG’s diligence and market analysis in the Iconix Middle East Territory. As of September 30, 2015, $12.3 million, net of discount for present value, remaining due to the Company from GBG, is netted against the redeemable non-controlling interest on the condensed consolidated balance sheet.

Pursuant to the joint venture agreement entered into in connection with the formation of Iconix Middle East, each of GBG and the Company holds specified put and call rights, respectively, relating to GBG’s ownership interest in the joint venture.

Company Two-Year Call Option: At any time during the six month period commencing December 19, 2016, the Company has the right to call up to 5% of the total equity in Iconix Middle East from GBG for an amount in cash equal to $1.8 million.

Five-Year and Eight-Year Put/Call Options: At any time during the six month period commencing December 19, 2019, and again at any time during the six month period commencing December 19, 2022, GBG may deliver a put notice to the Company, and the Company may deliver a call notice to GBG, in each case, for the Company’s purchase of all equity in the joint venture held by GBG. In the event of the exercise of such put or call rights, the purchase price for GBG’s equity in Iconix Middle East is an amount equal to (x) the Agreed Value (in the event of GBG put) or (y) 120% of Agreed Value (in the event of an Iconix call). The purchase price is payable in cash.

Agreed Value—Five-Year Put/Call: (i) Percentage of Iconix Middle East owned by GBG, multiplied by (ii) 5.5, multiplied by (iii) aggregate royalty generated by Iconix Middle East for the year ending December 31, 2019; provided, however, that such Agreed Value cannot be less than $12.0 million

Agreed Value—Eight-Year Put/Call: (i) Percentage of Iconix Middle East owned by GBG, multiplied by (b) 5.5, multiplied by (iii) aggregate royalty generated by Iconix Middle East for the year ending December 31, 2022; provided, however, that the Agreed Value cannot be less than $12.0 million.

The Company serves as Iconix Middle East’s administrative manager, responsible for arranging for or providing back-offices services, including legal maintenance of trademarks (e.g. renewal of trademark registrations) for the brands in respect of Iconix Middle East Territory. Further Iconix Middle East has access to general brand marketing materials prepared and owned by the Company to refit for use by the joint venture in marketing brands in the Middle East Territory. GBG serves as Iconix Middle East’s local manager, responsible for providing market experience in respect of the applicable territory, managing the joint venture on a day-to-day basis (other than back-office services), identifying potential licensees and assisting the Company in enforcement of license agreements in respect of the applicable territory. The Company receives a monthly fee in connection with the performance of its services as administrative manager in an amount equal to 5% of Iconix Middle East’s gross revenue collected in the prior month (other than in respect of the Umbro and Lee Cooper brands). GBG receives a monthly fee in connection with the performance of its services as local manager in an amount equal to 15% of Iconix Middle East’s gross revenue collected in the prior month (other than in respect of the Umbro and Lee Cooper brands). In addition, following the closing of GBG’s purchase of 50% of Iconix Middle East, GBG received from the Company $3.1 million for expenses related to its diligence and market analysis in the Iconix Middle East Territory, which was accounted for as a reduction to the cash received by the Company in relation to this transaction as of December 31, 2014.

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

LC Partners U.S.

In March 2014, the Company formed LC Partners US, LLC (“LCP”), a wholly-owned subsidiary of the Company, and contributed to it substantially all its rights to the Lee Cooper brand in the US through an agreement with LCP. Shortly thereafter, Rise Partners, LLC (“Rise Partners”), purchased a 50% interest in LCP for $4.0 million, of which $0.8 million in cash was received during FY 2014, with the remaining $3.2 million to be paid in four equal annual installments on the first through the fourth anniversaries of the closing date. As of September 30, 2015, the $2.4 million, remaining due to the Company, is netted against the redeemable non-controlling interest on the condensed consolidated balance sheet.

Pursuant to the operating agreement entered into in connection with the formation of LCP, Rise Partners holds specified put rights, relating to its ownership interest in the joint venture.

Put Option: For the 30 day period following (x) a change of control of the Company occurring prior to December 31, 2019; and (y) December 31, 2019, if Rise Partners has paid the purchase price for its interest in LCP in full, Rise Partners may deliver a put notice to the Company for the Company’s purchase of all the equity in LCP held by Rise Partners at a purchase price in cash equal to the greater of: (i) $4.0 million and (ii) an amount equal to (x) 5, multiplied by (y) the product of (1) 0.10 and (2) the amount of net wholesale sales of applicable Lee Cooper branded product sold in the US for the annual period ending December 31, 2019.

The Company serves as LCP’s administrative manager, responsible for arranging for or providing back-office services, including legal maintenance of trademarks (e.g. renewal of trademark registrations) in respect of the Lee Cooper brand in the US. Further LCP has access to general brand marketing materials prepared and owned by the Company to refit for use by LCP in marketing the Lee Cooper brand in the US.

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

Iconix Israel Joint Venture

In November 2013, the Company formed Iconix Israel. LLC (“Iconix Israel”), a wholly-owned subsidiary of the Company, and contributed substantially all rights to its wholly-owned and controlled brands in the State of Israel and the geographical regions of the West Bank and the Gaza Strip (together, the “Israel Territory”) through an agreement with Iconix Israel. Shortly thereafter, M.G.S. Sports Trading Limited (“MGS”) purchased a 50% interest in Iconix Israel for approximately $3.3 million. MGS paid $1.0 million in cash upon the closing of the transaction and committed to pay an additional $2.3 million over the 36-month period following closing. As of September 30, 2015, the $1.0 million, remaining due to the Company, from MGS is netted against the non-controlling interest on the condensed consolidated balance sheet.

Pursuant to the operating agreement entered into in connection with the formation of Iconix Israel, the Company holds a call right, exercisable at any time during the six month period following November 14, 2015, on 5% of the total outstanding shares in Iconix Israel held by MGS. The purchase price payable in connection with the Company’s exercise of its call option is an amount equal to (i) .05, multiplied by (ii) 6.5, multiplied by (iii) gross cash or property received by Iconix Israel from all sources.

The Company serves as Iconix Israel’s administrative manager, responsible for arranging for or providing back-offices services, including legal maintenance of trademarks (e.g. renewal of trademark registrations) for the brands in respect of the Israel Territory. Further, Iconix Israel has access to general brand marketing materials, prepared and owned by the Company to refit for use by the joint venture in the Israel Territory. MGS serves as Iconix Israel’s local manager, responsible for providing market experience in respect of the applicable territory, managing the joint venture on a day-to-day basis (other than back-office services), identifying potential licensees and assisting the Company in enforcement of license agreements in respect of the applicable territory. Each of the Company and MGS is reimbursed for all out-of-pocket costs incurred in performing its respective services.

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

Iconix Southeast Asia Joint Venture

In October 2013, the Company formed Iconix SE Asia Limited (“Iconix SE Asia”), a wholly owned subsidiary of the Company, and contributed substantially all rights to its wholly-owned and controlled brands in Indonesia, Thailand, Malaysia, Philippines, Singapore, Vietnam, Cambodia, Laos, Brunei, Myanmar, and East Timor (the “South East Asia Territory”). Shortly thereafter, GBG (f/k/a Li + Fung Asia Limited) purchased a 50% interest in Iconix SE Asia for approximately $12.0 million. GBG paid $7.5 million in cash upon the closing of the transaction and committed to pay an additional $4.5 million over the 24-month period following closing. As a result of this transaction, the Company incurred $2.0 million of consulting costs which were provided to GBG and were accounted for as a reduction to the cash received.

In June 2014, the Company contributed substantially all rights to its wholly-owned and controlled brands in the Republic of Korea, and its Ecko, Zoo York, Ed Hardy and Sharper Image Brands in the European Union, and Turkey, in each case, to Iconix SE Asia. In return, GBG agreed to pay the Company $15.9 million, of which $4.0 million was paid in cash at closing. The Company guaranteed minimum distributions of $2.5 million in the aggregate through FY 2015 to GBG from the exploitation in the European Union and Turkey of the brands contributed to Iconix SE Asia as part of this transaction. As a result of this transaction, the Company incurred $5.4 million of marketing costs which were provided to GBG and were accounted for as a reduction to the cash received from GBG in respect of its payment of the purchase price in such transaction.  In September 2014, the Company’s subsidiaries contributed substantially all rights to their Lee Cooper and Umbro brands in the People’s Republic of China, Hong Kong, Macau and Taiwan (together, the “Greater China Territory”), to Iconix SE Asia. In return, GBG agreed to pay the Company $21.5 million, of which $4.3 million was paid at closing. The Company guaranteed minimum distributions of $5.1 million in the aggregate through FY 2017 to GBG from the exploitation in the Greater China Territory of the brands contributed to Iconix SE Asia as part of this transaction.

As of September 30, 2015, $17.7 million, net of discount for present value, remaining due to the Company from GBG for the above transactions is netted against the redeemable non-controlling interest on the condensed consolidated balance sheet.

Pursuant to the operating agreement entered into in connection with the formation of Iconix SE Asia, as amended, each of GBG and the Company holds specified put and call rights, respectively, relating to GBG’s ownership interest in the joint venture.

Company Two-Year Call Option: At any time during the six month period commencing October 1, 2015, the Company has the right to call up to 5% of the total equity in Iconix SE Asia from GBG for an amount in cash equal to (x) .10, multiplied by (y) 1.15, multiplied by (z) $38.4 million.

Five-Year and Eight-Year Put/Call Options on South East Asia Territory Rights, Europe/Turkey Rights and Korea Rights: At any time during the six month period commencing October 1, 2018, and again at any time during the six month period commencing October 1, 2021, GBG may deliver a put notice to the Company, and the Company may deliver a call notice to GBG, in each case, for the Company’s purchase of the Europe/Turkey Rights, South East Asia Territory Rights and/or Korea Rights. In the event of the exercise of such put or call rights, the purchase price for such rights is an amount equal to (x) the Agreed Value (in event of a GBG put) or (y) 120% of Agreed Value (in event of a Company call). The purchase price is payable in cash.

Agreed Value—Five-Year Put/Call: (i) Percentage of Iconix SE Asia owned by GBG, multiplied by (ii) 5.5, multiplied by (iii) the greater of the aggregate royalty generated by Iconix SE Asia in respect of the Europe/Turkey Rights, South East Asia Territory Rights and/or Korea Rights (as applicable) for the year ending December 31, 2015 and the year ending December 31, 2018; provided, that the Agreed Value attributable to the Europe/Turkey Rights shall not be less than $7.6 million, plus (iv) in the case of a Full Exercise (i.e., and exercise of all of the Europe/Turkey Rights, South East Asia Territory Rights and Korea Rights), the amount of cash in Iconix SE Asia at such time.

Agreed Value—Eight-Year Put/Call: (i) Percentage of Iconix SE Asia owned by GBG, multiplied by (ii) 5.5, multiplied by (iii) the greater of the aggregate royalty generated by Iconix SE Asia in respect of the Europe/Turkey Rights, South East Asia Territory Rights and/or Korea Rights (as applicable) for the year ending December 31, 2018 and the year ending December 31, 2021; provided, that the Agreed Value attributable to the Europe/Turkey Rights shall not be less than $7.6 million, plus (iv) in the case of a Full Exercise (i.e., and exercise of all of the Europe/Turkey Rights, South East Asia Territory Rights and Korea Rights), the amount of cash in Iconix SE Asia at such time.

Five-Year and Eight-Year Put/Call Options on Greater China Territory Rights: At any time during the six month period commencing September 17, 2019, and again at any time during the six month period commencing September 17, 2022, GBG may deliver a put notice to the Company, and the Company may deliver a call notice to GBG, in each case, for the Company’s purchase of the Greater China Territory Rights. In the event of the exercise of such Greater China Territory put or call rights, the purchase price for such rights is an amount equal to (x) the Agreed Value (in event of a GBG put) or (y) 120% of the Agreed Value (in event of a Company call). The purchase price is payable in cash.

Agreed Value – Five-Year Put/Call: (i) Percentage of Iconix SE Asia owned by GBG, multiplied by (ii) 5.5, multiplied by (iii) the greater of the aggregate royalty generated by Iconix SE Asia in respect of the Greater China Territory Rights for the year ending December 31, 2015 and the year ending December 31, 2019; provided, that the Agreed Value attributable to the Greater China Territory Rights shall not be less than $15.5 million, plus (iv) in the case of a Full Exercise, the lesser of the (x) the amount of cash in Iconix SE Asia after payment of the Greater China Territory Rights Put/Call Distribution (as described below) and (y) the maximum amount of distributions allowed by applicable law.

Agreed Value – Eight-Year Put/Call: (i) Percentage of Iconix SE Asia owned by GBG, multiplied by (ii) 5.5, multiplied by (iii) greater of aggregate royalty generated by Iconix SE Asia in respect of the Greater China Territory Rights for the year ending December 31, 2019 and the year ending December 31, 2022; provided, that the Agreed Value attributable to the Greater China Territory Rights in respect of the eight year put/call shall not be less than the Agreed Value would have been if the five year put/call had been exercised, plus (iv) in the case of a Full Exercise, the lesser of the (x) the amount of cash in Iconix SE Asia after payment of the Greater China Territory Put/Call Distribution (as described below) and (y) the maximum amount of distributions allowed by applicable law.

Greater China Territory Put/Call Distribution: Prior to closing of a GBG put or a Company call in respect of the Greater China Territory Rights, Iconix SE Asia is required to make pro rata distributions to GBG and the Company in an amount equal to the lesser of: (i) the amount of cash in Iconix SE Asia; (ii) the maximum amount of distributions permitted by applicable law; and (iii) the amount the Company pays to GBG in respect of minimum guaranteed distributions provided for pursuant to the September 2014 Iconix SE Asia transaction described above. GBG is required to pay all amounts it receives from the Greater China Territory Put/Call Distribution to the Company.

The Company serves as Iconix SE Asia’s administrative manager, responsible for arranging for or providing back-office services including legal maintenance of trademarks (e.g. renewal of trademark registrations) for the brands in respect of the territories included in Iconix SE Asia. Further, Iconix SE Asia has access to general brand marketing materials, prepared and owned by the Company, to refit for use by the joint venture in territories included in Iconix SE Asia. GBG serves as Iconix SE Asia’s local manager, responsible for providing market experience in respect of the applicable territory, managing the joint venture on a day-to-day basis (other than back-office services), identifying potential licensees and assisting the Company in enforcement of license agreements in respect of the applicable territory. The Company receives a monthly fee in connection with the performance of its services as administrative manager in an amount equal to 5% of Iconix SE Asia’s gross revenue collected in prior month. GBG receives a monthly fee in connection with the performance of its services as local manager in an amount equal to 15% of Iconix SE Asia’s gross revenue collected in prior month. In October 2013, and in respect of services that commenced in August 2013 and expired on December 31, 2013, the Company executed a Consultancy Agreement with LF Centennial Limited, an affiliate of Li and Fung Asia Limited, for the provision of brand strategy services in Asia to assist the Company in developing its brands. Pursuant to the Consultancy Agreement, the Company paid LF Centennial Limited four installments of $0.5 million for the provision of such services. The aggregate $2.0 million of consulting costs paid to GBG were accounted for as a reduction to the cash received by the Company in relation to GBG’s purchase of a 50% interest in Iconix SE Asia for the year ended December 31, 2013.

The Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company and GBG, that Iconix SE Asia is a VIE and, as the Company has been determined to be the primary beneficiary, is subject to consolidation. The Company has consolidated this joint venture within its consolidated financial statements since inception as well as at the closing of each of the June 2014 and September 2014 transactions.  The liabilities of the VIE are not material and none of the VIE assets are encumbered by any obligation of the VIE or other entity.

Iconix Canada Joint Venture

In June 2013, the Company formed Iconix Canada L.P. (“Ico Canada”) and Ico Brands L.P. (“Ico Brands” and, together with Ico Canada, collectively, “Iconix Canada”), as wholly-owned indirect subsidiaries of the Company, and contributed substantially all rights to its wholly-owned and controlled brands in Canada (the “Canada Territory”) through agreements with the Iconix Canada partnerships. Shortly thereafter through their acquisitions of limited partnership and general partnership interests, Buffalo International ULC and BIU Sub Inc. purchased 50% interests in the Iconix Canada partnerships for $17.8 million in the aggregate, of which approximately $8.9 million in the aggregate, was paid in cash upon closing of these transactions in June 2013, and the remaining $8.9 million of which are notes payable to the Company to be paid, as amended, over the five year period following the date of closing, with final payment in June 2018.

Pursuant to agreements entered into in connection with the formation of Ico Canada and Ico Brands, the Company holds specified call options relating to Buffalo International’s and BIU Sub’s ownership interests in the joint ventures.

Ico Canada Call Option: At any time between the second and third anniversary of June 28, 2013 the Company has the right to call a number of units held by Buffalo International equal to 5% of all units issued and outstanding for an amount in cash equal to the greater of (i) $1.5 million and (ii) 5% of the amount obtained by applying a multiple of 5.5 to the highest of (a) the minimum royalties in respect of the Ico Canada marks for the previous 12 months, (b) the actual royalties in respect of the Ico Canada marks for the previous 12 months, (c) the projected minimum royalties in respect of the Ico Canada marks for the subsequent fiscal period and (d) the average projected minimum royalties in respect of the Ico Canada marks for the subsequent three fiscal periods.

Ico Brands Call Option: At any time between the second and third anniversary of June 28, 2013, the Company has the right to call a number of units held by BIU Sub equal to 5% of all units issued and outstanding for an amount in cash equal to the greater of (i) $0.6 million and (ii) 5% of the amount obtained by applying a multiple of 5.5 to the highest of (a) the minimum royalties in respect of the Ico Brands marks for the previous 12 months, (b) the actual royalties in respect of the Ico Brands marks for the previous 12 months, (c) the projected minimum royalties in respect of the Ico Brands marks for the subsequent fiscal period and (d) the average projected minimum royalties in respect of the Ico Brands marks the subsequent three fiscal periods.

If the total payments to Ico Canada in respect of the Umbro marks for the four-year period following June 28, 2013 are less than $2.7 million, the Company has an obligation to pay Buffalo International an amount equal to the shortfall.

As a result of the Company’s prior contribution of the intellectual property and related assets relating to certain of its brands in respect of the Canadian territory (the “Encumbered Canadian Assets”) to the Company’s securitization, Ico Canada was granted the right to receive an amount equal to the royalty streams from the Encumbered Canadian Assets. Ico Brands has an option to purchase the Encumbered Canadian Assets for one dollar within one year following the earlier of (i) January 15, 2020 and (ii) the later of (a) the release of such assets from the Company’s securitization and (b) Ico Brands receipt of notice of such release. If the Company does not deliver such assets to Ico Brands following the exercise of such option, the Company has an obligation to pay liquidated damages to Ico Brands in an amount equal to approximately $4.9 million.

In the case of Ico Brands, BIU Sub serves as the creative shareholder, and is responsible for: (i) approving or disapproving of the creative aspects relating to trademarks and related goods and services offered by licensees; and (ii) approving or disapproving of all other creative aspects of the design, development, manufacture and sale of products bearing the Ico Brands’ marks.

As of September 30, 2015, $5.7 million, net of discount for present value, remaining due to the Company from Buffalo International for the above transactions is netted against the non-controlling interest on the condensed consolidated balance sheet.

The Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company and Buffalo International and BIU Sub, that Ico Canada and Ico Brands are VIEs and, as the Company has been determined to be the primary beneficiary, are subject to consolidation. The Company has consolidated this joint venture within its consolidated financial statements since inception.  The liabilities of the VIEs are not material and none of the VIE assets are encumbered by any obligation of the VIE or other entity.

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 committed to pay an additional $5.0 million over the 30-month period following closing. As of December 31, 2011 this obligation was paid in full.

During FY 2011, the Company contributed to Iconix Latin America its share of the rights to revenues from IPH Unltd (see below) for the exploitation of the Ecko brands in the Latin America Territory. Also in FY 2011, the Company contributed to Iconix Latin America its rights to the Ed Hardy brands for the Latin America Territory. During FY 2012, the Company contributed to Iconix Latin America the rights to the Zoo York and Sharper Image brands for the Latin America Territory.

Prior to the 2014 Buy-out (defined below), based on the corporate structure, voting rights and contributions of the Company and New Brands, Iconix Latin America was 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” of ASC Topic 810. As such, prior to the 2014 Buy-out, the Company had recorded its investment under the equity method of accounting.

In February 2014, the Company purchased from New Brands its 50% interest in Iconix Latin America for $42.0 million (the “2014 Buy-out”), which was funded entirely from cash on hand, thereby taking full ownership of 100% of the equity interests in Iconix Latin America. The following is a reconciliation of cash paid to New Brands:

Fair value of 50% interest in Iconix Latin America	$	42,698
Less: note receivable owed to the Company		(1,695	)
Add: accrued distributions due to New Brands		997
Cash paid to New Brands	$	42,000

As a result of the 2014 Buy-out and in accordance with ASC Topic 805, the Company recorded a non-cash pre-tax re-measurement gain of approximately $34.7 million, representing the increase in fair value of its original 50% investment in Iconix Latin America. This re-measurement gain is included in other income on the Company’s consolidated statement of operations in FY 2014. Further, as a result of the 2014 Buy-out, the balance owed to the Company from New Brands was settled. As a result of the 2014 Buy-out, Iconix Latin America is subject to consolidation and is included in the Company’s condensed consolidated financial statements since the time of the buy-out.

The estimated fair value of the assets acquired, less liabilities assumed, is allocated as follows:

Fair value of 50% interest in Iconix Latin America	$	42,698
Value of initial equity investment prior to 2014 Buy-out		7,950
Gain on re-measurement of initial equity investment		34,748
	$	85,396
Trademarks		82,400
License agreements		700
Cash		1,842
Working capital deficit		(676	)
Goodwill		1,130
	$	85,396

The Iconix Latin America 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 condensed consolidated statement of operations. The goodwill and trademarks are subject to a test for impairment on an annual basis. The $1.1 million of goodwill resulting from the 2014 Buy-out is deductible for income tax purposes.

Iconix Europe

In December 2009, the Company contributed substantially all rights to its brands in the European Territory (defined as all member states and candidate states of the European Union and certain other European countries) to Iconix Europe LLC, a then 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 and the remaining $1.0 million of which was paid in January 2011.

At inception and prior to the January 2014 transaction described below, 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 VIE and was not subject to consolidation. The Company had recorded its investment under the equity method of accounting.

In January 2014, the Company consented to the purchase of BIV’s 50% ownership interest in Iconix Europe by GBG (f/k/a LF Asia Limited, an affiliate of Li & Fung Limited). In exchange for this consent, the Company received $1.5 million from GBG. In addition, the Company acquired an additional 1% equity interest in Iconix Europe from GBG, and amended the operating agreement (herein referred to as the “IE Operating Agreement”) thereby increasing its ownership in Iconix Europe to a controlling 51% interest and reducing its preferred profit distribution from Iconix Europe to $3.0 million after which all profits and losses are recognized 51/49 in accordance with each principal’s membership interest percentage.

The estimated fair value of the assets acquired, less liabilities assumed, is allocated as follows:

Fair value of 50% interest in Iconix Europe	$	13,800
Value of initial equity investment prior to 2014 Buy-out		19,651
Loss on re-measurement of initial equity investment		(5,851	)
	$	27,600
Trademarks		27,000
Cash		677
Working capital deficit, excluding cash		(77	)
	$	27,600

ASC Topic 810 affirms that consolidation is appropriate when one entity has a controlling financial interest in another entity. As a result of this transaction, the Company owns a 51% membership interest in Iconix Europe compared to the minority owner’s 49% membership interest. Further, the Company believes that the voting and veto rights of the minority shareholder are merely protective in nature and do not provide the minority shareholder with substantive participating rights in Iconix Europe. As such, Iconix Europe is subject to consolidation with the Company, which is reflected in the consolidated financial statements as of December 31, 2014.

Pursuant to the IE Operating Agreement, each of GBG and the Company holds specified put and call rights, respectively, relating to GBG’s ownership interest in the joint venture as described below.

Five-Year and Eight-Year Put/Call Options:  At any time during the six month period commencing January 13, 2019, and again at any time during the six month period commencing January 13, 2022, GBG may deliver a put notice to the Company, and the Company may deliver a call notice to GBG, in each case, for the Company’s purchase of all equity in the joint venture held by GBG.  In the event of the exercise of such put or call rights, the purchase price for GBG’s equity in Iconix Europe is an amount equal to (x) the Agreed Value (in the event of GBG’s put) or (y) 120% of Agreed Value (in the event of an Iconix call).  The purchase price is payable in cash.

Agreed Value-Five-Year Put/Call: (i) (x) percentage of Iconix Europe owned by GBG, multiplied by (y) 5.5, multiplied by (z) the greater of aggregate royalty generated by Iconix Europe for the year ended December 31, 2013 and the year ended December 31, 2018; plus (ii) percentage of Iconix Europe owned by GBG multiplied by the aggregate amount of cash in Iconix Europe which is available for distribution to the members.

Agreed Value-Eight-Year Put/Call: (i) (x) percentage of Iconix Europe owned by GBG, multiplied by (y) 5.5, multiplied by (z) the greater of aggregate royalty generated by Iconix Europe for the year ended December 31, 2013 and the year ended December 31, 2021; plus (ii) percentage of Iconix Europe owned by GBG multiplied by the aggregate amount of cash in Iconix Europe which is available for distribution to the members.    

As a result of the January 2014 transaction, the Company records this redeemable non-controlling interest as mezzanine equity on the Company’s consolidated balance sheet.

Hydraulic IP Holdings, LLC

In December 2014, the Company formed a joint venture with Top On International Group Limited (“Top On”). The name of the joint venture is Hydraulic IP Holdings, LLC (“Hydraulic IPH”), a Delaware limited liability company. The Company paid $6.0 million, which was funded entirely from cash on hand, in exchange for a 51% controlling ownership of Hydraulic IPH. Top On owns the remaining 49% interest in Hydraulic IPH. Hydraulic IPH owns the IP rights, licenses and other assets relating principally to the Hydraulic brand. Concurrently, Hydraulic IPH and iBrands International, LLC (“iBrands”) entered into a license agreement pursuant to which Hydraulic IPH licensed the Hydraulic brand to iBrands as licensee in certain categories and geographies. Additionally, the Company and Top On entered into a limited liability company agreement with respect to their ownership of Hydraulic IPH.

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

NGX, LLC

In October 2014, the Company formed a joint venture with NGO, LLC (“NGO”). The name of the joint venture is NGX, LLC (“NGX”), a Delaware limited liability company. The Company paid $6.0 million, which was funded entirely from cash on hand; in exchange for a 51% controlling ownership of NGX. NGO owns the remaining 49% interest in NGX. NGX owns the IP rights, licenses and other assets relating principally to the Nick Graham brand. Concurrently, NGX and NGL, LLC (“NGL”) entered into a license agreement pursuant to which NGX licensed the Nick Graham brand to NGL as licensee in certain categories and geographies. Additionally, the Company and NGO entered into a limited liability company operating agreement with respect to their ownership of NGX.

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

Buffalo Brand Joint Venture

In February 2013, Iconix CA Holdings, LLC (“ICA Holdings”), a Delaware limited liability company and a wholly-owned subsidiary of the Company, formed a joint venture with Buffalo International ULC (“BII”). The name of the joint venture is 1724982 Alberta ULC (“Alberta ULC”), an Alberta, Canada unlimited liability company. The Company, through ICA Holdings, paid $76.5 million, which was funded entirely from cash on hand, in exchange for a 51% controlling ownership of Alberta ULC which consists of a combination of equity and a promissory note. BII owns the remaining 49% interest in Alberta ULC. Alberta ULC owns the IP rights, licenses and other assets relating principally to the Buffalo David Bitton brand (the “Buffalo brand”). Concurrently, Alberta ULC and BII entered into a license agreement pursuant to which Alberta ULC licensed the Buffalo brand to BII as licensee in certain categories and geographies. Additionally, ICA Holdings and BII entered into a shareholder agreement with respect to their ownership of Alberta ULC.

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, less amount classified as a note receivable	$	39,614
Fair value of 49% non-controlling interest to sellers		59,489
	$	99,103

The estimated fair value of the assets acquired is as follows:

Trademarks		102,643
License agreements		2,400
Non-compete agreement		940
Goodwill		7,131
Deferred tax liability		(14,011	)
	$	99,103

The Buffalo brand 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 condensed consolidated statement of operations. The goodwill and trademarks are subject to a test for impairment on an annual basis. Of the total consideration paid, $36.9 million (which is net of a discount) has been classified as a note receivable as the fair value of the transaction and the related guaranteed minimum royalties, which the Company will receive through FY 2016 under the BII license agreement could not be established at the acquisition date. As of September 30, 2015, $12.7 million, net of discount for present value, remaining due to the Company from BII for the above transactions is recorded in other assets on the condensed consolidated balance sheet.  The $7.1 million of goodwill resulting from this acquisition is deductible for income tax purposes.

The Company has consolidated this joint venture within its consolidated financial statements since inception.

Icon Modern Amusement

In December 2012, the Company entered into an interest purchase and management agreement with Dirty Bird Productions, Inc., a California corporation, in which the Company effectively purchased a 51% controlling interest in the Modern Amusement trademarks and related assets for $5.0 million, which was funded entirely from cash on hand. To acquire its 51% controlling interest in the trademark, the Company formed a new joint venture company, Icon Modern Amusement LLC (“Icon MA”), a Delaware limited liability company.

Peanuts Holdings

On June 3, 2010 (the “Peanuts Closing Date”), the Company consummated an interest purchase agreement with United Feature Syndicate, Inc. (“UFS”) and The E.W. Scripps Company (the “Parent”) (Parent and UFS, collectively, the “Sellers”), pursuant to which it purchased all of the issued and outstanding interests (“Interests”) of Peanuts Worldwide, a then newly formed Delaware limited liability company, to which, prior to the closing of this acquisition, copyrights and trademarks associated with the Peanuts characters and certain other assets were contributed by UFS. On the Peanuts Closing Date, the Company assigned its right to buy all of the Interests to Peanuts Holdings, a newly formed Delaware limited liability company and joint venture owned 80% by Icon Entertainment LLC (“IE”), a wholly-owned subsidiary of the Company, and 20% by Beagle Scouts LLC, a Delaware limited liability company (“Beagle”) owned by certain Schulz family trusts.

Further, on the Closing Date, IE and Beagle entered into an operating agreement with respect to Peanuts Holdings (the “Peanuts Operating Agreement”). Pursuant to the Peanuts Operating Agreement, the Company, through IE, and Beagle made capital contributions of $141.0 million and $34.0 million, respectively, in connection with the acquisition of Peanuts Worldwide. The Interests were then purchased for $172.1 million in cash, as adjusted for acquired working capital.

In connection with the Peanuts Operating Agreement, the Company through IE, loaned $17.5 million to Beagle (the “Beagle Note”), the proceeds of which were used to fund Beagle’s capital contribution to Peanuts Holdings in connection with the acquisition of Peanuts Worldwide. The Beagle Note bore interest at 6% per annum, with minimum principal payable in equal annual installments of approximately $2.2 million on each anniversary of June 3, 2010, with any remaining unpaid principal balance and accrued interest to be due on June 3, 2015, the Beagle Note maturity date. Principal was prepayable at any time. The Beagle Note was secured by the membership interest in Peanuts Holdings owned by Beagle. In February 2015, the remaining amount due on the Beagle Note was paid in full.

Hardy Way

In May 2009, the Company acquired a 50% interest in 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 as of the closing. In addition, the sellers of the 50% interest received 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 2009.

On April 26, 2011, Hardy Way acquired substantially all of the licensing rights to the Ed Hardy brands and trademarks from its licensee, Nervous Tattoo, Inc. (“NT”) pursuant to an asset purchase agreement by and among Hardy Way, NT and Audigier Brand Management Group, LLC (“ABMG,” and together with NT, the “Sellers”). Immediately prior to the closing of the transactions contemplated by the asset purchase agreement, the Company contributed $62.0 million to Hardy Way, thereby increasing the Company’s ownership interests in Hardy Way from 50% to 85% of the outstanding membership interests.

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, purchased Artful Dodger, an urban apparel brand for a purchase price of $15.0 million.

In March 2009, the Company, through its investment in Scion, effectively acquired a 16.6% interest in one of its licensees, Roc Apparel Group LLC (“RAG”), whose principal owner is Shawn “Jay-Z” Carter, for nominal consideration. The Company had determined that this entity is a VIE as defined by ASC 810. However, the Company was not the primary beneficiary of this entity. The investment in this entity was accounted for under the cost method of accounting. Subsequent to March 2009, this investment in RAG was assigned from Scion to the Company. From March 2009 through January 2014, the Company and its partner contributed approximately $11.8 million to Scion, which was deposited as cash collateral under the terms of RAG’s financing agreements. In June 2010, $3.3 million was released from collateral and distributed to the Scion members equally. In July 2014, the lender under such financing arrangement made a cash collateral call, reducing the Company’s restricted cash by $8.5 million. In FY 2014, the Company recorded a $2.7 million charge to reduce this receivable to $5.8 million. RAG caused such amount to be repaid pursuant to a binding term sheet dated April 2015, which resulted in a final agreement on July 6, 2015, between the Company and the managing member of RAG. In addition, on July 6, 2015, in accordance with the terms of such final agreement, the Company sold its 16.6% interest in RAG to an affiliate of Shawn “Jay-Z” Carter for nominal consideration.  

In May 2012, Scion, through a newly formed subsidiary, Scion BBC LLC, purchased a 50% interest in BBC Ice Cream LLC, owner of the Billionaire Boys Club and Ice Cream brands for approximately $3.5 million.

In April 2015, the Company entered into a binding term sheet to purchase the remaining 50% interest in Scion, which the Company has consolidated Scion since inception, from Shawn “Jay-Z” Carter for $6.0 million increasing the Company’s ownership to 100%, also effectively increasing its interest in BBC Ice Cream LLC to 50%.  

Unaudited Pro Forma Information

Unaudited pro forma information for the transactions completed during the Current Nine Months is not presented because the effects of such transactions, individually and in the aggregate, are considered immaterial to the Company.

Joint Ventures/Equity Method Investees

The following joint ventures are recorded using the equity method of accounting:

Iconix Australia Joint Venture

In September 2013, the Company formed Iconix Australia, LLC (“Iconix Australia”), a Delaware limited liability company and a wholly-owned subsidiary of the Company, and contributed substantially all rights to its wholly-owned and controlled brands in Australia and New Zealand (the “Australia territory”) through an agreement with Iconix Australia. Shortly thereafter Pac Brands USA, Inc. (“Pac Brands”) purchased a 50% interest in Iconix Australia for $7.2 million in cash, all of which was received upon closing of this transaction in September 2013. As a result of this transaction, the Company recorded a gain of $4.1 million in FY 2013 for the difference between the consideration (cash and notes receivable) received by the Company and the book value of the brands contributed to the joint venture.

Pursuant to the Operating Agreement entered into in connection with the formation of Iconix Australia, as amended, each of Pac Brands and the Company holds specified put and call rights, respectively, relating to Pac Brands’ ownership interest in the joint venture.

Company Two-Year Call Option: At any time during the six month period commencing September 17, 2015, the Company has the right to call up to 5% of Pac Brands’ total equity in Iconix Australia for an amount in cash equal to (i) the number of units called by the Company divided by the total number of Units outstanding, multiplied by (ii) 6.5, multiplied by (iii) RR, where RR is equal to:

A + (A x (100% + GR))

                    2

A = trailing 12 months royalty revenue

GR = Year on year growth rate

Four-Year Put/Call Option: At any time following September 17, 2017, Pac Brands may deliver a put notice to the Company, and the Company may deliver a call notice to Pac Brands, in each case, for the Company’s purchase of all units in the joint venture held by Pac Brands. Upon the exercise of such put/call, the purchase price for Pac Brands’ units in the joint venture will be an amount equal to (i) the percentage interest represented by Pac Brands’ units, multiplied by (ii) 5, multiplied by (iii) RR, where RR is equal to:

A + (A x (100% + CAGR))

                    2

A = trailing 12 months royalty revenue

CAGR = 36 month compound annual growth rate

The Company serves as Iconix Australia’s administrative manager, responsible for arranging for or providing back-office services including legal maintenance of trademarks (e.g. renewal of trademark registrations) for the brands in respect of the Australia Territory. Further, Iconix Australia has access to general brand marketing materials, prepared and owned by the Company, to refit for use by the joint venture in marketing the brands in the Australia Territory. Anchorage George Street Party Limited, an affiliate of Pac Brands (“Anchorage”) serves as Iconix Australia’s local manager, responsible for providing market experience in respect of the applicable territory, managing the joint venture on a day-to-day basis (other than back-office services), identifying potential licensees and assisting the Company in enforcement of license agreements in respect of the applicable territory. Each of the Company and Anchorage is reimbursed for all out-of-pocket costs incurred in performing its respective services.

At inception, the Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company and Pac Brands, that Iconix Australia is not a VIE and not subject to consolidation. The Company has recorded its investment under the equity method of accounting since inception.

Iconix India Joint Venture

In June 2013, the Company formed Imaginative Brand Developers Private Limited (“Iconix India), a wholly-owned subsidiary of the Company, and contributed substantially all rights to its wholly-owned and controlled brands in India through an agreement with Iconix India. Shortly thereafter Reliance Brands Limited (“Reliance’), an affiliate of the Reliance Group, purchased a 50% interest in Iconix India for $6.0 million of which approximately $2.0 million was paid in cash upon closing of this transaction and the remaining $4.0 million of which is a note, payable to the Company, to be paid over a 48- month period following closing. As a result of this transaction, the Company recognized a gain of approximately $2.3 million in FY 2013 for the difference between the consideration (cash and notes receivable) received by the Company and the book value of the brands contributed to the joint venture. Additionally, pursuant to the terms of the transaction, the Company and Reliance each agreed to contribute 100 million Indian rupees (approximately $2.0 million) to Iconix India only upon the future mutual agreement of the parties, of which 25 million Indian rupees (approximately $0.5 million) was contributed at closing.

As of September 30, 2015, of the $1.9 million note receivable, approximately $1.0 million is included in other assets – current and $0.9 million is included in other assets on the unaudited condensed consolidated balance sheet.

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

MG Icon

In March 2010, the Company acquired a 50% interest in MG Icon, the owner of the Material Girl and Truth or Dare brands and trademarks and other rights associated with the artist, performer and celebrity known as “Madonna”, from Purim LLC (“Purim”) for $20.0 million, $4.0 million of which was paid at closing. In connection with the launch of Truth or Dare brand and based on certain qualitative criteria, Purim is entitled to an additional $3.0 million. Through September 30, 2015, $21.0 million was paid to Purim with the remaining $2.0 million owed to Purim included in other liabilities-current on the Company’s unaudited condensed consolidated balance sheet.

At inception, the Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company and Purim, MG Icon is a VIE and not subject to consolidation, as the Company is not the primary beneficiary of MG Icon. The Company has recorded its investment under the equity method of accounting.

Pursuant to the terms of the MG Icon operating agreement and subject to certain conditions, the Company is entitled to recognize a preferred profit distribution from MG Icon of at least $23.0 million, after which all profits and losses are recognized 50/50 in accordance with each principal’s membership interest percentage.

Investments in Iconix China

Through our ownership of Iconix China (see above), we have equity interests in the following private companies:

Brands Placed	Partner	Ownership by Iconix China			Value of Investment As of September 30,2015
Candie’s	Candies Shanghai Fashion Co., Ltd.		20	%	$	9,494
Marc Ecko	Shanghai MuXiang Apparel & Accessory Co. Ltd.		15	%		2,293
Royal Velvet	Bai Shi Kou International (Qingdao) Home Products Co. Ltd.		20	%		56
Material Girl	Ningbo Material Girl Fashion Co., Ltd.		20	%		4,239
Ed Hardy	Tangli International Holdings Ltd.		20	%		12,286
Ecko Unltd	Ai Xi Enterprise (Shanghai) Co. Limited.		20	%		11,102
					$	39,470

Cost Method Investments

The following investments are carried at cost:

Marcy Media Holdings, LLC

In July 2013, the Company purchased a minority interest in Marcy Media Holdings, LLC (“MM Holdings”), resulting in the Company’s indirect ownership of a 5% interest in Roc Nation, LLC for $32 million. At inception, the Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company that Marcy Media is not a VIE and not subject to consolidation. As the Company does not have significant influence over Marcy Media, its investment has been recorded under the cost method of accounting.

Complex Media Inc.

In September 2013, the Company purchased convertible preferred shares, on an as-converted basis as of December 31, 2014, equaling an approximate 14.4% minority interest in Complex Media Inc. (“Complex Media”), a multi-media lifestyle company which, among other things, owns Complex magazine and its online counterpart, Complex.com, for $25 million. At inception, the Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company that Complex Media is not a VIE and not subject to consolidation. As the Company does not have significant influence over Complex Media, its investment has been recorded under the cost method of accounting.

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Gains on Sale of Trademarks

9 Months Ended

Sep. 30, 2015

Goodwill And Intangible Assets Disclosure [Abstract]

Gains on Sale of Trademarks

4. Gains on Sale of Trademarks

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

	Nine Months Ended September 30,
	2014 (restated)
Sharper Image-eCommerce/Domain Name	$	6,399
Total gains on sale of trademarks	$	6,399

There were no gains on sale of trademarks in the Current Quarter, Current Nine Months or Prior Year Quarter.

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Fair Value Measurements

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

Fair Value Measurements

5. Fair Value Measurements

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

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

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

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

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

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

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

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

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

Hedge Instruments

From time to time, the Company will purchase hedge instruments to mitigate income statement risk and cash flow risk of revenue and receivables. As of September 30, 2015, the Company had no hedge instruments other than the 2.50% Convertible Note Hedges and 1.50% Convertible Note Hedges (see Note 6).

Financial Instruments

As of September 30, 2015 and December 31, 2014, the fair values of cash, receivables and accounts payable approximated their carrying values due to the short-term nature of these instruments. The fair value of notes receivable and notes payable from and to our joint venture partners approximate their carrying values. The fair value of our cost method investments is not readily determinable and it is not practical to obtain the information needed to determine the value. However, there has been no indication of an impairment of these cost method investments as of September 30, 2015 and December 31, 2014. The estimated fair values of other financial instruments subject to fair value disclosures, determined based on Level One inputs including broker quotes or quoted market prices or rates for the same or similar instruments and the related carrying amounts are as follows:

	September 30, 2015				December 31, 2014
	CarryingAmount		Fair Value		CarryingAmount		Fair Value
Long-term debt, including current portion	$	1,471,642	$	1,418,987	$	1,394,077	$	1,601,418

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 investment or commercial banks with significant experience with such instruments as well as certain of our joint venture partners – see Note 3.

Non-Financial Assets and Liabilities

The Company accounts for non-recurring adjustments to the fair values of its non-financial assets and liabilities under ASC 820 using a market participant approach. The Company uses a discounted cash flow model with Level 3 inputs to measure the fair value of its non-financial assets and liabilities. The Company also adopted the provisions of ASC 820 as it relates to purchase accounting for its acquisitions. The Company has goodwill, which is tested for impairment at least annually, as required by ASC 350- “Intangibles- Goodwill and Other”, (“ASC 350”). Further, in accordance with ASC 350, the Company’s indefinite-lived trademarks are tested for impairment at least annually, on an individual basis as separate single units of accounting. Similarly, consistent with ASC 360- “Property, Plant and Equipment” (“ASC 360”), as it relates to accounting for the impairment or disposal of long-lived assets, the Company assesses whether or not there is impairment of the Company’s definite-lived trademarks. There was no impairment, and therefore no write-down, of any of the Company’s long-lived assets during the Current Nine Months or Prior Year Nine Months.

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Debt Arrangements

9 Months Ended

Sep. 30, 2015

Debt Disclosure [Abstract]

Debt Arrangements

6. Debt Arrangements

The Company’s net carrying amount of debt is comprised of the following:

	September 30, 2015		December 31, 2014
Senior Secured Notes	$	728,189	$	774,030
1.50% Convertible Notes		353,032		339,943
2.50% Convertible Notes		290,421		280,104
Variable Funding Note		100,000		—
Total	$	1,471,642	$	1,394,077

Senior Secured Notes and Variable Funding Note

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

Simultaneously with the issuance of the 2012 Senior Secured Notes, the Co-Issuers also entered into a revolving financing facility of Series 2012-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”), which allows for the funding of up to $100 million of Variable Funding Notes and certain other credit instruments, including letters of credit. The Variable Funding Notes were issued under the Indenture and allow for drawings on a revolving basis. Drawings and certain additional terms related to the Variable Funding Notes are governed by the Class A-1 Note Purchase Agreement dated November 29, 2012 (the “Variable Funding Note Purchase Agreement”), among the Co-Issuers, Iconix, as manager, certain conduit investors, financial institutions and funding agents, and Barclays Bank PLC, as provider of letters of credit, as swing line lender and as administrative agent. The Variable Funding Notes will be governed, in part, by the Variable Funding Note Purchase Agreement and by certain generally applicable terms contained in the Indenture. Interest on the Variable Funding Notes will be payable at per annum rates equal to the CP Rate, Base Rate or Eurodollar Rate, as defined in the Variable Funding Note Purchase Agreement.

In February 2015, the Company received $100.0 million proceeds from the Variable Funding Notes. There is a commitment fee on the unused portion of the Variable Funding Notes facility of 0.5% per annum. It is anticipated that any outstanding principal of and interest on the Variable Funding Notes will be repaid in full on or prior to January 2018. Following the anticipated repayment date, additional interest will accrue on the Variable Funding Notes equal to 5% per annum. The Variable Funding Notes and other credit instruments issued under the Variable Funding Note Purchase Agreement are secured by the collateral described below.

On June 21, 2013, the Co-Issuers issued $275.0 million aggregate principal amount of Series 2013-1 4.352% Senior Secured Notes, Class A-2 (the “2013 Senior Secured Notes” and, together with the 2012 Senior Secured Notes, the “Senior Secured Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended.

The Senior Secured Notes and the Variable Funding Notes are referred to collectively as the “Notes.” The Notes were issued in securitization transactions pursuant to which substantially all of Iconix’s United States and Canadian revenue-generating assets (the “Securitized Assets”), consisting principally of its intellectual property and license agreements for the use of its intellectual property, were transferred to and are currently held by the Co-Issuers. The Securitized Assets do not include revenue generating assets of (x) the Iconix subsidiaries that own the Badgley Mischka trademark, the Ecko Unltd trademark, the Mark Ecko trademark, the Umbro trademark, the Lee Cooper trademark, and the Strawberry Shortcake trademark, (y) the Iconix subsidiaries that own Iconix’s other brands outside of the United States and Canada or (z) the joint ventures in which Iconix and certain of its subsidiaries have investments and which own the Artful Dodger trademark, the Modern Amusement trademark and the Buffalo trademark, the Pony trademark, the Nick Graham trademark, the Hydraulic trademark and a 50% interest in the Ice Cream trademark, and the Billionaire Boys Club trademark.

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

While the Notes are outstanding, payments of interest are required to be made on the Senior Secured Notes on a quarterly basis. To the extent funds are available, principal payments in the amount of $10.5 million and $4.8 million are required to be made on the 2012 Senior Secured Notes and 2013 Senior Secured Notes, respectively, on a quarterly basis.

The legal final maturity date of the Senior Secured Notes is in January of 2043, but it is anticipated that, unless earlier prepaid to the extent permitted under the Indenture, the Senior Secured Notes will be repaid in January of 2020. If the Co-Issuers have not repaid or refinanced the Senior Secured Notes prior to the anticipated repayment date, additional interest will accrue on the Senior Secured Notes equal to the greater of (A) 5% per annum and (B) a per annum interest rate equal to the excess, if any, by which the sum of (i) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the anticipated repayment date of the United States treasury security having a term closest to 10 years plus (ii) 5% plus (iii) with respect to the 2012 Senior Secured Notes, 3.4%, or with respect to the 2013 Senior Secured Notes, 3.14%, exceeds the original interest rate. The Senior Secured Notes rank pari passu with the Variable Funding Notes.

Pursuant to the Indenture, the Notes are the joint and several obligations of the Co-Issuers only. The Notes are secured under the Indenture by a security interest in substantially all of the assets of the Co-Issuers (the “Collateral”), which includes, among other things, (i) intellectual property assets, including the U.S. and Canadian registered and applied for trademarks for the following brands and other related IP assets: Candie’s, Bongo, Joe Boxer (excluding Canadian trademarks, none of which are owned by Iconix), Rampage, Mudd, London Fog (other than the trademark for outerwear products sold in the United States), Mossimo, Ocean Pacific and OP, Danskin and Danskin Now, Rocawear, Starter, Waverly, Fieldcrest, Royal Velvet, Cannon, Charisma, and Sharper Image (other than for a “Sharper Image” branded website or catalog in the United States and other specified jurisdictions); (ii) the rights (including the rights to receive payments) and obligations under all license agreements for use of those trademarks; (iii) the following equity interests in the following joint ventures: an 85% interest in Hardy Way LLC which owns the Ed Hardy brand, a 50% interest in MG Icon LLC which owns the Material Girl and Truth or Dare brands, a 100% interest in ZY Holdings LLC which owns the Zoo York brand, and an 80% interest in Peanuts Holdings LLC which owns the Peanuts brand and characters; and (iv) certain cash accounts established under the Indenture.

If the Company contributes a newly organized, limited purpose, bankruptcy remote entity (each an “Additional IP Holder” and, together with the Co-Issuers, the “Securitization Entities”) to Icon Brand Holdings LLC or Icon DE Intermediate Holdings LLC, that Additional IP Holder will enter into a guarantee and collateral agreement in a form provided for in the Base Indenture pursuant to which such Additional IP Holder will guarantee the obligations of the Co-Issuers in respect of any Notes issued under the Base Indenture and the other related documents and pledge substantially all of its assets to secure those guarantee obligations pursuant to a guarantee and collateral agreement.

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

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

The Notes are also subject to customary rapid amortization events provided for in the Indenture, including events tied to (i) the failure to maintain a stated debt service coverage ratio, which tests the amount of net cash flow generated by the assets of the Co-Issuers against the amount of debt service obligations of the Co-Issuers (including any commitment fees and letter of credit fees with respect to the Variable Funding Notes, due and payable accrued interest, and due and payable scheduled principal payments on the Senior Secured Notes), (ii) certain manager termination events, (iii) the occurrence of an event of default and (iv) the failure to repay or refinance the Notes on the anticipated repayment date. If a rapid amortization event were to occur, Icon DE Intermediate Holdings LLC and Icon Brand Holdings LLC would be restricted from declaring or paying distributions on any of its limited liability company interests.

The Company used approximately $150.4 million of the proceeds received from the issuance of the 2012 Senior Secured Notes to repay amounts outstanding under its revolving credit facility (see below) and approximately $20.9 million to pay the costs associated with the 2012 Senior Secured Notes financing transaction. In addition approximately $218.3 million of the proceeds from the 2012 Senior Secured Notes were used for the Company’s purchase of the Umbro brand. The Company used approximately $7.2 million of the proceeds received from the issuance of the 2013 Senior Secured Notes to pay the costs associated with the 2013 Senior Secured Notes securitized financing transaction.

In June 2014, the Company sold the “sharperimage.com” domain name and the exclusive right to use the Sharper Image trademark in connection with the operation of a branded website and catalog distribution in specified jurisdictions, in which the Senior Secured Notes had a security interest pursuant to the Indenture. As a result of this permitted disposition, the Company paid an additional $1.6 million in principal in July 2014.

As of September 30, 2015 and December 31, 2014, the total principal balance of the Notes was $828.2 million and $774.0 million, respectively, of which $61.1 million is included in the current portion of long-term debt on the Company’s unaudited condensed consolidated balance sheet. As of September 30, 2015 and December 31, 2014, $51.9 million and $59.6 million, respectively, is included in restricted cash on the unaudited condensed consolidated balance sheet and represents short-term restricted cash consisting of collections on behalf of the Securitized Assets, restricted to the payment of principal, interest and other fees on a quarterly basis under the Senior Secured Notes.

For the Current Quarter and Prior Year Quarter, cash interest expense related to the Notes was approximately $8.9 million and $8.7 million, respectively.  For the Current Nine Months and the Prior Year Nine Months, cash interest expense related to the Notes was approximately $26.0 million and $26.7 million, respectively.

1.50% Convertible Notes

On March 18, 2013, the Company completed the issuance of $400.0 million principal amount of the Company’s 1.50% convertible senior subordinated notes due March 15, 2018 (“1.50% Convertible Notes”) in a private offering to certain institutional investors. The net proceeds received by the Company from the offering, excluding the net cost of hedges and sale of warrants (described below) and including transaction fees, were approximately $390.6 million.

The 1.50% Convertible Notes bear interest at an annual rate of 1.50%, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2013. However, the Company recognizes an effective interest rate of 6.50% on the carrying amount of the 1.50% Convertible Notes. The effective rate is based on the rate for a similar instrument that does not have a conversion feature. The 1.50% Convertible Notes will be convertible into cash and, if applicable, shares of the Company’s common stock based on a conversion rate of 32.4052 shares of the Company’s common stock, subject to customary adjustments, per $1,000 principal amount of the 1.50% Convertible Notes (which is equal to an initial conversion price of approximately $30.86 per share) only under the following circumstances: (1) during any fiscal quarter beginning after December 15, 2017 (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 and including 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 consecutive business day period immediately following any five consecutive trading day period in which the trading price per $1,000 principal amount of the 1.50% 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 1.50% Convertible Notes; (3) if specified distributions to holders of the Company’s common stock are made, as set forth in the indenture governing the 1.50% Convertible Notes (“1.50% Indenture”); (4) if a “change of control” or other “fundamental change,” each as defined in the 1.50% Indenture, occurs; and (5) during the 90 day period prior to maturity of the 1.50% Convertible Notes. If the holders of the 1.50% 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 1.50% 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 1.50% Convertible Notes as a current liability in the following quarter. The evaluation of the classification of amounts outstanding associated with the 1.50% 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 1.50% Convertible Note or (b) the conversion value, determined in the manner set forth in the 1.50% Indenture. If the conversion value exceeds the principal amount of the 1.50% Convertible Notes 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 1.50% Convertible Notes may require the Company to purchase all or a portion of their 1.50% Convertible Notes at a purchase price equal to 100% of the principal amount of the 1.50% Convertible Notes, plus accrued and unpaid interest, if any.  Holders of the 1.50% Convertible Notes who convert their 1.50% Convertible Notes in connection with a fundamental change may be entitled to a make-whole premium in the form of an increase in the conversion rate.

Pursuant to guidance issued under ASC 815- “Derivatives and Hedging” (“ASC 815”), the 1.50% Convertible Notes are accounted for as convertible debt in the accompanying consolidated balance sheet and the embedded conversion option in the 1.50% Convertible Notes has not been accounted for as a separate derivative. For a discussion of the effects of the 1.50% Convertible Notes and the 1.50% Convertible Notes Hedges and Sold Warrants defined and discussed below on earnings per share, see Note 6.

As of September 30, 2015 and December 31, 2014, the amount of the 1.50% Convertible Notes accounted for as a liability was approximately $353.0 million and $339.9 million, respectively, and is reflected on the consolidated balance sheet as follows:

	September 30, 2015		December 31, 2014
Equity component carrying amount	$	49,931	$	49,931
Unamortized discount		46,967		60,057
Net debt carrying amount		353,032		339,943

For the Current Quarter and Prior Year Quarter, the Company recorded additional non-cash interest expense of approximately $4.6 million and $3.9 million, respectively, representing the difference between the stated interest rate on the 1.50% Convertible Notes and the rate for a similar instrument that does not have a conversion feature.

For the Current Nine Months and Prior Year Nine Months, the Company recorded additional non-cash interest expense of approximately $12.4 million and $11.4 million, respectively, representing the difference between the stated interest rate on the 1.50% Convertible Notes and the rate for a similar instrument that does not have a conversion feature.

For each of the Current Quarter and Prior Year Quarter, cash interest expense relating to the 1.50% Convertible Notes was approximately $1.5 million.

For each of the Current Nine Months and Prior Year Nine Months, cash interest expense relating to the 1.50% Convertible Notes was approximately $4.5 million.

The 1.50% Convertible Notes do not provide for any financial covenants.

On March 18, 2013, the Company used a portion of the proceeds from the 1.50% Convertible Notes to repurchase 2,964,000 shares of its common stock in a private transaction with a third party for $69.0 million. See note 6 for further information on our stock repurchase program.

In connection with the sale of the 1.50% Convertible Notes, the Company entered into hedges for the 1.50% Convertible Notes (“1.50% Convertible Note Hedges”) with respect to its common stock with one entity (the “1.50% Counterparty”). Pursuant to the agreements governing these 1.50% Convertible Note Hedges, the Company purchased call options (the “1.50% Purchased Call Options”) from the 1.50% Counterparty covering up to approximately 13.0 million shares of the Company’s common stock. These 1.50% Convertible Note Hedges are designed to offset the Company’s exposure to potential dilution upon conversion of the 1.50% 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 1.50% Purchased Call Options (which strike price corresponds to the initial conversion price of the 1.50% Convertible Notes and is simultaneously subject to certain customary adjustments). On March 13, 2013, the Company paid an aggregate amount of approximately $84.1 million of the proceeds from the sale of the 1.50% Convertible Notes for the 1.50% Purchased Call Options, of which $29.4 million was included in the balance of deferred income tax assets at March 13, 2013 and is being recognized over the term of the 1.50% Convertible Notes. As of September 30, 2015 and December 31, 2014, the balance of deferred income tax assets related to this transaction was approximately $14.5 million and $18.9 million, respectively.

The Company also entered into separate warrant transactions with the 1.50% Counterparty whereby the Company, pursuant to the agreements governing these warrant transactions, sold to the 1.50% Counterparty warrants (the “1.50% Sold Warrants”) to acquire up to approximately 13.0 million shares of the Company’s common stock at a strike price of $35.5173 per share of the Company’s common stock. The 1.50% Sold Warrants will become exercisable on June 18, 2018 and will expire by September 1, 2018. The Company received aggregate proceeds of approximately $57.7 million from the sale of the 1.50% Sold Warrants on March 13, 2013.

Pursuant to guidance issued under ASC 815 as it relates to accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, the 1.50% Convertible Note Hedge and the proceeds received from the issuance of the 1.50% 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 increase to additional paid-in-capital of $3.0 million in March 2013.

The Company has evaluated the impact of adopting guidance issued under ASC 815 regarding embedded features as it relates to the 1.50% Sold Warrants, and has determined it had no impact on the Company’s results of operations and financial position through September 30, 2015, and will have no impact on the Company’s results of operations and financial position in future fiscal periods.

As the 1.50% Convertible Note Hedge transactions and the warrant transactions were separate transactions entered into by the Company with the 1.50% Counterparty, they are not part of the terms of the 1.50% Convertible Notes and will not affect the holders’ rights under the 1.50% Convertible Notes. In addition, holders of the 1.50% Convertible Notes will not have any rights with respect to the 1.50% Purchased Call Options or the 1.50% Sold Warrants.

If the market value per share of the Company’s common stock at the time of conversion of the 1.50% Convertible Notes is above the strike price of the 1.50% Purchased Call Options, the 1.50% Purchased Call Options entitle the Company to receive from the 1.50% 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 1.50% Convertible Notes, based on the excess of the then current market price of the Company’s common stock over the strike price of the 1.50% Purchased Call Options. Additionally, if the market price of the Company’s common stock at the time of exercise of the 1.50% Sold Warrants exceeds the strike price of the 1.50% Sold Warrants, the Company will owe the 1.50% Counterparty net shares of the Company’s common stock or cash, not offset by the 1.50% 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 1.50% Sold Warrants.

These transactions will generally have the effect of increasing the conversion price of the 1.50% Convertible Notes to $35.5173 per share of the Company’s common stock, representing a 52.5% percent premium based on the last reported sale price of the Company’s common stock of $23.29 per share on March 12, 2013.

Moreover, in connection with the warrant transactions with the 1.50% Counterparty, to the extent that the price of the Company’s common stock exceeds the strike price of the 1.50% Sold Warrants, the warrant transactions could have a dilutive effect on the Company’s earnings per share.

2.50% Convertible Notes

On May 23, 2011, the Company completed the issuance of $300.0 million principal amount of the Company’s 2.50% convertible senior subordinated notes due June 2016 (“2.50% Convertible Notes”) in a private offering to certain institutional investors. The net proceeds received by the Company from the offering, excluding the net cost of hedges and sale of warrants (described below) and including transaction fees, were approximately $291.6 million. The Company’s current intention is to refinance the 2.50% Convertible Notes.

The 2.50% Convertible Notes bear interest at an annual rate of 2.50%, payable semi-annually in arrears on June 1 and December 1 of each year, beginning December 1, 2011. However, the Company recognizes an effective interest rate of 7.25% on the carrying amount of the 2.50% Convertible Notes. The effective rate is based on the rate for a similar instrument that does not have a conversion feature. The 2.50% Convertible Notes will be convertible into cash and, if applicable, shares of the Company’s common stock based on a conversion rate of 32.5169 shares of the Company’s common stock, subject to customary adjustments, per $1,000 principal amount of the 2.50% Convertible Notes (which is equal to an initial conversion price of approximately $30.75 per share) only under the following circumstances: (1) during any fiscal quarter beginning after June 30, 2011 (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 2.50% 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 2.50% Convertible Notes; (3) if specified distributions to holders of the Company’s common stock are made, as set forth in the indenture governing the 2.50% Convertible Notes (“2.50% Indenture”); (4) if a “change of control” or other “fundamental change,” each as defined in the 2.50% Indenture, occurs; and (5) during the 90 day period prior to maturity of the 2.50% Convertible Notes. If the holders of the 2.50% 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 2.50% 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 2.50% Convertible Notes as a current liability in the following quarter. The evaluation of the classification of amounts outstanding associated with the 2.50% 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 2.50% Convertible Note or (b) the conversion value, determined in the manner set forth in the 2.50% Indenture. If the conversion value exceeds the principal amount of the 2.50% Convertible Notes 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 2.50% Convertible Notes may require the Company to purchase all or a portion of their 2.50% Convertible Notes at a purchase price equal to 100% of the principal amount of the 2.50% Convertible Notes, plus accrued and unpaid interest, if any.  Holders of the 2.50% Convertible Notes who convert their 2.50% Convertible Notes in connection with a fundamental change may be entitled to a make-whole premium in the form of an increase in the conversion rate.

Pursuant to guidance issued under ASC 815, the 2.50% Convertible Notes are accounted for as convertible debt in the accompanying consolidated balance sheet and the embedded conversion option in the 2.50% Convertible Notes has not been accounted for as a separate derivative. For a discussion of the effects of the 2.50% Convertible Notes and the 2.50% Convertible Notes Hedges and Sold Warrants defined and discussed below on earnings per share, see Note 8.

As of September 30, 2015 and December 31, 2014, the amount of the 2.50% Convertible Notes accounted for as a liability was approximately $290.4 million (which is included in current portion of long-term debt) and $280.1 million, respectively, and is reflected on the consolidated balance sheet as follows:

	September 30, 2015		December 31, 2014
Equity component carrying amount	$	35,996	$	35,996
Unamortized discount		9,579		19,896
Net debt carrying amount		290,421		280,104

For the Current Quarter and Prior Year Quarter, the Company recorded additional non-cash interest expense of approximately $3.3 million and $3.1 million, respectively, representing the difference between the stated interest rate on the 2.50% Convertible Notes and the rate for a similar instrument that does not have a conversion feature.

For the Current Nine Months and Prior Year Nine Months, the Company recorded additional non-cash interest expense of approximately $9.4 million and $8.8 million, respectively, representing the difference between the stated interest rate on the 2.50% Convertible Notes and the rate for a similar instrument that does not have a conversion feature.

For each of the Current Quarter and Prior Year Quarter, cash interest expense relating to the 2.50% Convertible Notes was approximately $1.9 million.

For each of the Current Nine Months and Prior Year Nine Months, cash interest expense relating to the 2.50% Convertible Notes was approximately $5.6 million.

The 2.50% Convertible Notes do not provide for any financial covenants.

In connection with the sale of the 2.50% Convertible Notes, the Company entered into hedges for the 2.50% Convertible Notes (“2.50% Convertible Note Hedges”) with respect to its common stock with two entities (the “2.50% Counterparties”). Pursuant to the agreements governing these 2.50% Convertible Note Hedges, the Company purchased call options (the “2.50% Purchased Call Options”) from the 2.50% Counterparties covering up to approximately 9.8 million shares of the Company’s common stock. These 2.50% Convertible Note Hedges are designed to offset the Company’s exposure to potential dilution upon conversion of the 2.50% 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 2.50% Purchased Call Options (which strike price corresponds to the initial conversion price of the 2.50% Convertible Notes and is simultaneously subject to certain customary adjustments). On May 23, 2011, the Company paid an aggregate amount of approximately $58.7 million of the proceeds from the sale of the 2.50% Convertible Notes for the 2.50% Purchased Call Options, of which $20.6 million was included in the balance of deferred income tax assets at May 23, 2011 and is being recognized over the term of the 2.50% Convertible Notes. As of September 30, 2015 and December 31, 2014, the balance of deferred income tax assets related to this transaction was approximately $2.8 million and $5.9 million, respectively.

The Company also entered into separate warrant transactions with the 2.50% Counterparties whereby the Company, pursuant to the agreements governing these warrant transactions, sold to the 2.50% Counterparties warrants (the “2.50% Sold Warrants”) to acquire up to 9.76 million shares of the Company’s common stock at a strike price of $40.6175 per share of the Company’s common stock. The 2.50% Sold Warrants will become exercisable on September 1, 2016 and will expire by the end of 2016. The Company received aggregate proceeds of approximately $28.8 million from the sale of the 2.50% Sold Warrants on May 23, 2011.

Pursuant to guidance issued under ASC 815 as it relates to accounting for derivative financial instruments indexed to, and potentially settled in, a company’s own stock, the 2.50% Convertible Note Hedge and the proceeds received from the issuance of the 2.50% 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 $9.4 million in May 2011.

The Company has evaluated the impact of adopting guidance issued under ASC 815 regarding embedded features as it relates to the 2.50% Sold Warrants, and has determined it had no impact on the Company’s results of operations and financial position through September 30, 2015, and will have no impact on the Company’s results of operations and financial position in future fiscal periods.

As the 2.50% Convertible Note Hedge transactions and the warrant transactions were separate transactions entered into by the Company with the 2.50% Counterparties, they are not part of the terms of the 2.50% Convertible Notes and will not affect the holders’ rights under the 2.50% Convertible Notes. In addition, holders of the 2.50% Convertible Notes will not have any rights with respect to the 2.50% Purchased Call Options or the 2.50% Sold Warrants.

If the market value per share of the Company’s common stock at the time of conversion of the 2.50% Convertible Notes is above the strike price of the 2.50% Purchased Call Options, the 2.50% Purchased Call Options entitle the Company to receive from the 2.50% 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 2.50% Convertible Notes, based on the excess of the then current market price of the Company’s common stock over the strike price of the 2.50% Purchased Call Options. Additionally, if the market price of the Company’s common stock at the time of exercise of the 2.50% Sold Warrants exceeds the strike price of the 2.50% Sold Warrants, the Company will owe the 2.50% Counterparties net shares of the Company’s common stock or cash, not offset by the 2.50% 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 2.50% Sold Warrants.

These transactions will generally have the effect of increasing the conversion price of the 2.50% Convertible Notes to $40.6175 per share of the Company’s common stock, representing a 75% percent premium based on the last reported sale price of the Company’s common stock of $23.21 per share on May 17, 2011.

Moreover, in connection with the warrant transactions with the 2.50% Counterparties, to the extent that the price of the Company’s common stock exceeds the strike price of the 2.50% Sold Warrants, the warrant transactions could have a dilutive effect on the Company’s earnings per share.

Debt Maturities

As of September 30, 2015, the Company’s debt maturities on a calendar year basis are as follows:

	Total		Oct 1 through December 31, 2015		2016		2017		2018		2019		Thereafter
Senior Secured Notes	$	728,189	$	15,282	$	61,123	$	61,123	$	61,123	$	61,123	$	468,415
1.50% Convertible Notes(1)	$	353,032		—		—		—		353,032				—
2.50% Convertible Notes(2)	$	290,421		—		290,421		—		—		—		—
Variable Funding Notes	$	100,000								100,000
Total	$	1,471,642	$	15,282	$	351,544	$	61,123	$	514,155	$	61,123	$	468,415

⁽¹⁾ Reflects the net debt carrying amount of the 1.50% Convertible Notes in the consolidated balance sheet as of September 30, 2015, in accordance with accounting for convertible notes. The principal amount owed to the holders of the 1.50% Convertible Notes is $400.0 million.

⁽²⁾ Reflects the net debt carrying amount of the 2.50% Convertible Notes in the consolidated balance sheet as of September 30, 2015, in accordance with accounting for convertible notes. The principal amount owed to the holders of the 2.50% Convertible Notes is $300.0 million.

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Stockholders' Equity

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

Stockholders' Equity

7. Stockholders’ Equity

Stock Repurchase Program

In October 2011, the Company’s Board of Directors authorized a program to repurchase up to $200 million of the Company’s common stock over a period of approximately three years (the “2011 Program”). In February 2013, the Company’s Board of Directors authorized another program to repurchase up to $300 million of the Company’s common stock over a three year period (the “February 2013 Program”). This program was in addition to the 2011 Program, which was fully expended as of February 27, 2013. In July 2013, the Company’s Board of Directors authorized a program to repurchase up to $300 million of the Company’s common stock over a period of approximately three years (“July 2013 Program”). The July 2013 Program was in addition to the February 2013 Program, which was fully expended on August 15, 2013. In February 2014, the Company’s Board of Directors authorized another program to repurchase up to $500 million of the Company’s common stock over a three year period (the “February 2014 Program” and together with the 2011 Program and the February 2013 Program, the “Repurchase Programs”). The February 2014 Program is in addition to the July 2013 Program.

The following table illustrates the activity under the Repurchase Programs, in the aggregate, for the Current Nine Months, FY 2014, FY 2013, FY 2012 and FY 2011:

	# of shares repurchased as part of stock repurchase programs		Cost of shares repurchased (in 000’s)		Weighted Average Price
Q3 YTD 2015		360,000	$	12,391	$	34.42
FY 2014		4,994,578		193,434		38.73
FY 2013		15,812,566		436,419		27.60
FY 2012		7,185,257		125,341		17.44
FY 2011		1,150,000		19,138		16.64
Total, FY 2011 through September 30, 2015		29,502,401	$	786,723	$	26.67

As of September 30, 2015, $13.3 million and $500.0 million remained available for repurchase under the July 2013 Program and February 2014 Program, respectively.  

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 3.0 million 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.

On August 15, 2012, the Company’s stockholders approved the Company’s Amended and Restated 2009 Plan (“Amended and Restated 2009 Plan”), which, among other items and matters, increased the shares available under the 2009 Plan by an additional 4.0 million shares to a total of 7.0 million shares issuable under the Amended and Restated 2009 Plan and extended the 2009 Plan termination date through August 15, 2022.

Shares Reserved for Issuance

At September 30, 2015, 2,124,475 common shares were reserved for issuance under the Amended and Restated 2009 Plan. At September 30, 2015 there were no common shares available for issuance under any previous Company plan.

Stock Options and Warrants

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.

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

Summaries of the Company’s stock options, warrants (other than warrants issued related to our 1.50% Convertible Notes and 2.50% Convertible Notes) and performance related options activity, and related information for the Current Nine Months are as follows:

Options	Options			WeightedAverage Exercise Price
Outstanding at January 1, 2015		141,077		$	12.10
Granted		—			—
Canceled		—			—
Exercised		(15,000	)		16.33
Expired/Forfeited		(16,077	)		3.11
Outstanding at September 30, 2015		110,000		$	12.84
Exercisable at September 30, 2015		110,000		$	12.84

Warrants	Warrants		Weighted Average Exercise Price
Outstanding at January 1, 2015		20,000	$	6.65
Granted		—		—
Canceled		—		—
Exercised		—		—
Expired/Forfeited		—		—
Outstanding at September 30, 2015		20,000	$	6.65
Exercisable at September 30, 2015		20,000	$	6.65

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.

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			Weighted Average Grant Date Fair Value
Non-vested, January 1, 2015		2,699,732		$	22.40
Granted		203,229			25.55
Vested		(748,027	)		29.18
Forfeited/Canceled		(77,376	)		34.30
Non-vested, September 30, 2015		2,077,558		$	19.82

The Company has awarded time-based restricted shares of common stock to certain employees. The awards have restriction periods tied to employment and vest over a maximum period of 5 years. The cost of the time-based restricted stock awards, which is the fair market value on the date of grant net of estimated forfeitures, is expensed ratably over the vesting period. The Company has awarded performance-based restricted shares of common stock to certain employees. The awards have restriction periods tied to certain performance measures. The cost of the performance-based restricted stock awards, which is the fair market value on the date of grant net of estimated forfeitures, is expensed when the likelihood of those shares being earned is deemed probable.

Compensation expense related to restricted stock grants for the Current Quarter and Prior Year Quarter was approximately $3.9 million and $6.5 million, respectively. Compensation expense related to restricted stock grants for the Current Nine Months and Prior Year Nine Months was approximately $9.8 million and $14.7 million, respectively. An additional amount of $2.6 million of expense related to time-based restricted shares is expected to be expensed evenly over a period of approximately three years. During the Current Nine Months and Prior Year Nine Months, the Company repurchased shares valued at $15.5 million and $13.7 million, respectively, of its common stock in connection with net share settlement of restricted stock grants and option exercises. 

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Earnings Per Share

9 Months Ended

Sep. 30, 2015

Earnings Per Share [Abstract]

Earnings Per Share

8. Earnings Per Share

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

For the Current Quarter, of the total potentially dilutive shares related to restricted stock-based awards, stock options and warrants, approximately 1.3 million were anti-dilutive, as compared to approximately 0.1 million shares that were anti-dilutive for the Prior Year Quarter. For the Current Nine Months, of the total potentially dilutive shares related to restricted stock-based awards, stock options and warrants, less than 0.1 million were anti-dilutive, as compared to approximately 0.1 million shares that were anti-dilutive for the Prior Year Nine Months.

For the Current Quarter and Prior Year Quarter, approximately 0.2 million and less than 0.1 million, respectively, of the performance related restricted stock-based awards issued in connection with the Company’s named executive officers were anti-dilutive.  For the Current Nine Months and Prior Year Nine Months, less than 0.1 million of the performance related restricted stock-based awards issued in connection with the Company’s named executive officers were anti-dilutive.

For the Current Quarter and Current Nine Months, warrants issued in connection with the Company’s 1.50% Convertible Notes financing and 2.50% Convertible Notes financing were anti-dilutive and therefore were not included in this calculation. For the Prior Year Quarter and Prior Year Nine Months, warrants issued in connection with the Company’s 1.50% Convertible Notes financing and 2.50% Convertible Notes financing were dilutive and therefore were included in this calculation.

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2015		2014		2015		2014
Basic		48,310		47,991		48,238		48,682
Effect of exercise of stock options		—		987		77		1,036
Effect of assuming vesting of performance related to    restricted stock-based awards		—		381				127
Effect of assumed vesting of restricted stock		—		1,387		1,388		1,369
Effect of convertible notes subject to conversion		—		5,753		783		5,411
Effect of convertible notes warrants subject to conversion		—		1,958		—		1,681
Diluted		48,310		58,457		50,486		58,306

For each of the Current Quarter, Prior Year Quarter, Current Nine Months and Prior Year Nine Months, the Company’s redeemable non-controlling interest had no impact on the Company’s earnings per share calculation.

See Note 6 for discussion of hedges related to our convertible notes.

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Commitments and Contingencies

9 Months Ended

Sep. 30, 2015

Commitments And Contingencies Disclosure [Abstract]

Commitments and Contingencies

9. Commitments and Contingencies

Legal Proceedings

Three securities class actions, respectively captioned Lazaro v. Iconix Brand Group, Inc. et al., Docket No. 1:15-cv-04981-PGG, Niksich v. Iconix Brand Group, Inc. et al., Docket No. 1:15-cv-04860-PGG and Haverhill Retirement System v. Iconix Brand Group, Inc. et al Docket No. 1:15 – cv 06658, are pending in the United States District Court for the Southern District of New York against the Company and certain former officers and one current officer (each, a “Class Action” and, together, the “Class Actions”). The plaintiffs in the Class Actions purport to represent a class of purchasers of the Company’s securities from February 20, 2013 to August 7, 2015, inclusive, and claim that the Company and individual defendants violated sections 10(b) and 20(a) of the Securities Exchange Act of 1934, as amended, by making allegedly false and misleading statements regarding certain aspects of the Company’s business operations and prospects. The Company and the individual defendants intend to vigorously defend against the claims.

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.

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Related Party Transactions

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

Related Party Transactions

10. Related Party Transactions

The Candie’s Foundation

The Candie’s Foundation is a charitable foundation founded by Neil Cole, the Company’s former Chairman and Chief Executive Officer, for the purpose of raising national awareness about the consequences of teenage pregnancy. As of September 30, 2015, the Company owed the Candie’s Foundation less than $0.1 million, and as of December 31, 2014, the Candie’s Foundation owed the Company less than $0.1 million. The Company intends to pay-off the entire amount due to the Candie’s Foundation during 2015.

Travel

The Company recorded expenses of $-0- in the Prior Year Quarter and $95 in the Prior Year Nine Months, for the hire and use of aircraft solely for business purposes owned by a company in which the Company’s former chairman, chief executive officer and president was the sole owner. There were no such expenses in the Current Quarter or Current Nine Months. Management believes that all transactions were made on terms and conditions no less favorable than those available in the marketplace from unrelated parties.

Other

The Company incurred advertising expenses with Complex Media, Inc. to promote certain of the Company’s men’s brands.  The Company owns a minority interest in Complex Media as discussed in Note 3.  There were no advertising expenses with Complex Media, Inc. for the Current Quarter as compared to less than $0.1 million in the Prior Year Quarter. There were no advertising expenses with Complex Media for the Current Nine Months as compared to less than $0.1 million in the Prior Nine Months.  There were no related accounts payable as of September 30, 2015 as compared to $0.1 million as of December 31, 2014.  Management believes that all transactions were made on terms and conditions no less favorable than those available in the marketplace from unrelated parties.

During each of the Current Quarter, the Prior Year Quarter, the Current Nine Months and the Prior Year Nine Months, the Company incurred less than $0.1 million in consulting fees in connection with a consulting arrangement entered into with Mark Friedman, a member of the Company’s Board of Directors, relating to the provision by Mr. Friedman of investor relations services.  

The Company has entered into certain license agreements in which the core licensee is also one of our joint venture partners.  For the Current Quarter, Prior Year Quarter, Current Nine Months and Prior Year Nine Months, the Company recognized the following royalty revenue amounts:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2015		2014		2015		2014
Joint Venture Partner
Global Brands Group Asia Limited(1)	$	1,450	$	1,569	$	4,073	$	4,916
Buffalo International ULC		3,651		2,786		8,474		7,627
Rise Partners, LLC / Top On International Group Limited		524		882		4,967		1,746
M.G.S. Sports Trading Limited		163		224		439		493
Pac Brands USA, Inc.		81		201		392		773
NGO, LLC		202		—		605		—
Albion Equity Partners LLC / GL Damek		568		502		1,895		957
Anthony L&S		545		—		1,455		—
Roc Nation		100		100		300		300
	$	7,284	$	6,264	$	22,600	$	16,812

⁽¹⁾ Global Brands Group Asia Limited also serves as agent to Peanuts Worldwide for the Greater China Territory for Peanuts brands.  For the Current Quarter and Prior Year Quarter, Global Brands Group Asia Limited earned fees of approximately $0.6 million and $0.7 million, respectively, in its capacity as agent to Peanuts Worldwide.  For the Current Nine Months and Prior Year Nine Months, Global Brands Group Asia Limited earned fees of approximately $2.1 million and $2.0 million, respectively, in its capacity as agent to Peanuts Worldwide.

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Segment and Geographic Data

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Segment and Geographic Data

11. Segment and Geographic Data

The Company identifies its operating segments according to how business activities are managed and evaluated. Prior to April 1, 2015, the Company had disclosed one reportable segment: licensing and other revenue. Following such quarter, the Company has reviewed its business activities, how they are managed and evaluated, and determined that it would reflect five distinct reportable operating segments: men’s, women’s, home, entertainment and corporate. Therefore, the Company has disclosed these reportable segments for the periods shown below. Since the Company does not track, manage and analyze its assets by segments, no disclosure of segmented assets is reported.

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

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015 (restated)			2014 (restated)			2015 (restated)			2014 (restated)
Licensing revenue:
Men's	$	23,347		$	24,938		$	73,328		$	76,833
Women's		33,260			31,056			109,391			107,811
Home		9,636			10,760			29,702			32,679
Entertainment		25,089			23,211			72,123			78,158
Corporate		—			—			—			—
	$	91,332		$	89,965		$	284,544		$	295,481
Operating income (loss):
Men's	$	7,771		$	11,738		$	41,892		$	45,448
Women's		24,352			27,354			89,475			98,033
Home		8,140			8,899			24,836			28,065
Entertainment		8,409			8,872			23,964			24,568
Corporate		(20,890	)		(11,086	)		(44,584	)		(23,964	)
	$	27,782		$	45,777		$	135,583		$	172,150
Licensing revenue by category:
Direct-to-retail license	$	36,160		$	35,433		$	123,703		$	125,518
Wholesale licenses		42,492			43,838			125,404			127,353
Other licenses		12,680			10,694			35,437			42,610
Other revenue		—			—			—			—
	$	91,332		$	89,965		$	284,544		$	295,481
Licensing revenue by geographic region:
United States	$	61,182		$	61,962		$	190,837		$	204,480
Japan		7,357			6,565			23,367			23,084
Other(1)		22,793			21,438			70,340			67,917
	$	91,332		$	89,965		$	284,544		$	295,481

⁽¹⁾ No single country represented 10% of the Company’s revenues in the periods presented.

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Income Taxes

9 Months Ended

Sep. 30, 2015

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

The Company computes its expected annual effective income tax rates in accordance with ASC 740 and makes changes on a quarterly basis as necessary based on certain factors such as changes in forecasted annual pre-tax income; changes to actual or forecasted permanent book to tax differences; impacts from future tax audits with state, federal or foreign tax authorities; impacts from tax law changes; or change in judgment as to the realizability of deferred tax assets. The Company identifies items which are not normal and are non-recurring in nature and treats these as discrete events. The tax effect of discrete items is recorded in the quarter in which the discrete events occur. Due to the volatility of these factors, the Company's consolidated effective income tax rate can change significantly on a quarterly basis.

The Company conducts business globally and, as a result, the Company or one or more of its subsidiaries files income tax returns in the U.S., various state and local, and foreign jurisdictions. The Company, joined by its domestic subsidiaries, files a consolidated income tax return for Federal income tax purposes.  In the normal course of business, the Company is subject to examination in such domestic and foreign jurisdictions.  The Company recognizes accrued interest and penalties related to uncertain tax positions in income tax expense.  There was no interest expense related to uncertain tax positions recognized during the Current Nine Months or the Prior Year Nine Months.

The Company’s consolidated effective tax rate was 117.9% and 35.1% for the Current Quarter and Prior Year Quarter, respectively. The Company’s consolidated effective tax rate was 34.1% and 30.9% for the Current Nine Months and Prior Year Nine Months, respectively.  

Management believes that an adequate provision has been made for any adjustments that may result from tax examinations; however, the outcome of tax audits cannot be predicted with certainty. If any issues addressed in the Company's tax audits are resolved in a manner not consistent with management's expectations, the Company could be required to adjust its provision for income tax in the period such resolution occurs.

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Other Assets- Current and Long-Term

9 Months Ended

Sep. 30, 2015

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Other Assets- Current and Long -Term

13. Other Assets- Current and Long-Term

Other Assets – Current

	September 30, 2015 (restated)		December 31, 2014
Other assets- current consisted of the following:
Notes receivables on sale of trademarks(2)	$	3,337	$	2,981
Note receivable in connection with Strawberry Shortcake    acquisition(1)		5,000		—
Due from AG (see Note 3)		3,397		—
Prepaid advertising		2,405		4,763
Prepaid expenses		1,445		853
Short-term receivable- Beagle note receivable (see Note 3)		—		2,085
Deferred charges		4,045		1,271
Prepaid taxes		5,943		26,468
Prepaid insurance		142		439
Due from related parties		3,599		3,450
Other current assets		10,244		1,778
	$	39,557	$	44,088

⁽¹⁾ The Note receivable in connection with Strawberry Shortcake acquisition represents amounts due from AG in respect of non-compete payments pursuant to a License Agreement entered into with AG simultaneously with the closing of the transaction.

⁽²⁾ Certain amounts due from our joint venture partners are presented net of redeemable non-controlling interest and non-controlling interest in the condensed consolidated balance sheet.  Refer to Note 3 for further details.

Other Assets – Long Term

	September 30,		December 31,
	2015 (restated)		2014
Other noncurrent assets consisted of the following:
Due from ABC	$	12,718	$	14,644
Notes receivable on sale of trademarks(2)		3,914		8,531
Note receivable in connection with Strawberry Shortcake    acquisition(1)		2,217		—
Prepaid Interest		8,716		9,265
Deposits		621		633
Other noncurrent assets		4,487		18,792
	$	32,673	$	51,865

⁽¹⁾ The Note receivable in connection with Strawberry Shortcake acquisition represents amounts due from AG in respect of non-compete payments pursuant to a License Agreement entered into with AG simultaneously with the closing of the transaction.

⁽²⁾ Certain amounts due from our joint venture partners are presented net of redeemable non-controlling interest and non-controlling interest in the condensed consolidated balance sheet.  Refer to Note 3 for further details.

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Other Liabilities - Current

9 Months Ended

Sep. 30, 2015

Other Liabilities Disclosure [Abstract]

Other Liabilities - Current

14. Other Liabilities – Current

As of September 30, 2015 and December 31, 2014, other current liabilities include amounts due to related parties of $1.7 million and $2.4 million, respectively, and amounts due to Purim related to the MG Icon acquisition of $2.0 million and $4.0 million, respectively. See Note 3 for further details of this transaction.

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Foreign Currency Translation

9 Months Ended

Sep. 30, 2015

Foreign Currency [Abstract]

Foreign Currency Translation

15. Foreign Currency Translation

The functional currency of Iconix Luxembourg and Red Diamond Holdings which are wholly owned subsidiaries of the Company, located in Luxembourg, is the Euro.  However the companies have certain dollar denominated assets, in particular cash and notes receivable, that are maintained in U.S. Dollars, which are required to be revalued each quarter. Due to fluctuations in currency in the Current Quarter and Current Nine Months, the Company recorded a $1.1 million currency translation loss and a $7.7 million currency translation gain, respectively, as compared to the Prior Year Quarter and Prior Year Nine Months, the Company recorded a $0.2 million currency translation loss and a $0.6 million currency translation loss, respectively, of which all are included in the unaudited condensed consolidated statement of operations.

Comprehensive income includes certain gains and losses that, under U.S. GAAP, are excluded from net income as such amounts are recorded directly as an adjustment to stockholders’ equity. Our comprehensive income is primarily comprised of net income and foreign currency translation gain or loss. During the Current Quarter and Current Nine Months, we recognized as a component of our comprehensive income, a foreign currency translation gain of $4.1 million and foreign currency translation loss of $26.6 million, respectively, due to changes in foreign exchange rates during the Current Quarter and Current Nine Months. During the Prior Year Quarter and Prior Year Nine Months, we recognized as a component of our comprehensive income, a foreign currency translation loss of $24.9 million and $28.3 million, respectively, due to changes in foreign exchange rates during the Prior Year Quarter and Prior Year Nine Months.

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Accounting Pronouncements

9 Months Ended

Sep. 30, 2015

Accounting Changes And Error Corrections [Abstract]

Accounting Pronouncements

16. Accounting Pronouncements

Recent Accounting Pronouncements

In September 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2015-16, which simplifies the accounting under ASC Topic 805 for adjustments made during the measurement period to provisional amounts recognized in a business combination. The amendments in this update require that the acquirer recognize adjustments to provisional amounts that are identified during the measurement period in the reporting period in which the adjustment amount is determined.  The acquirer is required to also record, in the same period’s financial statements, the effect on earnings of changes in depreciation, amortization, or other income effects, if any, as a result of the change to the provisional amounts, calculated as if the accounting had been completed at the acquisition date.  In addition an entity is required to present separately on the face of the income statement or disclose in the notes to the financial statements the portion of the amount recorded in current-period earnings by line item that would have been recorded in previous reporting periods if the adjustment to the provisional amounts had been recognized as of the acquisition date.  This ASU is effective for annual and interim periods beginning after December 15, 2015. Early adoption is allowed for all entities for financial statements that have not been previously issued. The Company will adopt the new standard effective January 1, 2016.

In April 2015, the FASB issued ASU No. 2015-03, which changes the presentation of debt issuance costs in financial statements. Under this ASU, an entity presents such costs in the balance sheet as a direct deduction from the related debt liability rather than as an asset. Amortization of the costs is reported as interest expense. The standards’ core principle is debt issuance costs related to a note shall be reported in the balance sheet as a direct deduction from the face amount of that note and that amortization of debt issuance costs also shall be reported as interest expense. This ASU is effective for annual and interim periods beginning after December 15, 2015. Early adoption is allowed for all entities for financial statements that have not been previously issued. Entities would apply the new guidance retrospectively to all prior periods (i.e., the balance sheet for each period is adjusted). The Company will adopt the new standard effective January 1, 2016.

In April 2015, the FASB issued ASU No. 2015-05, Customers' Accounting for Fees Paid in a Cloud Computing Arrangement ("ASU 2015-05"). ASU 2015-05 will help entities evaluate the accounting for fees paid by a customer in a cloud computing arrangement by providing guidance as to whether an arrangement includes the sale or license of software. ASU 2015-05 is effective for annual periods, including interim periods within those annual periods, beginning after December 15, 2015. We are currently evaluating the impact of adopting this guidance.

In May 2014, FASB issued ASU 2014-09, “Revenue from Contracts with Customers (Topic 606),” which is the new comprehensive revenue recognition standard that will supersede all existing revenue recognition guidance under U.S. GAAP. The standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to a customer in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This ASU is effective for annual and interim periods beginning on or after December 15, 2017, and early adoption will be permitted as of the original effective date of December 15, 2016 in ASU 2014-09. Companies will have the option of using either a full retrospective approach or a modified approach to adopt the guidance in the ASU. We are currently evaluating the impact of adopting this guidance.

In April 2014, the FASB issued ASU No. 2014-08 (“ASU 2014-08”) “Presentation of Financial Statements (Topic 205) and Property, Plant, and Equipment (Topic 360): Reporting Discontinued Operations and Disclosures of Disposals of Components of an Entity.” ASU 2014-08 raises the threshold for a disposal to qualify as a discontinued operation and requires new disclosures of both discontinued operations and certain other disposals that do not meet the definition of a discontinued operation. This ASU was effective for annual periods beginning on or after December 15, 2014. Early adoption was permitted but only for disposals that were not reported in financial statements previously issued. The Company adopted ASU 2014-08 on January 1, 2015, and it had no impact on the unaudited condensed consolidated financial statements.

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Other Matters

9 Months Ended

Sep. 30, 2015

Other Matters Disclosure [Abstract]

Other Matters

17. Other Matters

The Company is currently in a comment letter process with the Staff of the Securities and Exchange Commission relating to an ongoing periodic review of the Company's Form 10-K for the year ended December 31, 2014. The current correspondence relates to the accounting treatment for the formation of the Company's international joint ventures under U.S. Generally Accepted Accounting Principles and whether such joint ventures should potentially have been consolidated in the Company's historical results. The Company's Board of Directors also formed a Special Committee consisting of independent directors to review the accounting treatment related to certain of the Company's international joint venture and other transactions.  The Special Committee has completed its review as of the date of this Form 10-Q.  See Note 18 for further information on the result of the Special Committee’s review.

On August 5, 2015, Mr. Cole resigned as the Company’s Chairman of the Board, President, Chief Executive Officer and as a director of the Company effective immediately. Upon Mr. Cole’s resignation, Mr. F. Peter Cuneo, a member of the Company’s Board of Directors, was appointed the Company’s Chairman of the Board and Interim Chief Executive Officer.  Under the terms of a binding term sheet with Mr. Cole, the Company recognized a one-time pre-tax charge of approximately $4.6 million in the Current Quarter.  Under the terms of Mr. Cuneo’s agreement as Interim Chief Executive Officer, the Company recognized a one-time pre-tax charge of approximately $1.2 million in the Current Quarter.  

As a result of a comprehensive review of the Company’s license agreements and relationships with its licensees and based on current business conditions, the Company increased its provision for doubtful accounts and wrote off uncollectible accounts, which in the aggregate amounted to bad debt expense of approximately $12.2 million, which is included in the Company’s selling, general and administrative expenses for the Current Quarter.

During the Current Quarter and Current Nine Months, the Company included in its selling, general and administrative expenses approximately $4.1 million and $6.5 million, respectively, of charges for professional fees associated with the continuing correspondence with the Staff of the SEC, the Special Committee’s review, and severance costs related to the transition of the Company’s management (which excludes the $4.6 million noted above under the terms of a binding term sheet with Mr. Cole.)

During the Company’s preparation of its 2014 Federal tax return it was determined that an adjustment of approximately $3.8 million was necessary, which is included in the provision for income taxes for the Current Quarter.  

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Restatement

9 Months Ended

Sep. 30, 2015

Accounting Changes And Error Corrections [Abstract]

Restatement

18. Restatement

SEC Comment Letter Process

As previously disclosed, the Company has been engaged in a comment letter process with the Staff of the SEC relating to an ongoing review of the Company’s Form 10-K for the year ended December 31, 2014.  The Company has responded to the Staff with a Confirming Letter on all of the questions the Staff has raised, and remains in a dialogue with the SEC Staff relating to those and certain other comments related to the Company’s future disclosures.  As a result of the comment letter process, the Company’s management team, Audit Committee and the Board have reviewed the Company’s financial statements and assessed the accounting treatment applied by the Company to its joint ventures and other sales of intellectual property.  

Based on this review and assessment, the Board, the Audit Committee and the Company’s management team, on February 11, 2016, concluded that the Company would restate its historical financial statements (the “Restatement”) to address the following accounting matters: (i) consolidate the financial statements of the Iconix Canada, Iconix Israel, Iconix Southeast Asia, Iconix MENA and LC Partners US joint ventures with the Company’s financial statements, and eliminate the previously reported gains on sale which were recorded at the time these transactions were consummated (including subsequent June 2014 and September 2014 transactions with respect to Iconix Southeast Asia), (ii) record the recalculated cost basis of the trademarks contributed to certain joint ventures which are recorded under the equity method of accounting at the time of consummation of the transactions (which also affected years prior to FY 2013 and is effectuated in the consolidated balance sheets contained herein), (iii) record the recalculated cost basis of the Umbro brand in the territory of Korea (which closed in December 2013) and the e-commerce and U.S. catalog rights in respect of the Sharper Image brand (which closed in June 2014) to determine the amount of the gain that should have been recorded at the time of the sale, (iv) reclassify the presentation of its statement of operations to reflect gains on sales of trademarks (to joint ventures or third parties) as a separate line item above the Operating Income line, and not as revenue as historically reflected, and (v) reclassify the Equity Earnings on Joint Ventures line to above the Operating Income line, from its previous location within the Other Expenses section.

In conjunction with the Company’s consolidation of the joint ventures noted above, the Company also adjusted its historical financial statements to properly reflect the consideration from joint venture partners (“the redemption value”) as redeemable non-controlling interest for the Iconix Southeast Asia, Iconix MENA and LC Partners US joint ventures as of the date of the formation of the joint venture.  For each reporting period subsequent to the formation of the joint venture, the Company will accrete the change in redemption value up to the date that the joint venture partner has the right to redeem its respective put option.  Additionally, in accordance with the applicable accounting guidance, the notes receivable, net of discount, received from our joint venture partners as part of the consideration related to the formation of consolidated joint ventures will be netted against non-controlling interest or redeemable non-controlling interest, as applicable.

Other.

In addition, through the Company’s review of various historical transactions, management determined that it would record adjustments to reflect the following: (i) the reduction of revenue and remeasurement gains associated with certain transactions whereby the Company was not able to establish the fair value of the purchase transaction and subsequent guaranteed minimum royalties.  Such adjustments reduced revenue by approximately $10 million, $14 million, $12 million and $6 million in 2015, 2014, 2013 and 2011, respectively, and reduced 2011 remeasurement gains by approximately $4 million, (ii) record a liability of $5.3 million for a royalty credit earned by a specific licensee in fiscal years 2006 through 2008 that will be utilized in fiscal years 2016 through 2020.

The impact of all of the changes described above on the Company’s previously reported consolidated financial statements for the years ended December 31, 2013 and December 31, 2014 were reflected in the financial statements included in the Company’s most recently filed Form 10-K.  The impact of these changes on the Company’s previously reported financial statements for the three months and nine months ended September 30, 2015 are identified in the table below:

	As of September 30, 2015
	As Previously Reported			Adjustments				As Restated
Assets
Current Assets:
Cash and cash equivalents	$	136,367		$	353			$	136,720
Restricted cash		51,911			—				51,911
Accounts receivable, net		109,090			(4,262	)			104,828
Deferred income tax assets		20,383			—				20,383
Other assets – current(1)		51,270			(11,713	)			39,557
Total Current Assets		369,021			(15,622	)			353,399
Property and equipment:
Furniture, fixtures and equipment		23,749			—				23,749
Less: Accumulated depreciation		(16,248	)		—				(16,248	)
		7,501			—				7,501
Other Assets:
Other assets		48,466			(15,793	)			32,673
Trademarks and other intangibles, net(1)		2,184,532			(78,904	)			2,105,628
Deferred financing costs, net		16,188			—				16,188
Investments and joint ventures(1)		179,773			(34,308	)			145,465
Goodwill(1)		238,220			55,629				293,849
		2,667,179			(73,376	)			2,593,803
Total Assets	$	3,043,701		$	(88,998	)		$	2,954,703
Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	43,926		$	68			$	43,994
Deferred revenue		26,945			590				27,535
Current portion of long-term debt		351,544			—				351,544
Other liabilities – current		13,884			(10,157	)			3,727
Total current liabilities		436,299			(9,499	)			426,800
Deferred income tax liability		362,100			(20,014	)			342,086
Long-term debt, less current maturities		1,120,098			—				1,120,098
Other liabilities		10,424			5,265				15,689
Total Liabilities	$	1,928,921		$	(24,248	)		$	1,904,673
Redeemable Non-Controlling Interests, net of installment payments due from    non-controlling interest holders		14,761			37,762				52,523
Commitments and contingencies
Stockholders’ Equity:
Common stock		80			—				80
Additional paid-in capital		974,797			(7,256	)			967,541
Retained earnings		877,655			(93,888	)	.		783,767
Accumulated other comprehensive loss		(50,953	)		(443	)			(51,396	)
Less: Treasury stock		(837,424	)		—				(837,424	)
Total Iconix Brand Group, Inc. Stockholders’ Equity		964,155			(101,587	)			862,568
Non-controlling interests, net of installment payments due from non-    controlling interest holders		135,864			(925	)			134,939
Total Stockholders’ Equity	$	1,100,019		$	(102,512	)		$	997,507
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity	$	3,043,701		$	(88,998	)		$	2,954,703

⁽¹⁾ Included in the adjustment amounts for goodwill, trademarks and other intangibles, net, investments and joint ventures, other assets – current, and accumulated other comprehensive loss are adjustments of approximately $54.5 million, $(50.8) million, $(4.7) million, $0.1 million and $0.9 milllion, respectively, which were not part of the restatement but are to reflect the final purchase price allocation (which was completed in the fourth quarter of 2015) for the buy-out of the remaining 50% interest in Iconix China as well as the acquisitions of Strawberry Shortcake and PONY and the temporary mark-to-market adjustment associated with the available-for-sale securities acquired as part of the buy-out of the remaining 50% interest in Iconix China.  Refer to Note 2 and Note 3 for further details.

	Three Months Ended September 30, 2015									Nine Months Ended September 30, 2015
	As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments			As Restated
Licensing revenue	$	88,935		$	2,397		$	91,332		$	278,955		$	5,589		$	284,544
Total revenue		88,935			2,397			91,332			278,955			5,589			284,544
Selling, general and administrative expenses		65,760			(1,860	)		63,900			153,626			(1,665	)		151,961
Equity earnings on joint ventures(2)		—			(350	)		(350	)		—			(3,000	)		(3,000	)
Operating income		23,175			4,607			27,782			125,329			10,254			135,583
Other expenses (income) - net(2)		20,475			1,986			22,461			(2,069	)		5,523			3,454
Income before taxes		2,700			2,621			5,321			127,398			4,731			132,129
Provision for income taxes		5,673			602			6,275			44,232			851			45,083
Net income (loss)		(2,973	)		2,019			(954	)		83,166			3,880			87,046
Less: Net income attributable to non-    controlling interest		3,367			1,066			4,433			11,037			2,298			13,335
Net income (loss) attributable to Iconix    Brand Group, Inc.	$	(6,340	)	$	953		$	(5,387	)	$	72,129		$	1,582		$	73,711
Earnings (loss) per share:
Basic	$	(0.13	)	$	0.02		$	(0.11	)	$	1.50		$	0.03		$	1.53
Diluted	$	(0.13	)	$	0.02		$	(0.11	)	$	1.43		$	0.03		$	1.46
Comprehensive income	$	1,077		$	1,072		$	2,149		$	56,399		$	3,437		$	59,836
Comprehensive income (loss) attributable to    Iconix Brand Group, Inc.	$	(2,290	)	$	6		$	(2,284	)	$	45,362		$	1,139		$	46,501
	Three Months Ended September 30, 2014									Nine Months Ended September 30, 2014
	As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments			As Restated
Licensing revenue	$	91,612		$	(1,647	)	$	89,965		$	299,334		$	(3,853	)	$	295,481
Other revenue(1)		18,680			(18,680	)		—			38,690			(38,690	)		—
Total revenue		110,292			(20,327	)		89,965			338,024			(42,543	)		295,481
Selling, general and administrative expenses		46,878			(51	)		46,827			138,497			(84	)		138,413
Gains on sale of trademarks(1)		—			—			—			—			(6,399	)		(6,399	)
Equity earnings on joint ventures(2)		—			(2,639	)		(2,639	)		—			(8,683	)		(8,683	)
Operating income		63,414			(17,637	)		45,777			199,527			(27,377	)		172,150
Other expenses - net(2)		16,441			4,087			20,528			11,071			21,637			32,708
Income before taxes		46,973			(21,724	)		25,249			188,456			(49,014	)		139,442
Provision for income taxes		9,856			(989	)		8,867			53,922			(10,844	)		43,078
Net income		37,117			(20,735	)		16,382			134,534			(38,170	)		96,364
Less: Net income attributable to non-    controlling interest		3,433			94			3,527			9,970			195			10,165
Net income attributable to Iconix    Brand Group, Inc.	$	33,684		$	(20,829	)	$	12,855		$	124,564		$	(38,365	)	$	86,199
Earnings per share:
Basic	$	0.70		$	(0.43	)	$	0.27		$	2.56		$	(0.79	)	$	1.77
Diluted	$	0.58		$	(0.36	)	$	0.22		$	2.14		$	(0.66	)	$	1.48
Comprehensive income (loss)	$	10,643		$	(19,166	)	$	(8,523	)	$	105,440		$	(37,424	)	$	68,016
Comprehensive income (loss) attributable to    Iconix Brand Group, Inc.	$	7,210		$	(19,260	)	$	(12,050	)	$	95,470		$	(37,619	)	$	57,851

⁽¹⁾ Gains on sale of trademarks was previously reported as other revenue.  Many of the gains recorded upon formation of certain joint ventures were reversed as a result of consolidation.  The gains that were not impacted by consolidation, and therefore not reversed, have been reclassified and are being presented as a separate line item above operating income.

⁽²⁾ Equity earnings on joint ventures was previously reported within other expenses – net and has been reclassified and is being presented as a component of operating income.

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Basis of Presentation (Policies)

9 Months Ended

Sep. 30, 2015

Organization Consolidation And Presentation Of Financial Statements [Abstract]

Non-controlling Interests / Redeemable Non-controlling Interests

Non-controlling Interests / Redeemable Non-controlling Interests

Certain of the Company’s consolidated joint ventures have put options which, if exercised by the Company’s joint venture partner, would require the Company to purchase all or a portion of the joint venture partner’s equity interest in the joint venture.  The Company has determined that these put options are not derivatives under the guidelines prescribed in Accounting Standards Codification (“ASC”) 815.  As such, and in accordance with ASC 480-10-S99, as the potential exercise of the put options is outside the control of the Company, the Company has recorded the portion of the non-controlling interest’s equity that may be put to the Company in mezzanine equity in the Company’s consolidated balance sheets as “redeemable non-controlling interest”.  The initial value of the redeemable non-controlling interest represents the fair value of the put option at inception.  This amount recorded at inception is accreted, over a period determined by when the put option becomes exercisable, to what the Company would be obligated to pay to the non-controlling interest holder if the put option was exercised.  This accretion is recorded as a credit to redeemable non-controlling interest and a debit to retained earnings resulting in an impact to the consolidated balance sheet only.  For each reporting period, the Company revisits the estimates used to determine the redemption value of the put option when it becomes exercisable and may adjust the remaining put option value and associated accretion accordingly through redeemable non-controlling interest and retained earnings, as necessary.  The terms of each of the outstanding put options are included in the individual discussions of each joint venture, as applicable.  For the Company’s consolidated joint ventures that do not have put options, the non-controlling interest is recorded within equity on the Company’s consolidated balance sheet.

The Company may enter in to joint venture agreements with joint venture partners in which the Company allows the joint venture partner to pay a portion of the purchase price in cash at the time of the formation of the joint venture with the remaining cash consideration paid over a specified period of time following the closing of such transaction.  The Company records the amounts due from such joint venture partners as (a) a reduction of non-controlling interests, net of installment payments, or (b) if installment payments result from the issuance of shares classified as mezzanine equity, as a reduction in Redeemable Non-controlling Interests, net of installment payments (i.e. mezzanine equity), as applicable, in the Company’s consolidated balance sheet in accordance with ASC 505-10-45, “Classification of a Receivable from a Shareholder.”  The Company accretes the present value discount on these installment payments through interest income on its consolidated statement of operations.

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Goodwill and Trademarks and Other Intangibles, net (Tables)

9 Months Ended

Sep. 30, 2015

Goodwill And Intangible Assets Disclosure [Abstract]

Changes in Carrying Amount of Goodwill by Segment

Goodwill by segment and in total, and changes in the carrying amounts, as of the dates indicated are as follows:

	Women's		Men's		Home		Entertainment		Corporate		Consolidated
Net goodwill at December 31, 2014	$	115,462	$	53,326	$	46,334	$	17,654	$	—	$	232,776
Acquisitions(1)		6,086		17,324		931		35,375		—		59,716
Foreign currency adjustment		—		1,357		—		—		—		1,357
Net goodwill at September 30, 2015 (restated)	$	121,548	$	72,007	$	47,265	$	53,029	$	—	$	293,849

⁽¹⁾ Amounts of goodwill generated from acquisitions have been updated from the previously-issued financial statements for the nine months ended September 30, 2015 to reflect the fair values of the assets acquired and liabilities assumed within the final purchase price allocation which, was completed in the fourth quarter of FY 2015.  

Trademarks and Other Intangibles, Net

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

		September 30, 2015 (restated)				December 31, 2014
	Estimated Lives in Years	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Indefinite-lived trademarks and copyrights	Indefinite	$	2,095,374	$	—	$	1,986,350	$	—
Definite-lived trademarks	10-15		19,404		11,810		17,404		10,985
Non-compete agreements	2-15		940		627		940		450
Licensing contracts	1-9		12,462		10,115		11,803		8,728
		$	2,128,180	$	22,552	$	2,016,497	$	20,163
Trademarks and other intangibles, net				$	2,105,628			$	1,996,334

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Acquisitions, Joint Ventures and Investments (Tables)

9 Months Ended

Sep. 30, 2015

Iconix Latin America

Reconciliation of Cash Paid to Sellers and Fair Value of Sellers Non-Controlling Interest

The following is a reconciliation of cash paid to New Brands:

Fair value of 50% interest in Iconix Latin America	$	42,698
Less: note receivable owed to the Company		(1,695	)
Add: accrued distributions due to New Brands		997
Cash paid to New Brands	$	42,000

Estimated Fair Value of Assets Acquired

The estimated fair value of the assets acquired, less liabilities assumed, is allocated as follows:

Fair value of 50% interest in Iconix Latin America	$	42,698
Value of initial equity investment prior to 2014 Buy-out		7,950
Gain on re-measurement of initial equity investment		34,748
	$	85,396
Trademarks		82,400
License agreements		700
Cash		1,842
Working capital deficit		(676	)
Goodwill		1,130
	$	85,396

Iconix Europe

Estimated Fair Value of Assets Acquired

The estimated fair value of the assets acquired, less liabilities assumed, is allocated as follows:

Fair value of 50% interest in Iconix Europe	$	13,800
Value of initial equity investment prior to 2014 Buy-out		19,651
Loss on re-measurement of initial equity investment		(5,851	)
	$	27,600
Trademarks		27,000
Cash		677
Working capital deficit, excluding cash		(77	)
	$	27,600

Buffalo Brand

Reconciliation of Cash Paid to Sellers and Fair Value of Sellers Non-Controlling Interest

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, less amount classified as a note receivable	$	39,614
Fair value of 49% non-controlling interest to sellers		59,489
	$	99,103

Estimated Fair Value of Assets Acquired

The estimated fair value of the assets acquired is as follows:

Trademarks		102,643
License agreements		2,400
Non-compete agreement		940
Goodwill		7,131
Deferred tax liability		(14,011	)
	$	99,103

Iconix China

Reconciliation of Cash Paid to Sellers and Fair Value of Sellers Non-Controlling Interest

The following is a reconciliation of consideration paid to Novel:

Cash paid to Novel	$	40,400
Shares issued to Novel		15,703
Offset of accounts receivable		1,269
Fair value of 50% interest in Iconix China	$	57,372

Estimated Fair Value of Assets Acquired

The estimated fair value of the assets acquired, less liabilities assumed, is allocated as follows:

Fair value of 50% interest in Iconix China	$	57,372
Book value of Company equity investment prior to 2015    Buy-out		7,382
Gain on re-measurement of initial equity investment		49,990
	$	114,744
Trademarks		40,501
Investments in private companies		38,870
Cash		20,184
Other assets		5,997
Accrued expenses		(447	)
Goodwill		9,639
	$	114,744

Investments

Investments in Iconix China

Through our ownership of Iconix China (see above), we have equity interests in the following private companies:

Brands Placed	Partner	Ownership by Iconix China			Value of Investment As of September 30,2015
Candie’s	Candies Shanghai Fashion Co., Ltd.		20	%	$	9,494
Marc Ecko	Shanghai MuXiang Apparel & Accessory Co. Ltd.		15	%		2,293
Royal Velvet	Bai Shi Kou International (Qingdao) Home Products Co. Ltd.		20	%		56
Material Girl	Ningbo Material Girl Fashion Co., Ltd.		20	%		4,239
Ed Hardy	Tangli International Holdings Ltd.		20	%		12,286
Ecko Unltd	Ai Xi Enterprise (Shanghai) Co. Limited.		20	%		11,102
					$	39,470

Strawberry Shortcake

Estimated Fair Value of Assets Acquired

The cash paid to the Seller and the estimated fair value of the assets acquired, is allocated as follows:

Cash paid to AG by the Company	$	95,000
Trademarks	$	55,761
License agreements		467
Accounts receivable		3,397
Goodwill		35,375
	$	95,000

Pony International, LLC.

Reconciliation of Cash Paid to Sellers and Fair Value of Sellers Non-Controlling Interest

The following table is a reconciliation of cash paid to Pony Sellers and the fair value of ALS’s non-controlling interest:

Cash paid to Pony Sellers	$	37,000
Fair value of 25% non-controlling interest to ALS		12,333
Fair value of PONY	$	49,333

Estimated Fair Value of Assets Acquired

The estimated fair value of the assets acquired is allocated as follows:

Trademarks	$	32,381
License agreements		250
Accounts receivable		2,000
Goodwill		14,702
Fair value of PONY	$	49,333

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Gains on Sale of Trademarks (Tables)

9 Months Ended

Sep. 30, 2015

Investments Debt And Equity Securities [Abstract]

Schedule of Gains on Sale of Trademarks

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

	Nine Months Ended September 30,
	2014 (restated)
Sharper Image-eCommerce/Domain Name	$	6,399
Total gains on sale of trademarks	$	6,399

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Fair Value Measurements (Tables)

9 Months Ended

Sep. 30, 2015

Fair Value Disclosures [Abstract]

Estimated Fair Values of Other Financial Instruments

The estimated fair values of other financial instruments subject to fair value disclosures, determined based on Level One inputs including broker quotes or quoted market prices or rates for the same or similar instruments and the related carrying amounts are as follows:

	September 30, 2015				December 31, 2014
	CarryingAmount		Fair Value		CarryingAmount		Fair Value
Long-term debt, including current portion	$	1,471,642	$	1,418,987	$	1,394,077	$	1,601,418

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Debt Arrangements (Tables)

9 Months Ended

Sep. 30, 2015

Net Carrying Amount of Debt

The Company’s net carrying amount of debt is comprised of the following:

	September 30, 2015		December 31, 2014
Senior Secured Notes	$	728,189	$	774,030
1.50% Convertible Notes		353,032		339,943
2.50% Convertible Notes		290,421		280,104
Variable Funding Note		100,000		—
Total	$	1,471,642	$	1,394,077

Company's Debt Maturities on Calendar Year Basis

As of September 30, 2015, the Company’s debt maturities on a calendar year basis are as follows:

	Total		Oct 1 through December 31, 2015		2016		2017		2018		2019		Thereafter
Senior Secured Notes	$	728,189	$	15,282	$	61,123	$	61,123	$	61,123	$	61,123	$	468,415
1.50% Convertible Notes(1)	$	353,032		—		—		—		353,032				—
2.50% Convertible Notes(2)	$	290,421		—		290,421		—		—		—		—
Variable Funding Notes	$	100,000								100,000
Total	$	1,471,642	$	15,282	$	351,544	$	61,123	$	514,155	$	61,123	$	468,415

⁽¹⁾ Reflects the net debt carrying amount of the 1.50% Convertible Notes in the consolidated balance sheet as of September 30, 2015, in accordance with accounting for convertible notes. The principal amount owed to the holders of the 1.50% Convertible Notes is $400.0 million.

⁽²⁾ Reflects the net debt carrying amount of the 2.50% Convertible Notes in the consolidated balance sheet as of September 30, 2015, in accordance with accounting for convertible notes. The principal amount owed to the holders of the 2.50% Convertible Notes is $300.0 million.

Convertible Notes | 1.50% Senior Subordinated Notes Due March 15, 2018

Details of Convertible Notes Reflected on Consolidated Balance Sheet

As of September 30, 2015 and December 31, 2014, the amount of the 1.50% Convertible Notes accounted for as a liability was approximately $353.0 million and $339.9 million, respectively, and is reflected on the consolidated balance sheet as follows:

	September 30, 2015		December 31, 2014
Equity component carrying amount	$	49,931	$	49,931
Unamortized discount		46,967		60,057
Net debt carrying amount		353,032		339,943

Convertible Notes | 2.50% Senior Subordinated Notes Due June 2016

Details of Convertible Notes Reflected on Consolidated Balance Sheet

As of September 30, 2015 and December 31, 2014, the amount of the 2.50% Convertible Notes accounted for as a liability was approximately $290.4 million (which is included in current portion of long-term debt) and $280.1 million, respectively, and is reflected on the consolidated balance sheet as follows:

	September 30, 2015		December 31, 2014
Equity component carrying amount	$	35,996	$	35,996
Unamortized discount		9,579		19,896
Net debt carrying amount		290,421		280,104

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Stockholders' Equity (Tables)

9 Months Ended

Sep. 30, 2015

Equity [Abstract]

Summary of Repurchase Agreements

The following table illustrates the activity under the Repurchase Programs, in the aggregate, for the Current Nine Months, FY 2014, FY 2013, FY 2012 and FY 2011:

	# of shares repurchased as part of stock repurchase programs		Cost of shares repurchased (in 000’s)		Weighted Average Price
Q3 YTD 2015		360,000	$	12,391	$	34.42
FY 2014		4,994,578		193,434		38.73
FY 2013		15,812,566		436,419		27.60
FY 2012		7,185,257		125,341		17.44
FY 2011		1,150,000		19,138		16.64
Total, FY 2011 through September 30, 2015		29,502,401	$	786,723	$	26.67

Summary of Stock Options Activity and Related Information

Summaries of the Company’s stock options, warrants (other than warrants issued related to our 1.50% Convertible Notes and 2.50% Convertible Notes) and performance related options activity, and related information for the Current Nine Months are as follows:

Options	Options			WeightedAverage Exercise Price
Outstanding at January 1, 2015		141,077		$	12.10
Granted		—			—
Canceled		—			—
Exercised		(15,000	)		16.33
Expired/Forfeited		(16,077	)		3.11
Outstanding at September 30, 2015		110,000		$	12.84
Exercisable at September 30, 2015		110,000		$	12.84

Warrants	Warrants		Weighted Average Exercise Price
Outstanding at January 1, 2015		20,000	$	6.65
Granted		—		—
Canceled		—		—
Exercised		—		—
Expired/Forfeited		—		—
Outstanding at September 30, 2015		20,000	$	6.65
Exercisable at September 30, 2015		20,000	$	6.65

Summary of Unvested Restricted Stock

The following tables summarize information about unvested restricted stock transactions:

	Shares			Weighted Average Grant Date Fair Value
Non-vested, January 1, 2015		2,699,732		$	22.40
Granted		203,229			25.55
Vested		(748,027	)		29.18
Forfeited/Canceled		(77,376	)		34.30
Non-vested, September 30, 2015		2,077,558		$	19.82

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Earnings Per Share (Tables)

9 Months Ended

Sep. 30, 2015

Earnings Per Share [Abstract]

Reconciliation of Weighted Average Shares Used in Calculating Basic and Diluted Earnings Per Share

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
(in thousands)	2015		2014		2015		2014
Basic		48,310		47,991		48,238		48,682
Effect of exercise of stock options		—		987		77		1,036
Effect of assuming vesting of performance related to    restricted stock-based awards		—		381				127
Effect of assumed vesting of restricted stock		—		1,387		1,388		1,369
Effect of convertible notes subject to conversion		—		5,753		783		5,411
Effect of convertible notes warrants subject to conversion		—		1,958		—		1,681
Diluted		48,310		58,457		50,486		58,306

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Related Party Transactions (Tables)

9 Months Ended

Sep. 30, 2015

Related Party Transactions [Abstract]

Summary of Royalty Revenue Recognized

The Company has entered into certain license agreements in which the core licensee is also one of our joint venture partners.  For the Current Quarter, Prior Year Quarter, Current Nine Months and Prior Year Nine Months, the Company recognized the following royalty revenue amounts:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	2015		2014		2015		2014
Joint Venture Partner
Global Brands Group Asia Limited(1)	$	1,450	$	1,569	$	4,073	$	4,916
Buffalo International ULC		3,651		2,786		8,474		7,627
Rise Partners, LLC / Top On International Group Limited		524		882		4,967		1,746
M.G.S. Sports Trading Limited		163		224		439		493
Pac Brands USA, Inc.		81		201		392		773
NGO, LLC		202		—		605		—
Albion Equity Partners LLC / GL Damek		568		502		1,895		957
Anthony L&S		545		—		1,455		—
Roc Nation		100		100		300		300
	$	7,284	$	6,264	$	22,600	$	16,812

⁽¹⁾ Global Brands Group Asia Limited also serves as agent to Peanuts Worldwide for the Greater China Territory for Peanuts brands.  For the Current Quarter and Prior Year Quarter, Global Brands Group Asia Limited earned fees of approximately $0.6 million and $0.7 million, respectively, in its capacity as agent to Peanuts Worldwide.  For the Current Nine Months and Prior Year Nine Months, Global Brands Group Asia Limited earned fees of approximately $2.1 million and $2.0 million, respectively, in its capacity as agent to Peanuts Worldwide.

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Segment and Geographic Data (Tables)

9 Months Ended

Sep. 30, 2015

Segment Reporting [Abstract]

Net Revenues by Type of License and Information by Geographic Region

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

	Three Months Ended September 30,						Nine Months Ended September 30,
	2015 (restated)			2014 (restated)			2015 (restated)			2014 (restated)
Licensing revenue:
Men's	$	23,347		$	24,938		$	73,328		$	76,833
Women's		33,260			31,056			109,391			107,811
Home		9,636			10,760			29,702			32,679
Entertainment		25,089			23,211			72,123			78,158
Corporate		—			—			—			—
	$	91,332		$	89,965		$	284,544		$	295,481
Operating income (loss):
Men's	$	7,771		$	11,738		$	41,892		$	45,448
Women's		24,352			27,354			89,475			98,033
Home		8,140			8,899			24,836			28,065
Entertainment		8,409			8,872			23,964			24,568
Corporate		(20,890	)		(11,086	)		(44,584	)		(23,964	)
	$	27,782		$	45,777		$	135,583		$	172,150
Licensing revenue by category:
Direct-to-retail license	$	36,160		$	35,433		$	123,703		$	125,518
Wholesale licenses		42,492			43,838			125,404			127,353
Other licenses		12,680			10,694			35,437			42,610
Other revenue		—			—			—			—
	$	91,332		$	89,965		$	284,544		$	295,481
Licensing revenue by geographic region:
United States	$	61,182		$	61,962		$	190,837		$	204,480
Japan		7,357			6,565			23,367			23,084
Other(1)		22,793			21,438			70,340			67,917
	$	91,332		$	89,965		$	284,544		$	295,481

⁽¹⁾ No single country represented 10% of the Company’s revenues in the periods presented.

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Other Assets- Current and Long-Term (Tables)

9 Months Ended

Sep. 30, 2015

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Other Assets-Current and Long-Term

Other Assets – Current

	September 30, 2015 (restated)		December 31, 2014
Other assets- current consisted of the following:
Notes receivables on sale of trademarks(2)	$	3,337	$	2,981
Note receivable in connection with Strawberry Shortcake    acquisition(1)		5,000		—
Due from AG (see Note 3)		3,397		—
Prepaid advertising		2,405		4,763
Prepaid expenses		1,445		853
Short-term receivable- Beagle note receivable (see Note 3)		—		2,085
Deferred charges		4,045		1,271
Prepaid taxes		5,943		26,468
Prepaid insurance		142		439
Due from related parties		3,599		3,450
Other current assets		10,244		1,778
	$	39,557	$	44,088

⁽¹⁾ The Note receivable in connection with Strawberry Shortcake acquisition represents amounts due from AG in respect of non-compete payments pursuant to a License Agreement entered into with AG simultaneously with the closing of the transaction.

⁽²⁾ Certain amounts due from our joint venture partners are presented net of redeemable non-controlling interest and non-controlling interest in the condensed consolidated balance sheet.  Refer to Note 3 for further details.

Other Assets – Long Term

	September 30,		December 31,
	2015 (restated)		2014
Other noncurrent assets consisted of the following:
Due from ABC	$	12,718	$	14,644
Notes receivable on sale of trademarks(2)		3,914		8,531
Note receivable in connection with Strawberry Shortcake    acquisition(1)		2,217		—
Prepaid Interest		8,716		9,265
Deposits		621		633
Other noncurrent assets		4,487		18,792
	$	32,673	$	51,865

⁽¹⁾ The Note receivable in connection with Strawberry Shortcake acquisition represents amounts due from AG in respect of non-compete payments pursuant to a License Agreement entered into with AG simultaneously with the closing of the transaction.

⁽²⁾ Certain amounts due from our joint venture partners are presented net of redeemable non-controlling interest and non-controlling interest in the condensed consolidated balance sheet.  Refer to Note 3 for further details.

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Restatement (Table)

9 Months Ended

Sep. 30, 2015

Accounting Changes And Error Corrections [Abstract]

Adjustment Previously Reported Consolidated Statements of Income and Comprehensive Income

The impact of all of the changes described above on the Company’s previously reported consolidated financial statements for the years ended December 31, 2013 and December 31, 2014 were reflected in the financial statements included in the Company’s most recently filed Form 10-K.  The impact of these changes on the Company’s previously reported financial statements for the three months and nine months ended September 30, 2015 are identified in the table below:

	As of September 30, 2015
	As Previously Reported			Adjustments				As Restated
Assets
Current Assets:
Cash and cash equivalents	$	136,367		$	353			$	136,720
Restricted cash		51,911			—				51,911
Accounts receivable, net		109,090			(4,262	)			104,828
Deferred income tax assets		20,383			—				20,383
Other assets – current(1)		51,270			(11,713	)			39,557
Total Current Assets		369,021			(15,622	)			353,399
Property and equipment:
Furniture, fixtures and equipment		23,749			—				23,749
Less: Accumulated depreciation		(16,248	)		—				(16,248	)
		7,501			—				7,501
Other Assets:
Other assets		48,466			(15,793	)			32,673
Trademarks and other intangibles, net(1)		2,184,532			(78,904	)			2,105,628
Deferred financing costs, net		16,188			—				16,188
Investments and joint ventures(1)		179,773			(34,308	)			145,465
Goodwill(1)		238,220			55,629				293,849
		2,667,179			(73,376	)			2,593,803
Total Assets	$	3,043,701		$	(88,998	)		$	2,954,703
Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity
Current liabilities:
Accounts payable and accrued expenses	$	43,926		$	68			$	43,994
Deferred revenue		26,945			590				27,535
Current portion of long-term debt		351,544			—				351,544
Other liabilities – current		13,884			(10,157	)			3,727
Total current liabilities		436,299			(9,499	)			426,800
Deferred income tax liability		362,100			(20,014	)			342,086
Long-term debt, less current maturities		1,120,098			—				1,120,098
Other liabilities		10,424			5,265				15,689
Total Liabilities	$	1,928,921		$	(24,248	)		$	1,904,673
Redeemable Non-Controlling Interests, net of installment payments due from    non-controlling interest holders		14,761			37,762				52,523
Commitments and contingencies
Stockholders’ Equity:
Common stock		80			—				80
Additional paid-in capital		974,797			(7,256	)			967,541
Retained earnings		877,655			(93,888	)	.		783,767
Accumulated other comprehensive loss		(50,953	)		(443	)			(51,396	)
Less: Treasury stock		(837,424	)		—				(837,424	)
Total Iconix Brand Group, Inc. Stockholders’ Equity		964,155			(101,587	)			862,568
Non-controlling interests, net of installment payments due from non-    controlling interest holders		135,864			(925	)			134,939
Total Stockholders’ Equity	$	1,100,019		$	(102,512	)		$	997,507
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Equity	$	3,043,701		$	(88,998	)		$	2,954,703

⁽¹⁾ Included in the adjustment amounts for goodwill, trademarks and other intangibles, net, investments and joint ventures, other assets – current, and accumulated other comprehensive loss are adjustments of approximately $54.5 million, $(50.8) million, $(4.7) million, $0.1 million and $0.9 milllion, respectively, which were not part of the restatement but are to reflect the final purchase price allocation (which was completed in the fourth quarter of 2015) for the buy-out of the remaining 50% interest in Iconix China as well as the acquisitions of Strawberry Shortcake and PONY and the temporary mark-to-market adjustment associated with the available-for-sale securities acquired as part of the buy-out of the remaining 50% interest in Iconix China.  Refer to Note 2 and Note 3 for further details.

	Three Months Ended September 30, 2015									Nine Months Ended September 30, 2015
	As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments			As Restated
Licensing revenue	$	88,935		$	2,397		$	91,332		$	278,955		$	5,589		$	284,544
Total revenue		88,935			2,397			91,332			278,955			5,589			284,544
Selling, general and administrative expenses		65,760			(1,860	)		63,900			153,626			(1,665	)		151,961
Equity earnings on joint ventures(2)		—			(350	)		(350	)		—			(3,000	)		(3,000	)
Operating income		23,175			4,607			27,782			125,329			10,254			135,583
Other expenses (income) - net(2)		20,475			1,986			22,461			(2,069	)		5,523			3,454
Income before taxes		2,700			2,621			5,321			127,398			4,731			132,129
Provision for income taxes		5,673			602			6,275			44,232			851			45,083
Net income (loss)		(2,973	)		2,019			(954	)		83,166			3,880			87,046
Less: Net income attributable to non-    controlling interest		3,367			1,066			4,433			11,037			2,298			13,335
Net income (loss) attributable to Iconix    Brand Group, Inc.	$	(6,340	)	$	953		$	(5,387	)	$	72,129		$	1,582		$	73,711
Earnings (loss) per share:
Basic	$	(0.13	)	$	0.02		$	(0.11	)	$	1.50		$	0.03		$	1.53
Diluted	$	(0.13	)	$	0.02		$	(0.11	)	$	1.43		$	0.03		$	1.46
Comprehensive income	$	1,077		$	1,072		$	2,149		$	56,399		$	3,437		$	59,836
Comprehensive income (loss) attributable to    Iconix Brand Group, Inc.	$	(2,290	)	$	6		$	(2,284	)	$	45,362		$	1,139		$	46,501
	Three Months Ended September 30, 2014									Nine Months Ended September 30, 2014
	As Previously Reported			Adjustments			As Restated			As Previously Reported			Adjustments			As Restated
Licensing revenue	$	91,612		$	(1,647	)	$	89,965		$	299,334		$	(3,853	)	$	295,481
Other revenue(1)		18,680			(18,680	)		—			38,690			(38,690	)		—
Total revenue		110,292			(20,327	)		89,965			338,024			(42,543	)		295,481
Selling, general and administrative expenses		46,878			(51	)		46,827			138,497			(84	)		138,413
Gains on sale of trademarks(1)		—			—			—			—			(6,399	)		(6,399	)
Equity earnings on joint ventures(2)		—			(2,639	)		(2,639	)		—			(8,683	)		(8,683	)
Operating income		63,414			(17,637	)		45,777			199,527			(27,377	)		172,150
Other expenses - net(2)		16,441			4,087			20,528			11,071			21,637			32,708
Income before taxes		46,973			(21,724	)		25,249			188,456			(49,014	)		139,442
Provision for income taxes		9,856			(989	)		8,867			53,922			(10,844	)		43,078
Net income		37,117			(20,735	)		16,382			134,534			(38,170	)		96,364
Less: Net income attributable to non-    controlling interest		3,433			94			3,527			9,970			195			10,165
Net income attributable to Iconix    Brand Group, Inc.	$	33,684		$	(20,829	)	$	12,855		$	124,564		$	(38,365	)	$	86,199
Earnings per share:
Basic	$	0.70		$	(0.43	)	$	0.27		$	2.56		$	(0.79	)	$	1.77
Diluted	$	0.58		$	(0.36	)	$	0.22		$	2.14		$	(0.66	)	$	1.48
Comprehensive income (loss)	$	10,643		$	(19,166	)	$	(8,523	)	$	105,440		$	(37,424	)	$	68,016
Comprehensive income (loss) attributable to    Iconix Brand Group, Inc.	$	7,210		$	(19,260	)	$	(12,050	)	$	95,470		$	(37,619	)	$	57,851

⁽¹⁾ Gains on sale of trademarks was previously reported as other revenue.  Many of the gains recorded upon formation of certain joint ventures were reversed as a result of consolidation.  The gains that were not impacted by consolidation, and therefore not reversed, have been reclassified and are being presented as a separate line item above operating income.

⁽²⁾ Equity earnings on joint ventures was previously reported within other expenses – net and has been reclassified and is being presented as a component of operating income.

XML

Changes in Carrying Amount of Goodwill by Segment (Detail) $ in Thousands	9 Months Ended
	Sep. 30, 2015 USD ($)
Goodwill [Line Items]
Net goodwill	$ 232,776
Acquisitions	59,716	[1]
Foreign currency adjustment	1,357
Net goodwill	293,849	[2]
Operating Segments | Women's
Goodwill [Line Items]
Net goodwill	115,462
Acquisitions	6,086	[1]
Net goodwill	121,548
Operating Segments | Men's
Goodwill [Line Items]
Net goodwill	53,326
Acquisitions	17,324	[1]
Foreign currency adjustment	1,357
Net goodwill	72,007
Operating Segments | Home
Goodwill [Line Items]
Net goodwill	46,334
Acquisitions	931	[1]
Net goodwill	47,265
Operating Segments | Entertainment
Goodwill [Line Items]
Net goodwill	17,654
Acquisitions	35,375	[1]
Net goodwill	$ 53,029

[1] Amounts of goodwill generated from acquisitions have been updated from the previously-issued financial statements for the nine months ended September 30, 2015 to reflect the fair values of the assets acquired and liabilities assumed within the final purchase price allocation which, was completed in the fourth quarter of FY 2015.

[2] Included in the adjustment amounts for goodwill, trademarks and other intangibles, net, investments and joint ventures, other assets – current, and accumulated other comprehensive loss are adjustments of approximately $54.5 million, $(50.8) million, $(4.7) million, $0.1 million and $0.9 milllion, respectively, which were not part of the restatement but are to reflect the final purchase price allocation (which was completed in the fourth quarter of 2015) for the buy-out of the remaining 50% interest in Iconix China as well as the acquisitions of Strawberry Shortcake and PONY and the temporary mark-to-market adjustment associated with the available-for-sale securities acquired as part of the buy-out of the remaining 50% interest in Iconix China. Refer to Note 2 and Note 3 for further details.

XML

Goodwill Trademarks and Other Intangibles, Net (Detail) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2015		Dec. 31, 2014
Intangible Assets by Major Class [Line Items]
Gross Carrying Amount	$ 2,128,180		$ 2,016,497
Accumulated Amortization	22,552		20,163
Net Carrying Amount	2,105,628	[1]	1,996,334
Indefinite-lived trademarks and copyrights
Intangible Assets by Major Class [Line Items]
Indefinite-lived, Gross Carrying Amount	2,095,374		1,986,350
Definite-lived trademarks
Intangible Assets by Major Class [Line Items]
Finite Lived, Gross Carrying Amount	19,404		17,404
Accumulated Amortization	$ 11,810		10,985
Definite-lived trademarks | Minimum
Intangible Assets by Major Class [Line Items]
Estimated Lives in Years	10 years
Definite-lived trademarks | Maximum
Intangible Assets by Major Class [Line Items]
Estimated Lives in Years	15 years
Non-compete agreements
Intangible Assets by Major Class [Line Items]
Finite Lived, Gross Carrying Amount	$ 940		940
Accumulated Amortization	$ 627		450
Non-compete agreements | Minimum
Intangible Assets by Major Class [Line Items]
Estimated Lives in Years	2 years
Non-compete agreements | Maximum
Intangible Assets by Major Class [Line Items]
Estimated Lives in Years	15 years
Licensing contracts
Intangible Assets by Major Class [Line Items]
Finite Lived, Gross Carrying Amount	$ 12,462		11,803
Accumulated Amortization	$ 10,115		$ 8,728
Licensing contracts | Minimum
Intangible Assets by Major Class [Line Items]
Estimated Lives in Years	1 year
Licensing contracts | Maximum
Intangible Assets by Major Class [Line Items]
Estimated Lives in Years	9 years

[1] Included in the adjustment amounts for goodwill, trademarks and other intangibles, net, investments and joint ventures, other assets – current, and accumulated other comprehensive loss are adjustments of approximately $54.5 million, $(50.8) million, $(4.7) million, $0.1 million and $0.9 milllion, respectively, which were not part of the restatement but are to reflect the final purchase price allocation (which was completed in the fourth quarter of 2015) for the buy-out of the remaining 50% interest in Iconix China as well as the acquisitions of Strawberry Shortcake and PONY and the temporary mark-to-market adjustment associated with the available-for-sale securities acquired as part of the buy-out of the remaining 50% interest in Iconix China. Refer to Note 2 and Note 3 for further details.

XML

Goodwill and Trademarks and Other Intangibles, net - Additional Information (Detail) - USD ($)	1 Months Ended						3 Months Ended		9 Months Ended
	Mar. 31, 2015	Feb. 28, 2015	Dec. 31, 2014	Jun. 30, 2014	Feb. 28, 2014	Jan. 31, 2014	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Intangible Assets by Major Class [Line Items]
Amortization expense for intangible assets							$ 700,000	$ 900,000	$ 2,414,000	$ 3,394,000
Impairment of intangible assets, indefinite-lived									0	0
Impairment of intangible assets, finite-lived									$ 0	$ 0
Trademarks | Sharper Image
Intangible Assets by Major Class [Line Items]
Increase (Decrease) in indefinite-lived trademarks				$ (3,600,000)
Iconix China
Intangible Assets by Major Class [Line Items]
Controlling interest	50.00%
Interest acquired, including previously acquired interest	100.00%
Iconix China | Trademarks
Intangible Assets by Major Class [Line Items]
Increase in value of indefinite-lived intangible assets	$ 40,500,000
Strawberry Shortcake | Trademarks
Intangible Assets by Major Class [Line Items]
Increase in value of indefinite-lived intangible assets	55,800,000
Strawberry Shortcake | Licensing agreements
Intangible Assets by Major Class [Line Items]
Increase in value of indefinite-lived intangible assets	$ 500,000
Pony International, LLC.
Intangible Assets by Major Class [Line Items]
Controlling interest		75.00%
Non-controlling interest		25.00%
Pony International, LLC. | Trademarks
Intangible Assets by Major Class [Line Items]
Increase in value of indefinite-lived intangible assets		$ 32,400,000
Pony International, LLC. | Licensing agreements
Intangible Assets by Major Class [Line Items]
Increase in value of indefinite-lived intangible assets		$ 300,000
Hydraulic IP Holdings
Intangible Assets by Major Class [Line Items]
Controlling interest			51.00%
Hydraulic IP Holdings | Trademarks
Intangible Assets by Major Class [Line Items]
Increase in value of indefinite-lived intangible assets			$ 11,800,000
NGX LLC
Intangible Assets by Major Class [Line Items]
Controlling interest			51.00%
NGX LLC | Trademarks
Intangible Assets by Major Class [Line Items]
Increase in value of indefinite-lived intangible assets			$ 11,800,000
Iconix Latin America
Intangible Assets by Major Class [Line Items]
Controlling interest					50.00%
Interest acquired, including previously acquired interest					100.00%
Iconix Latin America | Trademarks
Intangible Assets by Major Class [Line Items]
Increase in value of indefinite-lived intangible assets					$ 82,400,000
Iconix Europe
Intangible Assets by Major Class [Line Items]
Controlling interest						1.00%
Interest acquired, including previously acquired interest						51.00%
Iconix Europe | Trademarks
Intangible Assets by Major Class [Line Items]
Increase in value of finite-lived intangible assets						$ 27,000,000

XML

Acquisitions, Joint Ventures and Investments - Additional Information (Detail) ₨ in Millions							1 Months Ended																												3 Months Ended		9 Months Ended		12 Months Ended
		Sep. 30, 2015 USD ($)	Apr. 26, 2011 USD ($)	Jun. 03, 2010 USD ($)	Dec. 29, 2008 USD ($)	Nov. 07, 2007 USD ($)	Apr. 30, 2015 USD ($)	Mar. 31, 2015 USD ($)	Feb. 28, 2015 USD ($)	Dec. 31, 2014 USD ($)	Oct. 31, 2014 USD ($)	Sep. 30, 2014 USD ($)	Jul. 31, 2014 USD ($)	Jun. 30, 2014 USD ($)	Mar. 31, 2014 USD ($) Installment	Feb. 28, 2014 USD ($)	Jan. 31, 2014 USD ($)	Nov. 30, 2013 USD ($)	Oct. 31, 2013 USD ($) Installment	Sep. 30, 2013 USD ($)	Jul. 31, 2013 USD ($)	Jun. 30, 2013 USD ($)	Feb. 28, 2013 USD ($)	Dec. 31, 2012 USD ($)	Jun. 30, 2012 USD ($)	May 31, 2012 USD ($)	May 31, 2011 USD ($)	Jan. 31, 2011 USD ($)	Jul. 31, 2010 USD ($)	Jun. 30, 2010 USD ($)	Mar. 31, 2010 USD ($)	Dec. 31, 2009 USD ($)	May 31, 2009 USD ($) shares	Sep. 30, 2008 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)	Sep. 30, 2015 USD ($)	Sep. 30, 2014 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Jul. 06, 2015	Jun. 30, 2013 INR (₨)	Sep. 30, 2009 USD ($)	Mar. 31, 2009
Schedule of Investments [Line Items]
Purchase price Percentage of Agreed value		120.00%																	120.00%																120.00%		120.00%
Royalty revenue																																			$ 7,284,000	$ 6,264,000	$ 22,600,000	$ 16,812,000
Gain on re-measurement of initial equity investment																																					49,990,000	28,897,000
Note receivable	[1]	$ 5,000,000																																	$ 5,000,000		$ 5,000,000
Administrative Manager
Schedule of Investments [Line Items]
Percentage of gross revenue paid monthly as services fee																																					5.00%
Local Manager
Schedule of Investments [Line Items]
Percentage of gross revenue paid monthly as services fee																																					15.00%
Five-Year Put/Call Options
Schedule of Investments [Line Items]
Put/Call option period																			6 months																		6 months
Put/Call option commencement date																			Sep. 17, 2019																		Jan. 13, 2019
Eight-Year Put/Call Options
Schedule of Investments [Line Items]
Put/Call option period																			6 months																		6 months
Put/Call option commencement date																			Sep. 17, 2022																		Jan. 13, 2022
Iconix Middle East
Schedule of Investments [Line Items]
Percentage of interest sold in equity method investment		50.00%								50.00%																									50.00%		50.00%		50.00%
Agreed price for sale of interest in a subsidiary										$ 18,800,000																													$ 18,800,000
Payment received upon sale interest in subsidiary										6,300,000
Receivable for investments sold		$ 12,300,000								$ 12,500,000																									$ 12,300,000		$ 12,300,000		12,500,000
Committed amount receivable period										24 months
Payment made to subsidiary for diligence and Market analysis										$ 3,100,000																											$ 3,100,000
Purchase price Percentage of Agreed value		120.00%																																	120.00%		120.00%
Iconix Middle East | Two Year Call Option
Schedule of Investments [Line Items]
Call option period										6 months
Call option commencement date										Dec. 19, 2016
Payment for the purchased call option										$ 1,800,000
Iconix Middle East | Five-Year Put/Call Options
Schedule of Investments [Line Items]
Put/Call option period																																					6 months
Put/Call option commencement date																																					Dec. 19, 2019
Multiplier on put and call options																																					5.5
Iconix Middle East | Eight-Year Put/Call Options
Schedule of Investments [Line Items]
Put/Call option period																																					6 months
Put/Call option commencement date																																					Dec. 19, 2022
Multiplier on put and call options																																					5.5
Iconix Middle East | Maximum | Two Year Call Option
Schedule of Investments [Line Items]
Percentage of equity interest subject to call option										5.00%
Iconix Middle East | Minimum | Five-Year Put/Call Options
Schedule of Investments [Line Items]
Royalty revenue																																					$ 12,000,000
Iconix Middle East | Minimum | Eight-Year Put/Call Options
Schedule of Investments [Line Items]
Royalty revenue																																					12,000,000
LC Partners U.S. LLC
Schedule of Investments [Line Items]
Percentage of interest sold in equity method investment															50.00%
Agreed price for sale of interest in a subsidiary															$ 4,000,000
Payment received upon sale interest in subsidiary																																							800,000
Receivable for investments sold		$ 2,400,000													$ 3,200,000																				$ 2,400,000		$ 2,400,000
Number of equal annual installments | Installment															4
Equity method investment put option value multiplier times net wholesale sales																																					0.10
LC Partners U.S. LLC | Put Option
Schedule of Investments [Line Items]
Payment for the purchased call option																																					$ 4,000,000
Multiplier on put and call options																																					5
Iconix Israel
Schedule of Investments [Line Items]
Percentage of interest sold in equity method investment																		50.00%
Payment received upon sale interest in subsidiary																		$ 1,000,000
Receivable for investments sold		1,000,000																$ 2,300,000																	1,000,000		$ 1,000,000
Committed amount receivable period																		36 months
Percentage of equity interest subject to call option																		5.00%
Price for sale of interest in a subsidiary																		$ 3,300,000
Iconix Israel | Call Option | Multiplier Rate One
Schedule of Investments [Line Items]
Multiplier on put and call options																																					0.05
Iconix Israel | Call Option | Multiplier Rate Two
Schedule of Investments [Line Items]
Multiplier on put and call options																																					6.5
Iconix Southeast Asia
Schedule of Investments [Line Items]
Percentage of interest sold in equity method investment																			50.00%																					50.00%
Agreed price for sale of interest in a subsidiary														$ 15,900,000
Payment received upon sale interest in subsidiary														4,000,000					$ 7,500,000
Receivable for investments sold		17,700,000																	$ 4,500,000																17,700,000		$ 17,700,000
Committed amount receivable period																			24 months
Purchase price Percentage of Agreed value																			120.00%
Price for sale of interest in a subsidiary																			$ 12,000,000
Business acquisition transaction costs																			$ 2,000,000
Marketing costs incurred														5,400,000
Consulting costs																																								$ 2,000,000
Iconix Southeast Asia | Lee Cooper And Umbro Brands
Schedule of Investments [Line Items]
Agreed price for sale of interest in a subsidiary												$ 21,500,000																								$ 21,500,000		$ 21,500,000
Payment received upon sale interest in subsidiary												$ 4,300,000
Guaranteed minimum distributions		5,100,000																																	5,100,000		$ 5,100,000
Iconix Southeast Asia | Administrative Manager
Schedule of Investments [Line Items]
Percentage of gross revenue paid monthly as services fee																																					5.00%
Iconix Southeast Asia | Local Manager
Schedule of Investments [Line Items]
Percentage of gross revenue paid monthly as services fee																																					15.00%
Iconix Southeast Asia | Two Year Call Option
Schedule of Investments [Line Items]
Call option period																			6 months
Call option commencement date																			Oct. 01, 2015
Payment for the purchased call option																																					$ 38,400,000
Iconix Southeast Asia | Two Year Call Option | Multiplier Rate One
Schedule of Investments [Line Items]
Multiplier on put and call options																																					0.10
Iconix Southeast Asia | Two Year Call Option | Multiplier Rate Two
Schedule of Investments [Line Items]
Multiplier on put and call options																																					1.15
Iconix Southeast Asia | Five-Year Put/Call Options
Schedule of Investments [Line Items]
Put/Call option period																			6 months
Put/Call option commencement date																			Oct. 01, 2018
Iconix Southeast Asia | Five-Year Put/Call Options | Europe
Schedule of Investments [Line Items]
Multiplier on put and call options																																					5.5
Iconix Southeast Asia | Eight-Year Put/Call Options
Schedule of Investments [Line Items]
Put/Call option period																			6 months
Put/Call option commencement date																			Oct. 01, 2021
Iconix Southeast Asia | Eight-Year Put/Call Options | Europe
Schedule of Investments [Line Items]
Multiplier on put and call options																																					5.5
Iconix Southeast Asia | Maximum | Two Year Call Option
Schedule of Investments [Line Items]
Percentage of equity interest subject to call option																			5.00%
Iconix Southeast Asia | Minimum | Guarantee of Business Revenue
Schedule of Investments [Line Items]
Guaranteed minimum distributions														$ 2,500,000
Iconix Southeast Asia | Minimum | Five-Year Put/Call Options
Schedule of Investments [Line Items]
Agreed Value		15,500,000																																	15,500,000		$ 15,500,000
Iconix Southeast Asia | Minimum | Five-Year Put/Call Options | Europe
Schedule of Investments [Line Items]
Agreed Value		7,600,000																																	7,600,000		7,600,000
Iconix Southeast Asia | Minimum | Eight-Year Put/Call Options | Europe
Schedule of Investments [Line Items]
Agreed Value		7,600,000																																	7,600,000		7,600,000
Iconix Canada
Schedule of Investments [Line Items]
Percentage of interest sold in equity method investment																						50.00%																				50.00%
Agreed price for sale of interest in a subsidiary																						$ 17,800,000
Payment received upon sale interest in subsidiary																						8,900,000
Receivable for investments sold		5,700,000																				$ 8,900,000													5,700,000		$ 5,700,000
Committed amount receivable period																						5 years
Option to purchase Encumbered Canadian Assets description																																					Ico Brands has an option to purchase the Encumbered Canadian Assets for one dollar within one year following the earlier of (i) January 15, 2020 and (ii) the later of (a) the release of such assets from the Company’s securitization and (b) Ico Brands receipt of notice of such release.
Option to purchase Encumbered Canadian Assets price		1
Liquidated damages obligation		4,900,000																																	4,900,000		$ 4,900,000
Iconix Canada | Guarantee of Business Revenue
Schedule of Investments [Line Items]
Royalty revenue																						$ 2,700,000
Iconix Canada | Call Option
Schedule of Investments [Line Items]
Percentage of equity interest subject to call option																																					5.00%
Payment for the purchased call option																																					$ 1,500,000
Multiplier on put and call options																																					5.5
Percentage of amount obtained for options																																					5.00%
Scion
Schedule of Investments [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired							50.00%
Business acquisition purchase price, cash paid							$ 6,000,000
Equity interest acquired							100.00%
Decrease in restricted cash													$ 8,500,000
Allowance for doubtful accounts receivable										$ 2,700,000																													2,700,000
Decrease in accounts receivable										$ 5,800,000																													$ 5,800,000
Iconix Australia
Schedule of Investments [Line Items]
Percentage of interest sold in equity method investment																				50.00%
Price for sale of interest in a subsidiary																				$ 7,200,000
Gain on sale of interest in subsidiary																																								$ 4,100,000
Iconix Australia | Two Year Call Option
Schedule of Investments [Line Items]
Call option period																				6 months
Call option commencement date																				Sep. 17, 2015
Multiplier on put and call options																																					6.5
Iconix Australia | Five-Year Put/Call Options
Schedule of Investments [Line Items]
Put/Call option commencement date																				Sep. 17, 2017
Multiplier on put and call options																																					5
Iconix Australia | Maximum | Two Year Call Option
Schedule of Investments [Line Items]
Percentage of equity interest subject to call option																				5.00%
Iconix Lifestyle India Private Limited
Schedule of Investments [Line Items]
Percentage of interest sold in equity method investment																						50.00%																				50.00%
Receivable for investments sold																						$ 4,000,000
Price for sale of interest in a subsidiary																						6,000,000
Net gain recognized on sale of interest in subsidiary																						2,300,000
Note receivable		1,900,000																																	1,900,000		$ 1,900,000
Iconix Lifestyle India Private Limited | Other assets - current
Schedule of Investments [Line Items]
Note receivable		1,000,000																																	1,000,000		1,000,000
Iconix Lifestyle India Private Limited | Other Assets
Schedule of Investments [Line Items]
Note receivable		900,000																																	900,000		900,000
Iconix China
Schedule of Investments [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired								50.00%
Business acquisition total purchase price								$ 57,400,000
Business acquisition purchase price, cash paid								40,400,000
Business acquisition purchase price, common stock issued, value								$ 15,700,000
Equity interest acquired								100.00%
Goodwill		9,600,000																																	9,600,000		9,600,000
Revenues																																			300,000		300,000
Selling, general and administrative expenses period increase																																			600,000		1,200,000
Other income period increase																																					600,000
Equity interests aggregate fair value		38,870,000																																	38,870,000		38,870,000
Gain on re-measurement of initial equity investment																																					49,990,000
Strawberry Shortcake
Schedule of Investments [Line Items]
Business acquisition purchase price, cash paid								$ 105,000,000
Goodwill		35,400,000																																	35,400,000		35,400,000
Revenues																																			2,600,000		$ 6,100,000
Quarterly installment period																																					2 years
Strawberry Shortcake | Notes Receivable
Schedule of Investments [Line Items]
Notes receivable principal amount								10,000,000
Pony International, LLC.
Schedule of Investments [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired									75.00%
Business acquisition purchase price, cash paid									$ 37,000,000
Goodwill		$ 14,700,000																																	14,700,000		$ 14,700,000
Revenues																																			$ 700,000		$ 1,800,000
Percentage of minority interest in subsidiary									25.00%
Artful Dodger | Scion
Schedule of Investments [Line Items]
Business acquisition purchase price, cash paid						$ 15,000,000
B B C Ice Cream Limited Liability Company
Schedule of Investments [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired							50.00%
Equity method of accounting | Iconix Lifestyle India Private Limited
Schedule of Investments [Line Items]
Payment received upon sale interest in subsidiary																						$ 2,000,000
Committed amount receivable period																						48 months
Cost method of accounting | Variable Interest Entity, Not Primary Beneficiary
Schedule of Investments [Line Items]
Percentage of interest sold in equity method investment																																									16.60%
Cost method of accounting | Scion | Variable Interest Entity, Not Primary Beneficiary
Schedule of Investments [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired																																												16.60%
Cash collateral deposited under the terms of the entity's financing agreements																	$ 11,800,000
Cash collateral released and distributed to the Scion members																														$ 3,300,000
Novel | Iconix China
Schedule of Investments [Line Items]
Business acquisition purchase price, cash paid								40,400,000
Offset of accounts receivable								1,269,000
Novel | Equity method of accounting
Schedule of Investments [Line Items]
Committed contribution to joint venture																																		$ 20,000,000									$ 9,000,000
Cash payment for acquisition of assets																									$ 2,000,000		$ 3,000,000		$ 4,000,000					8,000,000
LF Centennial Limited | Iconix Southeast Asia
Schedule of Investments [Line Items]
Cost of brand strategy services																			$ 500,000
Number of installments | Installment																			4
Beagle Scout LLC | Peanuts Worldwide
Schedule of Investments [Line Items]
Cash payment for acquisition of assets				$ 34,000,000
Percentage of minority interest in subsidiary				20.00%
Notes loaned to subsidiary				$ 17,500,000
Notes receivable, annual interest rate				6.00%
Notes receivable, minimum principal annual installments				$ 2,200,000
Notes receivable, maturity date				Jun. 03, 2015
Parent Company | Equity method of accounting
Schedule of Investments [Line Items]
Committed contribution to joint venture																																		5,000,000
Cash payment for acquisition of assets																																		$ 2,000,000
Additional amount agreed to be contributed as working capital																						$ 2,000,000																				₨ 100
Investments Associated with Iconix China Acquisition
Schedule of Investments [Line Items]
Equity interest acquired		100.00%																																	100.00%		100.00%
Equity interests aggregate fair value		$ 38,900,000																																	$ 38,900,000		$ 38,900,000
American Greetings Corporation | Strawberry Shortcake
Schedule of Investments [Line Items]
Business acquisition purchase price, cash paid								$ 95,000,000
Iconix Brands | Call Option
Schedule of Investments [Line Items]
Percentage of equity interest subject to call option																																					5.00%
Payment for the purchased call option																																					$ 600,000
Multiplier on put and call options																																					5.5
Percentage of amount obtained for options																																					5.00%
Iconix Latin America
Schedule of Investments [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired																50.00%
Business acquisition purchase price, cash paid																$ 42,000,000
Equity interest acquired																100.00%
Goodwill																$ 1,100,000
Percentage of interest sold in equity method investment					50.00%
Agreed price for sale of interest in a subsidiary					$ 6,000,000
Payment received upon sale interest in subsidiary					1,000,000
Receivable for investments sold					$ 5,000,000
Committed amount receivable period					30 months
Gain on re-measurement of initial equity investment																$ 34,748,000
Iconix Europe
Schedule of Investments [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired																	50.00%
Equity interest acquired																	51.00%
Percentage of minority interest in subsidiary										49.00%																													49.00%
Percentage of interest sold in equity method investment																																50.00%
Agreed price for sale of interest in a subsidiary																																$ 4,000,000
Payment received upon sale interest in subsidiary																	$ 1,500,000											$ 1,000,000				$ 3,000,000
Business acquisition, percentage of voting interests acquired during the period																	1.00%
Preferred profit distribution to the Company																	$ 3,000,000
Hydraulic IP Holdings
Schedule of Investments [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired										51.00%																													51.00%
Business acquisition purchase price, cash paid										$ 6,000,000
Hydraulic IP Holdings | Top On International Group, LLC
Schedule of Investments [Line Items]
Percentage of minority interest in subsidiary										49.00%																													49.00%
NGX LLC
Schedule of Investments [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired											51.00%
Business acquisition purchase price, cash paid											$ 6,000,000
NGX LLC | NGO LLC
Schedule of Investments [Line Items]
Percentage of minority interest in subsidiary											49.00%
Alberta ULC
Schedule of Investments [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired																							51.00%
Business acquisition purchase price, cash paid																							$ 76,500,000
Buffalo Brand
Schedule of Investments [Line Items]
Business acquisition purchase price, cash paid																							39,614,000
Goodwill																							$ 7,100,000
Percentage of minority interest in subsidiary																							49.00%
Receivable for investments sold																							$ 12,700,000
Business Combination Recognized Identifiable Assets Acquired and Liabilities Assumed Notes Receivable																							$ 36,900,000
Modern Amusement | Equity method of accounting
Schedule of Investments [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired																								51.00%
Business acquisition purchase price, cash paid																								$ 5,000,000
Icon Entertainment LLC | Peanuts Worldwide
Schedule of Investments [Line Items]
Cash payment for acquisition of assets				$ 141,000,000
Business Acquisition, Percentage of Voting Interests Acquired				80.00%
Business acquisition purchase price, cash paid				$ 172,100,000
Hardy Way
Schedule of Investments [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired			85.00%
Business acquisition total purchase price			$ 62,000,000
Hardy Way | Equity method of accounting
Schedule of Investments [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired																																	50.00%
Business acquisition total purchase price																																	$ 17,000,000
Business acquisition purchase price, cash paid																																	9,000,000
Business acquisition purchase price, common stock issued, value																																	$ 8,000,000
Business acquisition purchase price, common stock issued, shares | shares																																	588,688
Hardy Way | Equity method of accounting | Addition capital
Schedule of Investments [Line Items]
Business acquisition purchase price, common stock issued, value																																	$ 1,000,000
Scion B B C L L C | B B C Ice Cream Limited Liability Company
Schedule of Investments [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired																										50.00%
Business acquisition purchase price, cash paid																										$ 3,500,000
Reliance Brands Limited | Equity method of accounting
Schedule of Investments [Line Items]
Additional amount agreed to be contributed as working capital																						$ 500,000																				₨ 25
MG Icon | Equity method of accounting
Schedule of Investments [Line Items]
Business Acquisition, Percentage of Voting Interests Acquired																															50.00%
Business acquisition total purchase price																															$ 20,000,000
Acquisition of interest in MG Icon																															4,000,000						$ 21,000,000
Amount to be paid to seller																															$ 3,000,000
MG Icon | Equity method of accounting | Other Liabilities-Current
Schedule of Investments [Line Items]
Amount to be paid to seller		$ 2,000,000																																	$ 2,000,000		2,000,000
MG Icon | Equity method of accounting | Minimum
Schedule of Investments [Line Items]
Preferred profit distribution to the Company																																					$ 23,000,000
Marcy Media Holdings
Schedule of Investments [Line Items]
Cash payment for acquisition of assets																					$ 32,000,000
Percentage of minority interest in subsidiary																					5.00%
Complex Media Inc.
Schedule of Investments [Line Items]
Cash payment for acquisition of assets																				$ 25,000,000
Percentage of minority interest in subsidiary																				14.40%

[1] The Note receivable in connection with Strawberry Shortcake acquisition represents amounts due from AG in respect of non-compete payments pursuant to a License Agreement entered into with AG simultaneously with the closing of the transaction.

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Reconciliation of Consideration Paid and Estimated Fair Value of Assets Acquired (Detail) - USD ($) $ in Thousands	1 Months Ended					9 Months Ended
	Mar. 31, 2015	Feb. 28, 2015	Feb. 28, 2014	Jan. 31, 2014	Feb. 28, 2013	Sep. 30, 2015		Sep. 30, 2014	Dec. 31, 2014
Business Acquisition [Line Items]
Gain on re-measurement of initial equity investment						$ 49,990		$ 28,897
Goodwill						293,849	[1]		$ 232,776
Iconix Latin America
Business Acquisition [Line Items]
Business acquisition purchase price, cash paid			$ 42,000
Fair Value of non-controlling interest			42,698
Book value of Company equity investment prior to 2015 Buy-out			7,950
Gain on re-measurement of initial equity investment			34,748
Business Combination, Reconciliation of Cash Paid and Fair Value of Sellers Non-controlling Interest			85,396
Trademarks			82,400
Cash			1,842
Goodwill			1,130
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total			85,396
Less: note receivable owed to the Company			(1,695)
Add: accrued distributions due to New Brands			997
Working capital deficit			(676)
Iconix Europe
Business Acquisition [Line Items]
Fair Value of non-controlling interest				$ 13,800
Book value of Company equity investment prior to 2015 Buy-out				19,651
Business Combination, Reconciliation of Cash Paid and Fair Value of Sellers Non-controlling Interest				27,600
Trademarks				27,000
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total				27,600
Working capital deficit				(77)
Loss on re-measurement of initial equity investment				(5,851)
Cash				$ 677
Buffalo Brand
Business Acquisition [Line Items]
Business acquisition purchase price, cash paid					$ 39,614
Fair Value of non-controlling interest					59,489
Trademarks					102,643
Goodwill					7,131
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total					99,103
Deferred tax liability					(14,011)
Licensing contracts | Iconix Latin America
Business Acquisition [Line Items]
Finite intangible assets			$ 700
Licensing contracts | Buffalo Brand
Business Acquisition [Line Items]
Finite intangible assets					2,400
Non-compete agreements | Buffalo Brand
Business Acquisition [Line Items]
Finite intangible assets					$ 940
Pony International, LLC.
Business Acquisition [Line Items]
Business acquisition purchase price, cash paid		$ 37,000
Fair Value of non-controlling interest		12,333
Trademarks		32,381
Goodwill		14,702
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total		49,333
Accounts receivable		2,000
Pony International, LLC. | Licensing contracts
Business Acquisition [Line Items]
Finite intangible assets		$ 250
Iconix China
Business Acquisition [Line Items]
Business acquisition purchase price, cash paid	$ 40,400
Fair Value of non-controlling interest	57,372					57,372
Book value of Company equity investment prior to 2015 Buy-out						7,382
Gain on re-measurement of initial equity investment						49,990
Business Combination, Reconciliation of Cash Paid and Fair Value of Sellers Non-controlling Interest						114,744
Trademarks						40,501
Investments in private companies						38,870
Cash						20,184
Other assets						5,997
Accrued expenses						(447)
Goodwill						9,639
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total						$ 114,744
Iconix China | Novel
Business Acquisition [Line Items]
Business acquisition purchase price, cash paid	40,400
Shares issued	15,703
Offset of accounts receivable	1,269
Strawberry Shortcake
Business Acquisition [Line Items]
Business acquisition purchase price, cash paid	105,000
Trademarks	55,761
Goodwill	35,375
Business Combination, Recognized Identifiable Assets Acquired, Goodwill, and Liabilities Assumed, Net, Total	95,000
Accounts receivable	3,397
Strawberry Shortcake | American Greetings Corporation
Business Acquisition [Line Items]
Business acquisition purchase price, cash paid	95,000
Strawberry Shortcake | Licensing contracts
Business Acquisition [Line Items]
Finite intangible assets	$ 467

[1] Included in the adjustment amounts for goodwill, trademarks and other intangibles, net, investments and joint ventures, other assets – current, and accumulated other comprehensive loss are adjustments of approximately $54.5 million, $(50.8) million, $(4.7) million, $0.1 million and $0.9 milllion, respectively, which were not part of the restatement but are to reflect the final purchase price allocation (which was completed in the fourth quarter of 2015) for the buy-out of the remaining 50% interest in Iconix China as well as the acquisitions of Strawberry Shortcake and PONY and the temporary mark-to-market adjustment associated with the available-for-sale securities acquired as part of the buy-out of the remaining 50% interest in Iconix China. Refer to Note 2 and Note 3 for further details.

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Reconciliation of Consideration Paid and Estimated Fair Value of Assets Acquired (Parenthetical) (Detail)	Mar. 31, 2015	Feb. 28, 2015	Dec. 31, 2014	Feb. 28, 2014	Jan. 31, 2014	Feb. 28, 2013
Iconix Latin America
Business Acquisition [Line Items]
Controlling interest				50.00%
Iconix Europe
Business Acquisition [Line Items]
Controlling interest					50.00%
Non-controlling interest			49.00%
Buffalo Brand
Business Acquisition [Line Items]
Non-controlling interest						49.00%
Iconix China
Business Acquisition [Line Items]
Controlling interest	50.00%
Pony International, LLC.
Business Acquisition [Line Items]
Controlling interest		75.00%
Non-controlling interest		25.00%

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Acquisitions, Joint Ventures and Investment - Investments in Iconix China (Detail) - Iconix China $ in Thousands	Sep. 30, 2015 USD ($)
Schedule of Investments [Line Items]
Value of Investment	$ 39,470
Candies Shanghai Fashion Co., Ltd.
Schedule of Investments [Line Items]
Ownership by Iconix China	20.00%
Value of Investment	$ 9,494
Shanghai MuXiang Apparel & Accessory Co. Limited
Schedule of Investments [Line Items]
Ownership by Iconix China	15.00%
Value of Investment	$ 2,293
Bai Shi Kou International (Qingdao) Home Products Co. Ltd.
Schedule of Investments [Line Items]
Ownership by Iconix China	20.00%
Value of Investment	$ 56
Ningbo Material Girl Fashion Co., Ltd
Schedule of Investments [Line Items]
Ownership by Iconix China	20.00%
Value of Investment	$ 4,239
Tangli International Holdings Ltd,
Schedule of Investments [Line Items]
Ownership by Iconix China	20.00%
Value of Investment	$ 12,286
Ai Xi Enterprise (Shanghai) Co. Limited
Schedule of Investments [Line Items]
Ownership by Iconix China	20.00%
Value of Investment	$ 11,102

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Schedule of Gains on Sale of Trademarks (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Schedule Of Gain Loss On Investments Including Marketable Securities And Investments Held At Cost Income Statement Reported Amounts Summary [Line Items]
Gains on sale of trademarks	$ 0	$ 0	$ 0	$ 6,399	[1]
Sharper Image
Schedule Of Gain Loss On Investments Including Marketable Securities And Investments Held At Cost Income Statement Reported Amounts Summary [Line Items]
Gains on sale of trademarks				$ 6,399

[1] Gains on sale of trademarks was previously reported as other revenue. Many of the gains recorded upon formation of certain joint ventures were reversed as a result of consolidation. The gains that were not impacted by consolidation, and therefore not reversed, have been reclassified and are being presented as a separate line item above operating income.

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Schedule of Gains on Sale of Trademarks - Additional Information (Detail) (USD $) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Investments Debt And Equity Securities [Abstract]
Net gains (losses) on sale of trademarks	$ 0	$ 0	$ 0	$ 6,399	[1]

[1] Gains on sale of trademarks was previously reported as other revenue. Many of the gains recorded upon formation of certain joint ventures were reversed as a result of consolidation. The gains that were not impacted by consolidation, and therefore not reversed, have been reclassified and are being presented as a separate line item above operating income.

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Fair Value Measurements - Additional Information (Detail) (USD $) - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2015	Dec. 31, 2014	Sep. 30, 2014	Mar. 18, 2013	May 23, 2011
Impaired Long Lived Assets Held And Used [Line Items]
Impairment of long-lived assets	$ 0	$ 0
Convertible Notes | 2.50% Senior Subordinated Notes Due June 2016
Impaired Long Lived Assets Held And Used [Line Items]
Debt instrument, interest rate, stated percentage	2.50%	2.50%	2.50%		2.50%
Convertible Notes | 1.50% Senior Subordinated Notes Due March 15, 2018
Impaired Long Lived Assets Held And Used [Line Items]
Debt instrument, interest rate, stated percentage	1.50%	1.50%	1.50%	1.50%

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Estimated Fair Values of Other Financial Instruments (Detail) - USD ($) $ in Thousands	Sep. 30, 2015	Dec. 31, 2014
Fair Value Disclosures [Abstract]
Long-term debt, including current portion, Carrying Amount	$ 1,471,642	$ 1,394,077
Long-term debt, including current portion, Fair Value	$ 1,418,987	$ 1,601,418

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Net Carrying Amount of Debt (Detail) - USD ($) $ in Thousands	Sep. 30, 2015		Dec. 31, 2014
Debt Instrument [Line Items]
Long term debt	$ 1,471,642		$ 1,394,077
Senior Secured Notes
Debt Instrument [Line Items]
Long term debt	728,189		774,030
Convertible Notes | 1.50% Senior Subordinated Notes Due March 15, 2018
Debt Instrument [Line Items]
Long term debt	353,032	[1]	339,943
Convertible Notes | 2.50% Senior Subordinated Notes Due June 2016
Debt Instrument [Line Items]
Long term debt	290,421	[2]	$ 280,104
Variable Funding Notes
Debt Instrument [Line Items]
Long term debt	$ 100,000

[1] Reflects the net debt carrying amount of the 1.50% Convertible Notes in the consolidated balance sheet as of September 30, 2015, in accordance with accounting for convertible notes. The principal amount owed to the holders of the 1.50% Convertible Notes is $400.0 million.

[2] Reflects the net debt carrying amount of the 2.50% Convertible Notes in the consolidated balance sheet as of September 30, 2015, in accordance with accounting for convertible notes. The principal amount owed to the holders of the 2.50% Convertible Notes is $300.0 million.

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Net Carrying Amount of Debt (Parenthetical) (Detail) - Convertible Notes	Sep. 30, 2015	Dec. 31, 2014	Sep. 30, 2014	Mar. 18, 2013	May 23, 2011
1.50% Senior Subordinated Notes Due March 15, 2018
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	1.50%	1.50%	1.50%	1.50%
2.50% Senior Subordinated Notes Due June 2016
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	2.50%	2.50%	2.50%		2.50%

XML

Debt Arrangements - Additional Information (Detail)							1 Months Ended			3 Months Ended			9 Months Ended			12 Months Ended				57 Months Ended
	Mar. 18, 2013 USD ($) d $ / shares shares	Mar. 13, 2013 USD ($) $ / shares shares	Mar. 12, 2013 $ / shares	Nov. 29, 2012 USD ($)	May 23, 2011 USD ($) d $ / shares shares	May 17, 2011 $ / shares	Feb. 28, 2015 USD ($)	Jul. 31, 2014 USD ($)	Mar. 31, 2013 USD ($)	Sep. 30, 2015 USD ($) $ / shares		Sep. 30, 2014 USD ($)	Sep. 30, 2015 USD ($) $ / shares shares		Sep. 30, 2014 USD ($)	Dec. 31, 2014 USD ($) $ / shares shares	Dec. 31, 2013 USD ($) shares	Dec. 31, 2012 USD ($) shares	Dec. 31, 2011 USD ($) shares	Sep. 30, 2015 USD ($) $ / shares shares		Jun. 21, 2013 USD ($)
Debt Instrument [Line Items]
Payment for the acquisition of Brand													$ 120,000		$ 790,000
Payment of long-term debt													45,843,000		47,574,000
Current portion of long-term debt										$ 351,544,000			351,544,000			$ 61,123,000				$ 351,544,000
Restricted cash										51,911,000			51,911,000			59,560,000				51,911,000
Long term debt										$ 1,471,642,000			1,471,642,000			$ 1,394,077,000				$ 1,471,642,000
Non cash additional interest expense on convertible notes													$ 23,408,000		22,040,000
Number of shares repurchased | shares													360,000			4,994,578	15,812,566	7,185,257	1,150,000	29,502,401
Cost of shares repurchased													$ 12,391,000			$ 193,434,000	$ 436,419,000	$ 125,341,000	$ 19,138,000	$ 786,723,000
Sold warrants, shares of common stock strike price per share | $ / shares										$ 6.65			$ 6.65			$ 6.65				$ 6.65
MG Icon
Debt Instrument [Line Items]
Equity ownership percentage				50.00%
Peanuts Worldwide
Debt Instrument [Line Items]
Joint venture ownership percentage				80.00%
Hardy Way
Debt Instrument [Line Items]
Joint venture ownership percentage				85.00%
Zoo York brand
Debt Instrument [Line Items]
Ownership Percentage				100.00%
Ice Cream Trademark
Debt Instrument [Line Items]
Equity ownership percentage																						50.00%
2012 Senior Secured Notes
Debt Instrument [Line Items]
Principal amount of long term debt				$ 600,000,000
Debt instrument, interest rate, stated percentage				4.229%
Debt instrument, quarterly payment				$ 10,500,000
Debt instrument, frequency of payment													quarterly
Excess interest rate on original interest rate				3.40%
Proceeds from issuance of debt instrument				$ 150,400,000
Payments of securitized financing transaction				20,900,000
2012 Senior Secured Notes | Umbro
Debt Instrument [Line Items]
Payment for the acquisition of Brand				218,300,000
Class A Variable Funding Note
Debt Instrument [Line Items]
Principal amount of long term debt				100,000,000
Variable Funding Notes
Debt Instrument [Line Items]
Net proceeds received from issuance of debt							$ 100,000,000
Commitment fee on the unused portion of the variable funding notes facility							0.50%
Debt Instrument anticipated repayment year and month							2018-01
Additional interest rate							5.00%
Long term debt										$ 100,000,000			$ 100,000,000							$ 100,000,000
2013 Senior Secured Notes
Debt Instrument [Line Items]
Principal amount of long term debt																						$ 275,000,000
Debt instrument, interest rate, stated percentage																						4.352%
Debt instrument, quarterly payment				$ 4,800,000
Debt instrument, frequency of payment													quarterly
Excess interest rate on original interest rate				3.14%
Payments of securitized financing transaction				$ 7,200,000
Senior Secured Notes
Debt Instrument [Line Items]
Principal amount of long term debt										828,200,000			$ 828,200,000			$ 774,000,000				828,200,000
Debt Instrument anticipated repayment year and month				2020-01
Additional interest rate				5.00%
Debt instrument, Maturity Date				2043-01
Debt instrument description of interest													If the Co-Issuers have not repaid or refinanced the Senior Secured Notes prior to the anticipated repayment date, additional interest will accrue on the Senior Secured Notes equal to the greater of (A) 5% per annum and (B) a per annum interest rate equal to the excess, if any, by which the sum of (i) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the anticipated repayment date of the United States treasury security having a term closest to 10 years plus (ii) 5% plus (iii) with respect to the 2012 Senior Secured Notes, 3.4%, or with respect to the 2013 Senior Secured Notes, 3.14%, exceeds the original interest rate.
Anticipated repayment date				10 years
Payment of long-term debt								$ 1,600,000
Current portion of long-term debt										61,100,000			$ 61,100,000			61,100,000				61,100,000
Restricted cash										51,900,000			51,900,000			59,600,000				51,900,000
Cash interest expense for convertible notes										8,900,000		$ 8,700,000	26,000,000		$ 26,700,000
Long term debt										728,189,000			728,189,000			$ 774,030,000				728,189,000
Convertible Notes | 1.50% Senior Subordinated Notes Due March 15, 2018
Debt Instrument [Line Items]
Principal amount of long term debt	$ 400,000,000									$ 400,000,000			$ 400,000,000							$ 400,000,000
Debt instrument, interest rate, stated percentage	1.50%									1.50%		1.50%	1.50%		1.50%	1.50%				1.50%
Net proceeds received from issuance of debt	$ 390,600,000
Cash interest expense for convertible notes										$ 1,500,000		$ 1,500,000	$ 4,500,000		$ 4,500,000
Debt instrument, maturity date	Mar. 15, 2018
Debt instrument, payment terms													The 1.50% Convertible Notes bear interest at an annual rate of 1.50%, payable semi-annually in arrears on March 15 and September 15 of each year, beginning on September 15, 2013
Debt instrument, effective interest rate	6.50%
Debt instrument, conversion rate	32.4052
Principal amount of each convertible note	$ 1,000
Convertible notes, initial conversion price per share | $ / shares	$ 30.86
Long term debt										353,032,000	[1]		$ 353,032,000	[1]		$ 339,943,000				$ 353,032,000	[1]
Non cash additional interest expense on convertible notes										4,600,000		$ 3,900,000	12,400,000		$ 11,400,000
Number of shares repurchased | shares	2,964,000
Cost of shares repurchased	$ 69,000,000
Sold warrants, shares of common stock | shares		13,000,000
Sold warrants, shares of common stock strike price per share | $ / shares		$ 35.5173
Sold warrants, shares of common stock exercise date		Jun. 18, 2018
Sold warrants, shares of common stock expiring date		Sep. 01, 2018
Proceeds received from sale of sold warrants		$ 57,700,000
Adjustments to additional paid in capital due convertible note hedge and warrants									$ 3,000,000
Convertible notes, warrant strike price | $ / shares			$ 35.5173
Percentage of premiums			52.50%
Selling price per share of common stock | $ / shares			$ 23.29
Convertible Notes | 1.50% Senior Subordinated Notes Due March 15, 2018 | Long | Call Option
Debt Instrument [Line Items]
Convertible notes, common stock option shares | shares	13,000,000
Payment for the purchased call option		84,100,000
Deferred income tax related to convertible notes		$ 29,400,000								14,500,000			$ 14,500,000			$ 18,900,000				14,500,000
Convertible Notes | 1.50% Senior Subordinated Notes Due March 15, 2018 | Scenario 1
Debt Instrument [Line Items]
Debt instrument, convertible, threshold trading days | d	20
Debt instrument, convertible, threshold consecutive trading days	30 days
Debt Instrument, Redemption Price, Percentage													100.00%
Debt Instrument, Redemption, Description													price equal to 100% of the principal amount of the 1.50% Convertible Notes, plus accrued and unpaid interest, if any
Convertible Notes | 1.50% Senior Subordinated Notes Due March 15, 2018 | Scenario 2
Debt Instrument [Line Items]
Debt instrument, convertible, threshold trading days | d	5
Debt instrument, convertible, threshold consecutive trading days	5 days
Convertible Notes | 1.50% Senior Subordinated Notes Due March 15, 2018 | Minimum
Debt Instrument [Line Items]
Percentage of closing price to trigger debt conversion	130.00%
Convertible Notes | 1.50% Senior Subordinated Notes Due March 15, 2018 | Maximum
Debt Instrument [Line Items]
Percentage of closing price to trigger debt conversion	98.00%
Convertible Notes | 2.50% Senior Subordinated Notes Due June 2016
Debt Instrument [Line Items]
Principal amount of long term debt					$ 300,000,000					$ 300,000,000			$ 300,000,000							$ 300,000,000
Debt instrument, interest rate, stated percentage					2.50%					2.50%		2.50%	2.50%		2.50%	2.50%				2.50%
Net proceeds received from issuance of debt					$ 291,600,000
Cash interest expense for convertible notes										$ 1,900,000		$ 1,900,000	$ 5,600,000		$ 5,600,000
Debt instrument, payment terms													The 2.50% Convertible Notes bear interest at an annual rate of 2.50%, payable semi-annually in arrears on June 1 and December 1 of each year, beginning December 1, 2011.
Debt instrument, effective interest rate					7.25%
Debt instrument, conversion rate					32.5169
Principal amount of each convertible note					$ 1,000
Convertible notes, initial conversion price per share | $ / shares					$ 30.75
Long term debt										290,421,000	[2]		$ 290,421,000	[2]		$ 280,104,000				$ 290,421,000	[2]
Non cash additional interest expense on convertible notes										3,300,000		$ 3,100,000	$ 9,400,000		$ 8,800,000
Sold warrants, shares of common stock | shares					9,760,000
Sold warrants, shares of common stock strike price per share | $ / shares					$ 40.6175
Sold warrants, shares of common stock exercise date					Sep. 01, 2016
Sold warrants, shares of common stock expiring date					Dec. 31, 2016
Proceeds received from sale of sold warrants					$ 28,800,000
Adjustments to additional paid in capital due convertible note hedge and warrants					$ (9,400,000)
Convertible notes, warrant strike price | $ / shares						$ 40.6175
Percentage of premiums						75.00%
Selling price per share of common stock | $ / shares						$ 23.21
Convertible Notes | 2.50% Senior Subordinated Notes Due June 2016 | Semi Annual Payment, First Payment
Debt Instrument [Line Items]
Debt instrument, interest payment period													--06-01
Convertible Notes | 2.50% Senior Subordinated Notes Due June 2016 | Semi Annual Payment, Second Payment
Debt Instrument [Line Items]
Debt instrument, interest payment period													--12-01
Convertible Notes | 2.50% Senior Subordinated Notes Due June 2016 | Long | Call Option
Debt Instrument [Line Items]
Convertible notes, common stock option shares | shares					9,800,000
Payment for the purchased call option					$ 58,700,000
Deferred income tax related to convertible notes					$ 20,600,000					$ 2,800,000			$ 2,800,000			$ 5,900,000				$ 2,800,000
Convertible Notes | 2.50% Senior Subordinated Notes Due June 2016 | Scenario 1
Debt Instrument [Line Items]
Debt instrument, convertible, threshold trading days | d					20
Debt instrument, convertible, threshold consecutive trading days					30 days
Debt Instrument, Redemption Price, Percentage													100.00%
Debt Instrument, Redemption, Description													price equal to 100% of the principal amount of the 2.50% Convertible Notes, plus accrued and unpaid interest, if any.
Convertible Notes | 2.50% Senior Subordinated Notes Due June 2016 | Scenario 2
Debt Instrument [Line Items]
Debt instrument, convertible, threshold trading days | d					5
Debt instrument, convertible, threshold consecutive trading days					5 days
Convertible Notes | 2.50% Senior Subordinated Notes Due June 2016 | Minimum
Debt Instrument [Line Items]
Percentage of closing price to trigger debt conversion					130.00%
Convertible Notes | 2.50% Senior Subordinated Notes Due June 2016 | Maximum
Debt Instrument [Line Items]
Percentage of closing price to trigger debt conversion					98.00%

[1] Reflects the net debt carrying amount of the 1.50% Convertible Notes in the consolidated balance sheet as of September 30, 2015, in accordance with accounting for convertible notes. The principal amount owed to the holders of the 1.50% Convertible Notes is $400.0 million.

[2] Reflects the net debt carrying amount of the 2.50% Convertible Notes in the consolidated balance sheet as of September 30, 2015, in accordance with accounting for convertible notes. The principal amount owed to the holders of the 2.50% Convertible Notes is $300.0 million.

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Details of One Point Five Zero Percent Convertible Notes Reflected on Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands	Sep. 30, 2015		Dec. 31, 2014
Debt Instrument [Line Items]
Long-term debt, including current portion, Carrying Amount	$ 1,471,642		$ 1,394,077
Convertible Notes | 1.50% Senior Subordinated Notes Due March 15, 2018
Debt Instrument [Line Items]
Equity component carrying amount	49,931		49,931
Unamortized discount	46,967		60,057
Long-term debt, including current portion, Carrying Amount	$ 353,032	[1]	$ 339,943

[1] Reflects the net debt carrying amount of the 1.50% Convertible Notes in the consolidated balance sheet as of September 30, 2015, in accordance with accounting for convertible notes. The principal amount owed to the holders of the 1.50% Convertible Notes is $400.0 million.

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Details of Two Point Five Zero Percent Convertible Notes Reflected on Consolidated Balance Sheet (Detail) - USD ($) $ in Thousands	Sep. 30, 2015		Dec. 31, 2014
Debt Instrument [Line Items]
Long-term debt, including current portion, Carrying Amount	$ 1,471,642		$ 1,394,077
Convertible Notes | 2.50% Senior Subordinated Notes Due June 2016
Debt Instrument [Line Items]
Equity component carrying amount	35,996		35,996
Unamortized discount	9,579		19,896
Long-term debt, including current portion, Carrying Amount	$ 290,421	[1]	$ 280,104

[1] Reflects the net debt carrying amount of the 2.50% Convertible Notes in the consolidated balance sheet as of September 30, 2015, in accordance with accounting for convertible notes. The principal amount owed to the holders of the 2.50% Convertible Notes is $300.0 million.

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Company's Debt Maturities on Calendar Year Basis (Detail) - USD ($) $ in Thousands		Sep. 30, 2015		Dec. 31, 2014
Debt Instrument [Line Items]
Total		$ 1,471,642		$ 1,394,077
Oct 1 through December 31, 2015		15,282
2016		351,544
2017		61,123
2018		514,155
2019		61,123
Thereafter		468,415
Senior Secured Notes
Debt Instrument [Line Items]
Total		728,189		774,030
Oct 1 through December 31, 2015		15,282
2016		61,123
2017		61,123
2018		61,123
2019		61,123
Thereafter		468,415
Convertible Notes | 1.50% Senior Subordinated Notes Due March 15, 2018
Debt Instrument [Line Items]
Total		353,032	[1]	339,943
2018	[1]	353,032
Convertible Notes | 2.50% Senior Subordinated Notes Due June 2016
Debt Instrument [Line Items]
Total		290,421	[2]	$ 280,104
2016	[2]	290,421
Variable Funding Notes
Debt Instrument [Line Items]
Total		100,000
2018		$ 100,000

[1] Reflects the net debt carrying amount of the 1.50% Convertible Notes in the consolidated balance sheet as of September 30, 2015, in accordance with accounting for convertible notes. The principal amount owed to the holders of the 1.50% Convertible Notes is $400.0 million.

[2] Reflects the net debt carrying amount of the 2.50% Convertible Notes in the consolidated balance sheet as of September 30, 2015, in accordance with accounting for convertible notes. The principal amount owed to the holders of the 2.50% Convertible Notes is $300.0 million.

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Company's Debt Maturities on Calendar Year Basis (Parenthetical) (Detail) - Convertible Notes - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014	Sep. 30, 2014	Mar. 18, 2013	May 23, 2011
1.50% Senior Subordinated Notes Due March 15, 2018
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	1.50%	1.50%	1.50%	1.50%
Principal amount of long term debt	$ 400.0			$ 400.0
2.50% Senior Subordinated Notes Due June 2016
Debt Instrument [Line Items]
Debt instrument, interest rate, stated percentage	2.50%	2.50%	2.50%		2.50%
Principal amount of long term debt	$ 300.0				$ 300.0

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Stockholders' Equity - Additional Information (Detail) - USD ($)				1 Months Ended				3 Months Ended		9 Months Ended		12 Months Ended				57 Months Ended
	Mar. 18, 2013	Aug. 15, 2012	Aug. 13, 2009	Feb. 28, 2014	Jul. 31, 2013	Feb. 28, 2013	Oct. 31, 2011	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2015	May 23, 2011
Class of Stock [Line Items]
Value of common stock repurchased										$ 12,391,000		$ 193,434,000	$ 436,419,000	$ 125,341,000	$ 19,138,000	$ 786,723,000
Convertible Notes | 1.50% Senior Subordinated Notes Due March 15, 2018
Class of Stock [Line Items]
Debt instrument, interest rate, stated percentage	1.50%							1.50%	1.50%	1.50%	1.50%	1.50%				1.50%
Value of common stock repurchased	$ 69,000,000
Convertible Notes | 2.50% Senior Subordinated Notes Due June 2016
Class of Stock [Line Items]
Debt instrument, interest rate, stated percentage								2.50%	2.50%	2.50%	2.50%	2.50%				2.50%	2.50%
Stock Options
Class of Stock [Line Items]
Compensation expense related to stock grants								$ 0	$ 0	$ 0	$ 0
Restricted Stock
Class of Stock [Line Items]
Compensation expense related to stock grants								3,900,000	$ 6,500,000	9,800,000	14,700,000
Compensation cost not yet recognized								$ 2,600,000		$ 2,600,000						$ 2,600,000
Compensation cost not yet recognized, period for recognition										3 years
Value of common stock repurchased										$ 15,500,000	$ 13,700,000
Restricted Stock | Maximum
Class of Stock [Line Items]
Share based compensation awards vesting period										5 years
Stock Incentive Plan 2009
Class of Stock [Line Items]
Number of common stock shares authorized under Equity Incentive Plan			3,000,000
Plan expiration date			Aug. 13, 2019
Amended and Restated Stock Incentive Plan 2009
Class of Stock [Line Items]
Number of common stock shares authorized under Equity Incentive Plan		7,000,000
Plan expiration date		Aug. 15, 2022
Number of additional common stock shares approved for issuance under amended and restated 2009 Equity Incentive Plan		4,000,000
Common stock reserved for issuance								2,124,475		2,124,475						2,124,475
Previous Plan
Class of Stock [Line Items]
Common stock reserved for issuance								0		0						0
February 2013 Program
Class of Stock [Line Items]
Repurchase of common stock authorized value						$ 300,000,000
Period of common stock repurchase, years						3 years
2011 Program
Class of Stock [Line Items]
Repurchase of common stock authorized value							$ 200,000,000
Period of common stock repurchase, years							3 years
July 2013 Program
Class of Stock [Line Items]
Repurchase of common stock authorized value					$ 300,000,000
Period of common stock repurchase, years					3 years
Accounts payable and accrued expenses								$ 13,300,000		$ 13,300,000						$ 13,300,000
February 2014 Program
Class of Stock [Line Items]
Repurchase of common stock authorized value				$ 500,000,000
Period of common stock repurchase, years				3 years
Accounts payable and accrued expenses								$ 500,000,000		$ 500,000,000						$ 500,000,000

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Stock Repurchase Program (Detail) - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended				57 Months Ended
	Sep. 30, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2012	Dec. 31, 2011	Sep. 30, 2015
Equity [Abstract]
Number of shares repurchased as part of stock repurchase programs	360,000	4,994,578	15,812,566	7,185,257	1,150,000	29,502,401
Cost of shares repurchased	$ 12,391	$ 193,434	$ 436,419	$ 125,341	$ 19,138	$ 786,723
Weighted Average Price	$ 34.42	$ 38.73	$ 27.60	$ 17.44	$ 16.64	$ 26.67

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Summary of Stock Options Activity and Related Information (Detail)	9 Months Ended
	Sep. 30, 2015 $ / shares shares
Options
Beginning balance | shares	141,077
Exercised | shares	(15,000)
Expired/Forfeited | shares	(16,077)
Ending balance | shares	110,000
Exercisable at September 30, 2015 | shares	110,000
Weighted Average Exercise Price
Beginning balance | $ / shares	$ 12.10
Exercised | $ / shares	16.33
Expired/Forfeited | $ / shares	3.11
Ending balance | $ / shares	12.84
Exercisable at September 30, 2015 | $ / shares	$ 12.84

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Summary of Warrants and Related Information (Detail) - $ / shares	Sep. 30, 2015	Dec. 31, 2014
Warrants
Warrants outstanding	20,000	20,000
Warrant
Warrants
Exercisable at September 30, 2015	20,000
Weighted Average Exercise Price
Exercisable at September 30, 2015	$ 6.65

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Summary of Unvested Restricted Stock (Detail) - Restricted Stock	9 Months Ended
	Sep. 30, 2015 $ / shares shares
Shares
Beginning balance | shares	2,699,732
Granted | shares	203,229
Vested | shares	(748,027)
Forfeited/Canceled | shares	(77,376)
Ending balance | shares	2,077,558
Weighted Average Grant Date Fair Value
Beginning balance | $ / shares	$ 22.40
Granted | $ / shares	25.55
Vested | $ / shares	29.18
Forfeited/Canceled | $ / shares	34.30
Ending balance | $ / shares	$ 19.82

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Earnings Per Share - Additional Information (Detail) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014	Mar. 18, 2013	May 23, 2011
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive shares	1.3	0.1		0.1
Convertible Notes | 1.50% Senior Subordinated Notes Due March 15, 2018
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Debt instrument, interest rate, stated percentage	1.50%	1.50%	1.50%	1.50%	1.50%	1.50%
Convertible Notes | 2.50% Senior Subordinated Notes Due June 2016
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Debt instrument, interest rate, stated percentage	2.50%	2.50%	2.50%	2.50%	2.50%		2.50%
Performance Shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive shares	0.2
Maximum
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive shares			0.1
Maximum | Performance Shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share [Line Items]
Anti-dilutive shares		0.1	0.1	0.1

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Reconciliation of Weighted Average Shares Used in Calculating Basic and Diluted Earnings Per Share (Detail) - shares shares in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Earnings Per Share Disclosure [Line Items]
Basic	48,310	47,991	48,238	48,682
Effect of assuming vesting of performance related to restricted stock-based awards		381		127
Effect of convertible notes subject to conversion		5,753	783	5,411
Effect of convertible notes warrants subject to conversion		1,958		1,681
Diluted	48,310	58,457	50,486	58,306
Stock Options
Earnings Per Share Disclosure [Line Items]
Effect of exercise of stock options		987	77	1,036
Restricted Stock
Earnings Per Share Disclosure [Line Items]
Effect of exercise of stock options		1,387	1,388	1,369

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Commitments and Contingencies - Additional Information (Detail)	Sep. 30, 2015 Claim
Class Actions
Loss Contingencies [Line Items]
Number of pending claims	2

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Related Party Transactions - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014	Dec. 31, 2014
Related Party Transaction [Line Items]
Earned fees	$ 600,000	$ 700,000	$ 2,100,000	$ 2,000,000
Candie's Foundation | Maximum
Related Party Transaction [Line Items]
Amount owed by Candie's Foundation, a charitable foundation	100,000		100,000		$ 100,000
Travel
Related Party Transaction [Line Items]
Travel expenses paid to related party	0	0	0	95,000
Complex Media Inc.
Related Party Transaction [Line Items]
Advertising expense	0	100,000	0	100,000
Accounts payable related parties	0		0		$ 100,000
Mark Friedman
Related Party Transaction [Line Items]
Consulting Fees	$ 100,000	$ 100,000	$ 100,000	$ 100,000

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Related Party Transactions - Summary of Royalty Revenue Recognized (Detail) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Related Party Transaction [Line Items]
Royalty revenue		$ 7,284	$ 6,264	$ 22,600	$ 16,812
Global Brands Group Asia Limited
Related Party Transaction [Line Items]
Royalty revenue	[1]	1,450	1,569	4,073	4,916
Buffalo Brand
Related Party Transaction [Line Items]
Royalty revenue		3,651	2,786	8,474	7,627
Rise Partners, LLC / Top On International Group Limited
Related Party Transaction [Line Items]
Royalty revenue		524	882	4,967	1,746
M.G.S. Sports Trading Limited
Related Party Transaction [Line Items]
Royalty revenue		163	224	439	493
Pac Brands USA, Inc.
Related Party Transaction [Line Items]
Royalty revenue		81	201	392	773
NGO, LLC
Related Party Transaction [Line Items]
Royalty revenue		202		605
Albion Equity Partners LLC / GL Damek
Related Party Transaction [Line Items]
Royalty revenue		568	502	1,895	957
Anthony L&S
Related Party Transaction [Line Items]
Royalty revenue		545		1,455
Roc Nation
Related Party Transaction [Line Items]
Royalty revenue		$ 100	$ 100	$ 300	$ 300

[1] Global Brands Group Asia Limited also serves as agent to Peanuts Worldwide for the Greater China Territory for Peanuts brands. For the Current Quarter and Prior Year Quarter, Global Brands Group Asia Limited earned fees of approximately $0.6 million and $0.7 million, respectively, in its capacity as agent to Peanuts Worldwide. For the Current Nine Months and Prior Year Nine Months, Global Brands Group Asia Limited earned fees of approximately $2.1 million and $2.0 million, respectively, in its capacity as agent to Peanuts Worldwide

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Segment and Geographic Data - Additional Information (Detail) - Segment	3 Months Ended
	Jun. 30, 2015	Mar. 31, 2015
Segment Reporting [Abstract]
Number of reportable segment	5	1

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Net Revenues by Type of License and Information by Geographic Region (Detail) - USD ($) $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Segment Reporting Information [Line Items]
Licensing revenue		$ 91,332	$ 89,965	$ 284,544	$ 295,481
Total revenue		91,332	89,965	284,544	295,481
Operating income (loss)		27,782	45,777	135,583	172,150
United States
Segment Reporting Information [Line Items]
Total revenue		61,182	61,962	190,837	204,480
Japan
Segment Reporting Information [Line Items]
Total revenue		7,357	6,565	23,367	23,084
Other
Segment Reporting Information [Line Items]
Total revenue	[1]	22,793	21,438	70,340	67,917
Operating Segments | Men's
Segment Reporting Information [Line Items]
Licensing revenue		23,347	24,938	73,328	76,833
Operating income (loss)		7,771	11,738	41,892	45,448
Operating Segments | Women's
Segment Reporting Information [Line Items]
Licensing revenue		33,260	31,056	109,391	107,811
Operating income (loss)		24,352	27,354	89,475	98,033
Operating Segments | Home
Segment Reporting Information [Line Items]
Licensing revenue		9,636	10,760	29,702	32,679
Operating income (loss)		8,140	8,899	24,836	28,065
Operating Segments | Entertainment
Segment Reporting Information [Line Items]
Licensing revenue		25,089	23,211	72,123	78,158
Operating income (loss)		8,409	8,872	23,964	24,568
Corporate
Segment Reporting Information [Line Items]
Operating income (loss)		(20,890)	(11,086)	(44,584)	(23,964)
Direct To Retail License
Segment Reporting Information [Line Items]
Licensing revenue		36,160	35,433	123,703	125,518
Wholesale License
Segment Reporting Information [Line Items]
Licensing revenue		42,492	43,838	125,404	127,353
Other Licenses
Segment Reporting Information [Line Items]
Licensing revenue		$ 12,680	$ 10,694	$ 35,437	$ 42,610

[1] No single country represented 10% of the Company’s revenues in the periods presented

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Income Taxes - Additional Information (Detail) - USD ($)	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Income Tax Disclosure [Abstract]
Unrecognized tax benefits, interest expense			$ 0	$ 0
Effective income tax rate	117.90%	35.10%	34.10%	30.90%

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Other Assets - Current (Detail) - USD ($) $ in Thousands		Sep. 30, 2015		Dec. 31, 2014
Prepaid Expenses And Other Current Assets [Line Items]
Notes receivables on sale of trademarks	[1]	$ 3,337		$ 2,981
Note receivable in connection with Strawberry Shortcake acquisition	[2]	5,000
Due from related parties		3,599		3,450
Prepaid advertising		2,405		4,763
Prepaid expenses		1,445		853
Deferred charges		4,045		1,271
Prepaid taxes		5,943		26,468
Prepaid insurance		142		439
Other current assets		10,244		1,778
Total		39,557	[3]	44,088
American Greetings Corporation
Prepaid Expenses And Other Current Assets [Line Items]
Due from related parties		$ 3,397
Beagle Scout LLC
Prepaid Expenses And Other Current Assets [Line Items]
Short-term receivable- Beagle note receivable				$ 2,085

[1] Certain amounts due from our joint venture partners are presented net of redeemable non-controlling interest and non-controlling interest in the condensed consolidated balance sheet. Refer to Note 3 for further details.

[2] The Note receivable in connection with Strawberry Shortcake acquisition represents amounts due from AG in respect of non-compete payments pursuant to a License Agreement entered into with AG simultaneously with the closing of the transaction.

[3] Included in the adjustment amounts for goodwill, trademarks and other intangibles, net, investments and joint ventures, other assets – current, and accumulated other comprehensive loss are adjustments of approximately $54.5 million, $(50.8) million, $(4.7) million, $0.1 million and $0.9 milllion, respectively, which were not part of the restatement but are to reflect the final purchase price allocation (which was completed in the fourth quarter of 2015) for the buy-out of the remaining 50% interest in Iconix China as well as the acquisitions of Strawberry Shortcake and PONY and the temporary mark-to-market adjustment associated with the available-for-sale securities acquired as part of the buy-out of the remaining 50% interest in Iconix China. Refer to Note 2 and Note 3 for further details.

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Other Assets - Long-Term (Detail) - USD ($) $ in Thousands		Sep. 30, 2015	Dec. 31, 2014
Prepaid Expenses And Other Noncurrent Assets [Line Items]
Notes receivable on sale of trademarks	[1]	$ 3,914	$ 8,531
Note receivable in connection with Strawberry Shortcake acquisition	[2]	2,217
Prepaid Interest		8,716	9,265
Deposits		621	633
Other noncurrent assets		4,487	18,792
Total		32,673	51,865
ABC
Prepaid Expenses And Other Noncurrent Assets [Line Items]
Due from other related parties		$ 12,718	$ 14,644

[1] Certain amounts due from our joint venture partners are presented net of redeemable non-controlling interest and non-controlling interest in the condensed consolidated balance sheet. Refer to Note 3 for further details.

[2] The Note receivable in connection with Strawberry Shortcake acquisition represents amounts due from AG in respect of non-compete payments pursuant to a License Agreement entered into with AG simultaneously with the closing of the transaction.

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Other Liabilities - Current - Additional Information (Detail) - USD ($) $ in Millions	Sep. 30, 2015	Dec. 31, 2014
MG Icon
Other Current Liabilities [Line Items]
Business acquisition remaining amount owed to Purim included in other current liabilities	$ 2.0	$ 4.0
Other Liabilities-Current
Other Current Liabilities [Line Items]
Due to related parties	$ 1.7	$ 2.4

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Foreign Currency Translation - Additional Information (Detail) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Foreign Currency [Abstract]
Foreign currency translation loss (gain)	$ 1,083	$ 269	$ (7,686)	$ 636
Foreign currency translation gain (loss)	$ 4,051	$ (24,905)	$ (26,560)	$ (28,348)

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Other Matters - Additional Information (Detail) - USD ($) $ in Millions	3 Months Ended	9 Months Ended
	Sep. 30, 2015	Sep. 30, 2015
Restatement Adjustment
Other Matters [Line Items]
Provision for income taxes		$ 3.8
Selling, General and Administrative Expenses
Other Matters [Line Items]
Wrote off uncollectible accounts	$ 12.2
Consulting Fees	4.1	$ 6.5
Mr. Cole's Agreement
Other Matters [Line Items]
One time pre-tax resignation charge to be recognized	4.6
Mr. Cuneo's Agreement
Other Matters [Line Items]
One time pre-tax appointment charge to be recognized	$ 1.2

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Restatement - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2015	Dec. 31, 2014	Dec. 31, 2013	Dec. 31, 2011	Sep. 30, 2015
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Decrease in revenue due to adjustments		$ 14.0	$ 12.0	$ 6.0
Decrease in remeasurement gains due to adjustments				$ 4.0
Liability for royalty credit earned					$ 5.3
Scenario Forecast
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Decrease in revenue due to adjustments	$ 10.0

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Restatement - Adjustments to Previously Reported Unaudited Condensed Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands		Sep. 30, 2015		Dec. 31, 2014	Sep. 30, 2014	Dec. 31, 2013
Current Assets:
Cash and cash equivalents		$ 136,720		$ 128,039	$ 129,527	$ 278,789
Restricted cash		51,911		59,560
Accounts receivable, net		104,828		112,347
Deferred income tax assets		20,383
Other assets - current		39,557	[1]	44,088
Total Current Assets		353,399		354,362
Property and equipment:
Furniture, fixtures and equipment		23,749		22,704
Less: Accumulated depreciation		(16,248)		(14,946)
Property, Plant and Equipment, Net, Total		7,501		7,758
Other Assets:
Other assets		32,673		51,865
Trademarks and other intangibles, net		2,105,628	[1]	1,996,334
Deferred financing costs, net		16,188		19,842
Investments and joint ventures		145,465	[1]	110,105
Goodwill		293,849	[1]	232,776
Other Assets, Total		2,593,803
Total Assets		2,954,703		2,773,042
Current liabilities:
Accounts payable and accrued expenses		43,994		38,655
Deferred revenue		27,535		25,868
Current portion of long-term debt		351,544		61,123
Other liabilities - current		3,727		6,403
Total current liabilities		426,800		132,049
Deferred income tax liability		342,086		299,982
Long-term debt, less current maturities		1,120,098		1,332,954
Other liabilities		15,689		16,924
Total Liabilities		1,904,673		1,781,909
Redeemable Non-Controlling Interests, net of installment payments due from non-controlling interest holders		$ 52,523		$ 39,696
Commitments and contingencies
Stockholders' Equity:
Common stock		$ 80		$ 79
Additional paid-in capital		967,541		940,922
Retained earnings		783,767		713,819
Accumulated other comprehensive loss		(51,396)		(24,186)
Less: Treasury stock		(837,424)		(812,429)
Total Iconix Brand Group, Inc. Stockholders' Equity		862,568		818,205
Non-controlling interests, net of installment payments due from non- controlling interest holders		134,939		133,232
Total Stockholders' Equity		997,507		951,437
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders' Equity		2,954,703		$ 2,773,042
As Previously Reported
Current Assets:
Cash and cash equivalents		136,367
Restricted cash		51,911
Accounts receivable, net		109,090
Deferred income tax assets		20,383
Other assets - current	[1]	51,270
Total Current Assets		369,021
Property and equipment:
Furniture, fixtures and equipment		23,749
Less: Accumulated depreciation		(16,248)
Property, Plant and Equipment, Net, Total		7,501
Other Assets:
Other assets		48,466
Trademarks and other intangibles, net	[1]	2,184,532
Deferred financing costs, net		16,188
Investments and joint ventures	[1]	179,773
Goodwill	[1]	238,220
Other Assets, Total		2,667,179
Total Assets		3,043,701
Current liabilities:
Accounts payable and accrued expenses		43,926
Deferred revenue		26,945
Current portion of long-term debt		351,544
Other liabilities - current		13,884
Total current liabilities		436,299
Deferred income tax liability		362,100
Long-term debt, less current maturities		1,120,098
Other liabilities		10,424
Total Liabilities		1,928,921
Redeemable Non-Controlling Interests, net of installment payments due from non-controlling interest holders		$ 14,761
Commitments and contingencies
Stockholders' Equity:
Common stock		$ 80
Additional paid-in capital		974,797
Retained earnings		877,655
Accumulated other comprehensive loss		(50,953)
Less: Treasury stock		(837,424)
Total Iconix Brand Group, Inc. Stockholders' Equity		964,155
Non-controlling interests, net of installment payments due from non- controlling interest holders		135,864
Total Stockholders' Equity		1,100,019
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders' Equity		3,043,701
Adjustments
Current Assets:
Cash and cash equivalents		353
Accounts receivable, net		(4,262)
Other assets - current	[1]	(11,713)
Total Current Assets		(15,622)
Other Assets:
Other assets		(15,793)
Trademarks and other intangibles, net	[1]	(78,904)
Investments and joint ventures	[1]	(34,308)
Goodwill	[1]	55,629
Other Assets, Total		(73,376)
Total Assets		(88,998)
Current liabilities:
Accounts payable and accrued expenses		68
Deferred revenue		590
Other liabilities - current		(10,157)
Total current liabilities		(9,499)
Deferred income tax liability		(20,014)
Other liabilities		5,265
Total Liabilities		(24,248)
Redeemable Non-Controlling Interests, net of installment payments due from non-controlling interest holders		$ 37,762
Commitments and contingencies
Stockholders' Equity:
Additional paid-in capital		$ (7,256)
Retained earnings		(93,888)
Accumulated other comprehensive loss		(443)
Total Iconix Brand Group, Inc. Stockholders' Equity		(101,587)
Non-controlling interests, net of installment payments due from non- controlling interest holders		(925)
Total Stockholders' Equity		(102,512)
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders' Equity		$ (88,998)

[1] Included in the adjustment amounts for goodwill, trademarks and other intangibles, net, investments and joint ventures, other assets – current, and accumulated other comprehensive loss are adjustments of approximately $54.5 million, $(50.8) million, $(4.7) million, $0.1 million and $0.9 milllion, respectively, which were not part of the restatement but are to reflect the final purchase price allocation (which was completed in the fourth quarter of 2015) for the buy-out of the remaining 50% interest in Iconix China as well as the acquisitions of Strawberry Shortcake and PONY and the temporary mark-to-market adjustment associated with the available-for-sale securities acquired as part of the buy-out of the remaining 50% interest in Iconix China. Refer to Note 2 and Note 3 for further details.

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Restatement - Adjustments to Previously Reported Unaudited Condensed Consolidated Balance Sheets (Parenthetical) (Detail) $ in Millions	9 Months Ended
	Sep. 30, 2015 USD ($)
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Final purchase price allocation included in the adjustment amounts of goodwill	$ 54.5
Final purchase price allocation included in the adjustment amounts of trademarks and other intangibles, net	(50.8)
Final purchase price allocation included in the adjustment amounts of investments and joint ventures	(4.7)
Final purchase price allocation included in the adjustment amounts of other assets current	0.1
Final purchase price allocation included in the adjustment amounts of other comprehensive loss	$ 0.9
Iconix China
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Remaining interest buy-out	50.00%

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Restatement - Adjustments to Previously Reported Unaudited Condensed Consolidated Statements of Income and Comprehensive Income (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended		9 Months Ended
		Sep. 30, 2015	Sep. 30, 2014	Sep. 30, 2015	Sep. 30, 2014
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Licensing revenue		$ 91,332	$ 89,965	$ 284,544	$ 295,481
Total revenue		91,332	89,965	284,544	295,481
Selling, general and administrative expenses		63,900	46,827	151,961	138,413
Gains on sale of trademarks		0	0	0	(6,399)	[1]
Equity earnings on joint ventures	[2]	(350)	(2,639)	(3,000)	(8,683)
Operating income		27,782	45,777	135,583	172,150
Other expenses (income) - net	[2]	22,461	20,528	3,454	32,708
Income before income taxes		5,321	25,249	132,129	139,442
Provision for income taxes		6,275	8,867	45,083	43,078
Net (loss) income		(954)	16,382	87,046	96,364
Less: Net income attributable to non-controlling interest		4,433	3,527	13,335	10,165
Net (loss) income attributable to Iconix Brand Group, Inc.		$ (5,387)	$ 12,855	$ 73,711	$ 86,199
Earnings (loss) per share:
Basic		$ (0.11)	$ 0.27	$ 1.53	$ 1.77
Diluted		$ (0.11)	$ 0.22	$ 1.46	$ 1.48
Comprehensive income (loss)		$ 2,149	$ (8,523)	$ 59,836	$ 68,016
Comprehensive income (loss) attributable to Iconix Brand Group, Inc.		(2,284)	(12,050)	46,501	57,851
Comprehensive income (loss)		2,149	(8,523)	59,836	68,016
Comprehensive income (loss) attributable to Iconix Brand Group, Inc.		(2,284)	(12,050)	46,501	57,851
As Previously Reported
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Licensing revenue		88,935	91,612	278,955	299,334
Other revenue	[1]		18,680		38,690
Total revenue		88,935	110,292	278,955	338,024
Selling, general and administrative expenses		65,760	46,878	153,626	138,497
Operating income		23,175	63,414	125,329	199,527
Other expenses (income) - net	[2]	20,475	16,441	(2,069)	11,071
Income before income taxes		2,700	46,973	127,398	188,456
Provision for income taxes		5,673	9,856	44,232	53,922
Net (loss) income		(2,973)	37,117	83,166	134,534
Less: Net income attributable to non-controlling interest		3,367	3,433	11,037	9,970
Net (loss) income attributable to Iconix Brand Group, Inc.		$ (6,340)	$ 33,684	$ 72,129	$ 124,564
Earnings (loss) per share:
Basic		$ (0.13)	$ 0.70	$ 1.50	$ 2.56
Diluted		$ (0.13)	$ 0.58	$ 1.43	$ 2.14
Comprehensive income (loss)		$ 1,077	$ 10,643	$ 56,399	$ 105,440
Comprehensive income (loss) attributable to Iconix Brand Group, Inc.		(2,290)	7,210	45,362	95,470
Comprehensive income (loss)		1,077	10,643	56,399	105,440
Comprehensive income (loss) attributable to Iconix Brand Group, Inc.		(2,290)	7,210	45,362	95,470
Adjustments
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Licensing revenue		2,397	(1,647)	5,589	(3,853)
Other revenue	[1]		(18,680)		(38,690)
Total revenue		2,397	(20,327)	5,589	(42,543)
Selling, general and administrative expenses		(1,860)	(51)	(1,665)	(84)
Gains on sale of trademarks	[1]				(6,399)
Equity earnings on joint ventures	[2]	(350)	(2,639)	(3,000)	(8,683)
Operating income		4,607	(17,637)	10,254	(27,377)
Other expenses (income) - net	[2]	1,986	4,087	5,523	21,637
Income before income taxes		2,621	(21,724)	4,731	(49,014)
Provision for income taxes		602	(989)	851	(10,844)
Net (loss) income		2,019	(20,735)	3,880	(38,170)
Less: Net income attributable to non-controlling interest		1,066	94	2,298	195
Net (loss) income attributable to Iconix Brand Group, Inc.		$ 953	$ (20,829)	$ 1,582	$ (38,365)
Earnings (loss) per share:
Basic		$ 0.02	$ (0.43)	$ 0.03	$ (0.79)
Diluted		$ 0.02	$ (0.36)	$ 0.03	$ (0.66)
Comprehensive income (loss)		$ 1,072	$ (19,166)	$ 3,437	$ (37,424)
Comprehensive income (loss) attributable to Iconix Brand Group, Inc.		6	(19,260)	1,139	(37,619)
Comprehensive income (loss)		1,072	(19,166)	3,437	(37,424)
Comprehensive income (loss) attributable to Iconix Brand Group, Inc.		$ 6	$ (19,260)	$ 1,139	$ (37,619)

[1] Gains on sale of trademarks was previously reported as other revenue. Many of the gains recorded upon formation of certain joint ventures were reversed as a result of consolidation. The gains that were not impacted by consolidation, and therefore not reversed, have been reclassified and are being presented as a separate line item above operating income.

[2] Equity earnings on joint ventures was previously reported within other expenses – net and has been reclassified and is being presented as a component of operating income.