10-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

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

FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020

OR

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

FOR THE TRANSITION PERIOD FROM TO

001-10593

(Commission File Number)

ICONIX BRAND GROUP, INC.

(Exact name of registrant as specified in its charter)

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

1450 Broadway, New York, New York 10018

(Address of principal executive offices) (zip code)

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

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

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $.001 Par Value	ICON	The Nasdaq Stock Market LLC
		(Nasdaq Global Market)

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

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes  ☐    No  ☒

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes  ☐    No  ☒

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

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

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

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☐

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐

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

The aggregate market value of the registrant’s Common Stock held by non-affiliates of the registrant as of the close of business on June 30, 2020 was approximately $10.5 million. As of March 18, 2021, 14,440,446 shares of the registrant’s Common Stock, par value $.001 per share, were outstanding.

DOCUMENTS INCORPORATED BY REFERENCE:

Portions of the registrant’s definitive Proxy Statement relating to the registrant’s 2021 Annual Meeting of Stockholders, to be filed with the U.S. Securities and Exchange Commission within 120 days following the end of the registrant’s fiscal year, are incorporated by reference in Part III of this annual report on Form 10-K as indicated herein.

ICONIX BRAND GROUP, INC. - FORM 10-K

TABLE OF CONTENTS

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	13
Item 1B.	Unresolved Staff Comments	24
Item 2.	Properties	25
Item 3.	Legal Proceedings	25
Item 4.	Mine Safety Disclosures	25
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	26
Item 6.	Selected Financial Data	26
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	27
Item 7A.	Quantitative and Qualitative Disclosures about Market Risk	41
Item 8.	Financial Statements and Supplementary Data	41
Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	41
Item 9A.	Controls and Procedures	41
Item 9B.	Other Information	42
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	43
Item 11.	Executive Compensation	43
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	43
Item 13.	Certain Relationships and Related Transactions, and Director Independence	43
Item 14.	Principal Accounting Fees and Services	43
PART IV
Item 15.	Exhibits, Financial Statement Schedules	44
Item 16.	Form 10-K Summary	44
Signatures		49
Consolidated Financial Statements		50

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

PART I

Item 1. Business

General

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

As of December 31, 2020, the Company’s brand portfolio includes Candie’s ^®, Bongo ^®, Joe Boxer ^®, Rampage ^®, Mudd ^®, London Fog ^®, Mossimo ^®, Ocean Pacific/OP ^®, Danskin/Danskin Now ^®, Rocawear ^®, Cannon ^®, Royal Velvet ^®, Fieldcrest ^®, Charisma ^®, Starter ^®, Waverly ^®, Ecko Unltd ^® /Mark Ecko Cut & Sew ^®, Zoo York ^®, Umbro ^®, Lee Cooper ^®, and Artful Dodger ^®; and interests in Material Girl ^®, Ed Hardy ^®, Truth or Dare ^®, Modern Amusement ^®, Buffalo ^®, Hydraulic ^®, and PONY ^®.

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

Globally, the Company has over 60 DTR licenses and more than 450 total licenses. Licensees are selected based upon the Company’s belief that such licensees will be able to produce and sell quality products in the categories and distribution channels of their specific expertise and that they are capable of exceeding minimum sales targets and royalties that the Company generally requires for each brand. This licensing strategy is designed to permit the Company to operate its licensing business, leverage its core competencies of marketing and brand management with minimal working capital. The majority of the Company’s licensing agreements include minimum guaranteed royalty revenue which provides the Company with greater visibility into future cash flows. As of January 1, 2021, the Company had approximately $381 million of aggregate guaranteed royalty revenue over the terms of its existing contracts excluding renewals.

In the past, a key initiative in the Company’s global brand expansion plans was the formation of international joint ventures. The strategy in forming international joint ventures is to partner with best-in-class, local partners to bring the Company’s brands to market more quickly and efficiently, generating greater short- and long-term value from its IP, than the Company believes is possible if it were to build-out wholly-owned operations ourselves across a multitude of regional or local offices. Since September 2008, the Company has established the following international joint ventures: Iconix China, Iconix Latin America, Iconix Europe, Iconix India, Iconix Canada, Iconix Australia, Iconix Southeast Asia, Iconix Israel, Iconix Middle East, Umbro China, Danskin China, Starter China, and Lee Cooper China.  The Company currently maintains a 100% ownership interest in Iconix China, Iconix Latin America and Iconix Canada. In 2020, The Company sold all of its interest in Umbro China and Starter China and entered an agreement to sell all its interest Lee Cooper China, which was completed in the first quarter of 2021. Refer to Note 4 in Notes to Consolidated Financial Statements for further detail.

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

1

The Company has acquired the following brands on the dates indicated:

Date acquired	Brand
July 2005	Joe Boxer
September 2005	Rampage
April 2006	Mudd
August 2006	London Fog
October 2006	Mossimo
November 2006	Ocean Pacific/ OP
March 2007	Danskin/ Danskin Now
March 2007	Rocawear
October 2007	Official-Pillowtex brands (Cannon, Royal Velvet, Fieldcrest and Charisma)
December 2007	Starter
October 2008	Waverly
October 2009, July 2011	Zoo York (1)
November 2012	Umbro
February 2013	Lee Cooper (2)
October 2009, May 2013	Ecko Unltd/ Marc Ecko Cut & Sew (3)
November 2007, July 2015	Scion (4)

¹ In July 2011, the Company, through its wholly owned subsidiary ZY Holdings, purchased the Zoo York brand and related assets from its IPH Unltd joint venture, increasing the Company’s effective ownership in the Zoo York brand from 51% to 100%.

² In December 2016, the Company repurchased the remaining 50% ownership interest in the joint venture that held domestic assets relating to the Lee Cooper brand, LC Partners US, LLC, from its joint venture partner, increasing the Company’s ownership interest in LC Partners US to 100%.  Refer to Note 4 in Notes to Consolidated Financial Statements for further details.

³ In May 2013, the Company purchased the remaining 49% of the equity interest in IPH Unltd from its minority partner, increasing the Company’s effective ownership of the Ecko portfolio of brands from 51% to 100%.

⁴ In July 2015, the Company acquired the remaining 50% interest in Scion, increasing its effective ownership of the Artful Dodger brand from 50% to 100%.  Refer to Note 4 in Notes to Consolidated Financial Statements for further details.

In addition to the acquisitions above, the Company has acquired ownership interests in the following brands through its investments in joint ventures as of December 31, 2020:

Date Acquired/Invested	Brand	Investment / Joint Venture	Iconix’s Interest
May 2009, April 2011	Ed Hardy	Hardy Way (1)		85	%
March 2010	Material Girl and Truth or Dare	MG Icon		50	%
December 2012	Modern Amusement	Icon Modern Amusement		51	%
February 2013	Buffalo	Alberta ULC		51	%
December 2014	Hydraulic	Hydraulic IP Holdings (2)		100	%
February 2015	PONY	US Pony Holdings (3)		75	%

⁽¹⁾ In April 2011, the Company acquired an additional interest in Hardy Way LLC, increasing its effective ownership of the brand from 50% to 85%.  Refer to Note 4 in Notes to Consolidated Financial Statements for further details.

⁽²⁾ In April 2018, pursuant to a letter agreement entered into simultaneously with the Company’s acquisition of a 51% equity interest in Hydraulic, the Company acquired the remaining 49% ownership interest from its joint venture partner for no cash consideration as a result of an affiliate of the joint venture partner not making its minimum guaranteed royalty payment obligations to the Company in accordance with the respective license agreement. This transaction resulted in the Company effectively increasing its ownership interest in Hydraulic to 100%. The Company will retain 100% ownership interest in Hydraulic unless the affiliate of such joint venture partner satisfies its outstanding payment obligations by making all payments of the minimum guaranteed royalties to the Company under the terminated license agreement.

⁽³⁾       In March of 2021, the Company acquired the remaining 25% interest in US Pony Holdings, LLC, resulting in 100% ownership of the rights to the Pony / Product of New York brand.

2

As of December 31, 2020, the Company was party to the following joint ventures to develop and market its brands in specific international markets, herein collectively referred to as the Company’s “International Joint Ventures”:

Date Created	Investment /Joint Venture	Iconix’s Interest
December 2009	Iconix Europe (1)		51	%
May 2012	Iconix India		50	%
March 2013	Diamond Icon		51	%
September 2013	Iconix Australia (1)		55	%
October 2013	Iconix Southeast Asia (1) (2)		50	%
December 2013	Iconix Israel		50	%
December 2014	Iconix Middle East (1)		55	%
July 2016	Umbro China Limited (3)		0	%
October 2016	Danskin China Limited (4)		90	%
March 2018	Starter China Limited (5)		0	%
June 2018	Lee Cooper China Limited (6)		100	%

⁽¹⁾ A six-month put/call option window for Iconix MENA Ltd., Iconix Southeast Asia and Iconix Europe LLC all commence on July 1, 2022. A put/call option for Iconix Australia can be exercised from December 31, 2022 through June 1, 2023. Refer to Note 4 in Notes to Consolidated Financial Statements for further details.  

⁽²⁾ In June 2017, the Company deconsolidated Iconix SE Asia, Ltd.  Refer to Note 4 in Notes to Consolidated Financial Statements for further details.

⁽³⁾ In July 2019, pursuant to the operating agreement, the Company reacquired the 5% ownership interest in Umbro China from MHMC, its joint venture partner, for approximately $1.3 million.  In July 2020, the Company completed the sale of 100% of its interest Umbro China. As a result of this transaction, the Company recognized a gain of $59.6 million, which has been recorded within Operating Income in the Company’s condensed consolidated statement of operations. Refer to Note 4 in Notes to Consolidated Financial Statements for further details.

⁽⁴⁾ In October 2016, the Company entered into an agreement with Li-Ning (China) Sports Goods Co., Ltd. (“LiNing”) to sell up to a 50% interest (and no less than 30% interest) in its wholly-owned indirect subsidiary, Danskin China Limited (“Danskin China”), a new Hong Kong registered company which holds the intellectual property and related assets in respect of the Danskin brand in mainland China and Macau. On June 30, 2020, the Company sold a 10% interest in Danskin China Ltd. to Li Ning Sports (Hong Kong) Company Ltd for $1.6 million. Refer to Note 4 in Notes to Consolidated Financial Statements for further details. In March 2021, the Company sold an additional 10% interest in Danskin China Ltd. to Li Ning Sports (Hong Kong) Company Ltd for $1.8 million. Refer to Note 4 in Notes to Consolidated Financial Statements for further details.

⁽⁵⁾ In September 2020, the Company completed the sale of 100% of its interest in Starter China. As a result of this transaction, the Company recognized a gain of $14.5 million, which has been recorded within Operating Income in the Company’s condensed consolidated statement of operations. Refer to Note 4 in Notes to Consolidated Financial Statements for further details.  

⁽⁶⁾ On December 2, 2020, the Company, entered into a share purchase agreement to sell all its equity interests of Lee Cooper China Limited, (the “Lee Cooper China Sale”), for consideration of $16.0 million. The Lee Cooper China Sale includes the sale of the Lee Cooper brand in the People’s Republic of China, Hong Kong, Taiwan and Macau. The Lee Cooper China Sale was completed on March 23, 2021.

Corporate Information

The Company was incorporated under the laws of the state of Delaware in 1978. Its principal executive offices are located at 1450 Broadway, New York, New York 10018, and its telephone number is (212) 730-0030. The Company’s website address is www.iconixbrand.com. The information on the Company’s website does not constitute part of this Form 10-K. The Company has included its website address in this document as an inactive textual reference only.

The Company’s brands

The Company owns a diversified portfolio of approximately 30 iconic brands across the Company’s four operating segments: women’s, men’s, home, and international (see Note 17 in Notes to Consolidated Financial Statements). The Company’s objective is to grow its existing portfolio organically, both domestically and internationally, and acquire new brands, both of which leverage its brand management expertise, platform and infrastructure, and where third parties offer similar leverage of their relationships and infrastructures, enter into joint ventures or other partnerships. To achieve this objective, the Company intends to:

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

• continue its international expansion through additional licenses, partnerships, joint ventures and other arrangements with leading retailers and wholesalers worldwide;

3

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

• use advertising and marketing to keep brands relevant and create long term value.  

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

Women’s

Brands Wholly Owned by Iconix:

Candie’s.Candie’s is known as a “fun & flirty” young contemporary lifestyle brand, featuring products in apparel, accessories and footwear categories. As Iconix’s longest held trademark, Candie’s brand was established in 1977 which started with a high-heeled wooden-sole slide shoe that allowed women to put a punctuation mark on their look. Since then, the Candie’s brand has popped with cultural connection reflecting the attitude and aspiration of the times. In July 2005, Kohl’s Department Stores, Inc., became the primary DTR licensee with a multi-category line of Candie’s products, including sportswear, denim, footwear, handbags and intimate apparel. The exclusive agreement with Kohl’s expired under its terms on January 31, 2021, continuing as a non-exclusive arrangement through December 31, 2021. The brand has signed wholesale license agreements with channels outside of Kohl’s within optical, fragrance, and girl’s underwear and sleepwear categories of business. Candie’s award-winning advertising is known for its flirty but playful concepts. Over the years the brand has created omni-channel marketing campaigns leveraging its talent of “It” girls including Britney Spears, Fergie, Destiny’s Child, Lea Michele, Vanessa Hudgens, Hilary Duff, Bella Thorne, Kelly Clarkson, Jenny McCarthy and Sarah Hyland.

Mudd. Mudd is a highly recognizable junior lifestyle brand representing a generation of independent girls who stand up, stand out, and make their dreams a reality.  It was established in 1995 and acquired by Iconix in April 2006. Mudd has since become a junior’s denim destination synonymous with feminine-yet-casual fashion and a free-spirited lifestyle. In November 2008, the Mudd brand entered into a multi-year, exclusive, DTR licensing agreement with Kohl’s Department Stores, Inc., across the United States for apparel, footwear, fashion accessories and jewelry. The exclusive arrangement with Kohl’s expired under its terms on January 31, 2021, continuing as a non-exclusive arrangement through December 31, 2021. Our 2021 focus for the Mudd brand is to secure strong licensee partners to design, develop and distribute a variety of product categories to a wider base of retailers  

Danskin/Danskin Now. Danskin is a 135 year-old iconic brand of women’s activewear, athleisure, legwear, dancewear, intimates, sleepwear, and fitness equipment, which the Company acquired in March 2007. Danskin has maintained a legacy of health, strength and female empowerment in its core values. The Danskin brand continues to be sold through better department, mid-tier, specialty and sporting goods stores, as well as through Danskin.com by wholesale licensees in the United States. In 2014, the brand re-launched its e-commerce site, blog, and expanded its social media efforts sustaining its heritage with dance.   As previously disclosed, the Company’s DTR with Wal-mart expired under its terms in January 2019.  The Danskin brand has many licensees including a new addition of footwear for 2019.  Even after the termination of the Wal-mart retail license agreement, we believe the brand has a solid distribution of retailers.  These retailers include Amazon, Costco, and Walmart.com as well as a strong presence within TJX corporation.

Mossimo. Mossimo is known as a contemporary, active and youthful lifestyle brand.  The brand was established in 1986 and acquired by the Company in October 2006. From 2000 to October 2018, Target Corporation, (“Target”), had held the exclusive license in the United States, covering apparel products for men, women and children, including casual sportswear, denim, swimwear, bodywear, watches, handbags and other fashion accessories and had become one of the largest apparel brands in the United States.    Our 2021 focus for the Mossimo brand is to secure strong licensee partners to design, develop and distribute a variety of product categories to a wider base of retailers.

Joe Boxer. Joe Boxer is a highly recognized lifestyle brand known for its irreverent and humorous image and provocative promotional events. Acquired by Iconix in July 2005, the brand was established in 1985 with the idea of taking basic clothing and re-imagining it to reflect humor, fashion and popular trends. The Company entered into a non-exclusive agreement for the brand with Kmart/Sears in February 2019 which has been adversely impacted by the closure of Kmart/Sears retail locations and the arrangement was terminated in 2020. Our 2021 focus for the Joe Boxer brand is to secure strong licensee partners to design, develop and distribute a variety of product categories to a wider base of retailers.

London Fog. London Fog is a classic brand known worldwide for its outerwear, luggage and travel products, cold weather accessories, umbrellas and footwear. The brand was established over 80 years ago and was acquired by the Company in August 2006. The brand is sold in a variety of categories through wholesale licenses in the United States, primarily through the department store and club channels including Macy’s, Nordstrom’s and Sam’s Club.

4

Rampage.Rampage was established in 1982 and is known as a young contemporary fashion brand that empowers women to be their truest, boldest selves. Rampage was acquired by Iconix in September 2005 with products sold through better department stores such as Macy’s and Belk Stores across categories of footwear, handbags, intimates, accessories and outerwear. Previous campaigns have featured Petra Nemcova, Gisele Bündchen, Bar Refaeli, Irina Shayk, and Olivia Culpo.  

Ocean Pacific/OP. Ocean Pacific and OP are global action-sports lifestyle apparel brands which trace their heritage to Ocean Pacific’s roots as a 1960’s surfboard label. The Company acquired the Ocean Pacific/OP brands in November 2006.  In 2017, Ocean Pacific was repositioned to re-connect with the brand heritage and its authentic core customer, the action-sports enthusiast, across the specialty, department store off-price channels in all categories and genders including swim, apparel, accessories, home and beach related products.

Bongo. The Bongo brand is a California lifestyle brand established in 1982 and is best described as the everyday girl with a splash of cool.  Recognized for its famous denim fit, Bongo also features a broad range of Junior’s casual apparel and accessories, including sportswear, eyewear and footwear. The Company is exploring opportunities to license the brand to new or existing licensees.

Brands Held by Iconix with Joint Venture Partners:

MG Icon—Material Girl.  Material Girl is designed to fit into the “it” woman’s demanding, multi-dimensional world.  Material Girl offers the millennial customer fast fashion at affordable prices and is the go-to for style setters.  MG Icon, a joint venture in which the Company has a 50% interest, was created by Iconix with Madonna and Guy Oseary in March 2010 to buy, create, develop and license the Material Girl brand across a spectrum of consumer product categories.  Concurrent with the formation of this joint venture, MG Icon entered a DTR exclusive license with Macy’s Retail Holdings, Inc. (“Macy’s”) covering a wide array of consumer categories across the Material Girl brand. As previously disclosed, the license agreement expired under its terms in January 2020.  The brand has wholesale license agreements in hosiery and socks and will transition the apparel, intimates and sleepwear products to new partners.  Celebrating its tenth year, the brand has had many notable faces for its campaigns, including Rita Ora, Zendaya, Kelly Osbourne, Sofia Richie, Taylor Momsen, Pia Mia, and Serayah.  

Men’s

Brands Wholly-Owned by Iconix:

Rocawear. Rocawear is a youth culture brand, established by Shawn “Jay-Z” Carter and his partners in 1999. The Company acquired the Rocawear brand in March 2007. Rocawear is currently licensed in the United States in a variety of categories, including men’s, women’s and kids’ apparel, outerwear, footwear, jewelry and handbags. Rocawear products are sold primarily through department and specialty stores.

Starter. Founded in 1971, Starter is one of the original brands in licensed team sports merchandise and is a highly recognized brand of athletic apparel and footwear. The Company acquired Starter in December 2007. The Starter brand has been worn by some of the greatest athletes in MLB, NBA, NFL and NHL. Most recently, the Company has partnered with all the major professional sports leagues and over one hundred NCAA universities throughout the U.S. through a licensee to re-launch the iconic Starter satin jacket, sold through various specialty stores, sporting goods stores and online. In 2012, the Starter Black brand was launched.  Starter Black is a premium lifestyle brand extension that focuses on a fashion-forward collection of logo branded apparel and accessories and has quickly become a staple among celebrities, athletes and influencers.  The Starter Black brand is sold in high-end specialty and sporting goods stores (e.g., Fanatics, Barnes and Noble College Book Stores).  In the Fall of 2017, the Starter brand was launched as an exclusive distribution with Amazon as their only national brand in their private brand division.  

Zoo York. Zoo York is an East Coast-based action lifestyle brand, named for the graffiti-art infused counterculture of 1970’s New York City. Zoo York has licenses with wholesalers covering a variety of products, including men’s, women’s and kids’ apparel, footwear, socks, skateboards and other accessories. The Manhattan-based brand proudly serves up a wide range of casual utilitarian looks for men and women that fuse authentic military-influenced overtones with iconic Zoo York City imagery.  The Company acquired a 51% interest in the Zoo York brand as part of the Ecko Unltd. acquisition in 2009, and the Company increased its ownership to 100% in 2011. Zoo York is currently distributed in department and specialty stores including Zumiez.

5

Ecko Unltd, Marc Ecko Cut & Sew.  In October 2009, the Company, through a then newly formed joint venture company IPH Unltd, acquired a 51% controlling stake in the Ecko portfolio of brands. In May 2013, the Company purchased the remaining 49% interest from its minority partner, increasing its ownership in IPH Unltd from 51% to 100%. Founded in 1993, Ecko and its various brands are marketed and sold to consumers in the youth culture lifestyle categories, including active-athletic, streetwear, collegiate/preppy and denim fashion for men, women and children. Ecko Unltd. products are sold primarily through department and specialty stores including Dillard’s and BJ’s. Ecko Unltd. brand ambassadors include professional skateboarder Manny Santiago and professional boxer Danny Garcia.  Marc Ecko Cut & Sew is a halo brand, licensed in men’s apparel, outerwear, underwear, fragrance and accessories. It is distributed in boutiques, specialty stores and Dillard’s Department Store. 

Artful Dodger.  In November 2007, Scion, through its wholly-owned subsidiary, Artful Holdings LLC, purchased the Artful Dodger brand, a high-end urban apparel brand.  In July 2015, the Company acquired the remaining 50% interest in the Scion joint venture which increased the Company’s ownership interest in Scion, and as a result, Artful Dodger, to 100%.

Umbro. Founded in 1924, Umbro is a global football (soccer) brand. The brand combines British heritage with a modern football lifestyle to create iconic sports apparel and footwear with high global awareness and strong global distribution. The Company acquired the Umbro brand in November 2012. The Company and its licensees sponsor more than a hundred national and professional teams worldwide. Umbro products are sold globally through a strong network of licensees and partners in the United States, Canada, Australia, Africa, Asia, Europe, the Middle East, India and Latin America.

Lee Cooper. Founded in 1908, Lee Cooper is an iconic British denim brand that has expanded into multiple lifestyle categories including men’s, women’s and kids’ casual wear, footwear and accessories. The Company acquired the Lee Cooper brand in February 2013. Lee Cooper has global reach through more than 40 licensees with product sold in Africa, Asia, Europe, the Middle East, India and Latin America.

Hydraulic. Hydraulic was founded in New York in 1998 and is known for setting the blue jean standard. Hydraulic differentiates itself from other denim brands by positioning itself with the theme that all denim was not created equally. Our 2021 focus for the Hydraulic brand is to secure strong licensee partners to design, develop and distribute a variety of product categories to a wider base of retailers.

Brands Held by Iconix with Joint Venture Partners:

Hardy Way-Ed Hardy.  In May 2009, the Company acquired a 50% interest in Hardy Way, the owner of the Ed Hardy brand and trademarks. In April 2011, the Company made an additional investment in Hardy Way which effectively increased its ownership interest to 85%. Don Ed Hardy and his artwork date back to 1967 when he transformed the tattoo business into an artistic medium. He began licensing his name and artwork for apparel in 2003 and today the Ed Hardy brand is recognized by its tattoo inspired lifestyle products. The brand is licensed to wholesalers in the United States for men’s, women’s, and kids’ apparel, fragrance, footwear and accessories. Distribution in the United States includes a wide base of retail stores, from Fred Segal to Macy’s.  

Icon Modern Amusement—Modern Amusement.  In December 2012, the Company entered into an agreement with Dirty Bird Productions, Inc., in which the Company purchased a 51% interest in the Modern Amusement trademarks and related assets. Modern Amusement is a premium, west coast-lifestyle brand with a focus on casual sportswear apparel and related accessories for young men and young women.  

Buffalo Brand Joint Venture—Buffalo by David Bitton.  In February 2013, the Company formed a joint venture with Buffalo International ULC in which the Company effectively purchased a 51% interest in the Buffalo trademarks and related assets. Founded in 1985, Buffalo is a lifestyle brand consisting of denim, sportswear, active wear, and accessories. Buffalo is sold primarily through better department and club stores.

US Pony Holdings, LLC – Pony / Product of New York.  In February 2015, the Company through its newly formed subsidiary, US Pony Holdings, LLC, acquired the North American rights to the Pony / Product of New York brand. These rights include the rights in the United States obtained from Pony, Inc. and Pony International, LLC, and the rights in Mexico and Canada obtained from Super Jumbo Holdings Limited. US Pony Holdings, LLC is owned 75% by the Company and 25% by its partner, Anthony L&S Athletics, LLC. Formed in 1972 in New York City, PONY became one of the top athletic footwear brands worldwide in the 1990’s appearing on professional athletes in the NBA, NFL, MLB, Pro Soccer, Pro Tennis, and Pro Boxing.  Since acquiring the brand, the Company has entered into footwear, apparel and hosiery licensing contracts.  However, the brand’s distribution in mid-tier department stores, specialty stores and sporting goods stores and at Pony.com. was adversely impacted in 2020 by the effects of the COVID-19 pandemic. In March of 2021, the Company acquired the remaining 25% interest in US Pony Holdings, LLC, resulting in 100% ownership of the rights to the Pony / Product of New York brand.

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Home

Brands Wholly-Owned by Iconix:

Cannon.Established in 1887, Cannon is a brand with a powerful heritage and products that are known for their high quality, easy care and appeal to a broad range of consumers.  One of the most recognized home brands, Cannon delivers a consistent quality at an affordable price.  It is known as the first textile brand to sew logos onto products.  The Company acquired Cannon in 2007.  In October 2018, the Company entered into a non-exclusive license agreement for the brand with Kmart/Sears which was terminated in May 2020.  In March 2019, the Company signed new licensing agreements for Cannon in various product categories covering the US, Canadian and Mexican markets. In 2019, the Company entered a DTR with Ollies for bath towels, bath rugs and accent rugs as well as a license agreement for bath towels and kitchen textiles. In 2020, the Company signed new deals for the Cannon brand for bath rugs and for area and accent rugs for the US.

Royal Velvet. For over 60 years, Royal Velvet has been celebrating home fashions, offering sophisticated designs that foster creativity and welcome customers home. Royal Velvet is a premium brand that provides a sophisticated aesthetic to homes and delivers exceptional quality that people know, trust and love. Royal Velvet is an authority on color, bringing rich, elevated choices in home textiles and décor.   The Royal Velvet towel has been an industry standard since 1954. Royal Velvet products include towels, sheets, bath rugs, fashion bedding, basic bedding and window treatments.  The Company acquired Royal Velvet in 2007.  In April 2011, the Company entered into an exclusive DTR license with JC Penney Corporation, Inc., for the Royal Velvet brand in the United States.  As previously disclosed, the agreement expired under its terms in January 2019. In March 2019, the Company entered into a license agreement for various product categories within the US, Canada and Mexico markets.  In 2020, the Company signed new licensees for the Royal Velvet brand for accent and area rugs, utility bedding both in the US and Canada, and for window treatments in the US and Canada. 

Fieldcrest. Fieldcrest has been the choice for quality bedding and bath since the late 19th Century. A brand rich in heritage, Fieldcrest is foundational luxury for the modern guest.  The Company acquired Fieldcrest in 2007. From 2005 until the agreement expired under its terms on January 31, 2020, the Fieldcrest brand had been licensed exclusively to Target in the United States. In 2019, the Company has entered into a license agreement for all home textiles. In 2020, the Company signed a new agreement for the Fieldcrest brand for accent and area rugs in the US. The brand has recently increased its retail footprint in JC Penney.

Charisma.Charisma home textiles were introduced in the 1970’s and are synonymous with understated elegance.  The Company acquired Charisma in 2007. In February 2009, the Company signed a DTR license with Costco Wholesale Corporation, (“Costco”) for certain Charisma products to be sold in Costco stores in the United States and other countries.  In 2019, Costco extended the current contract for an additional three years. The brand is also licensed in the United States and Canada for distribution through better department stores such as Bloomingdales, Nieman Marcus and Macy’s, as well as Horchow, Bed Bath & Beyond and QVC.In 2020, the Company signed three new licensees for the Charisma brand: for memory foam pillows and mattresses in the US and Canada; for newborn children in the US and Canada; and for area and accent rugs in the US.The Company continues to pursue opportunities to expand the brand into new categories.

Waverly.Waverly is a home fashion and lifestyle brand that has been a leader in prints and patterns since its launch in 1923. It is one of the most recognized names in home décor and furnishings. Waverly’s distinctive color palette and accessible home decor allows consumers to mix and match fabrics offering a custom-designed look at an affordable price.  The Company acquired Waverly in October 2008.  Waverly has two DTR agreements in the United States: with Wal-Mart for the Waverly Inspirations Collection covering fabrics and craft, which Walmart extended in 2019 for two additional years, and with the Christmas Tree Shop for the Waverly Home Collection.  Waverly also has wholesale licensees in the United States for products including fabric, window treatments, décor, and bedding that are sold through retailers such as Jo-Ann’s, Lowe’s, JCPenney, Bed Bath & Beyond, and Belk, as well as specialty and off-price retailers. In 2020, the Company added new deals for the Waverly brand: for mattresses in the US and Canada; kitchen textiles and table linens in the US; for utility bedding in the US and renewed our license agreement for bedding, sheets and window treatments in the US and Canada.

International

Wholly-Owned Subsidiaries and Joint Ventures:

Within the international segment, the Company operates both wholly-owned subsidiaries and joint ventures in various territories.  A variety of the Company’s brands are present within these territories and generate license revenue and profitability.  

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Wholly-Owned Subsidiaries

Iconix China.  In September 2008, the Company and Novel Fashions Holdings Limited (“Novel”), formed a joint venture, Iconix China, to develop, exploit and market the Company’s brands in the People’s Republic of China, Hong Kong, Macau and Taiwan (together, “Greater China”). In the initial phase of the joint venture, Iconix China sought to maximize brand monetization through investment, whereby Iconix China received a minority equity stake in local operating companies in exchange for the rights to one or more of the Company’s brands in Greater China and brand management support. Pursuant to the terms of this transaction, the Company contributed to Iconix China substantially all rights to its brands in Greater China and contributed $2.0 million, and Novel contributed $17 million to Iconix China.  

Iconix China successfully placed several brands into joint ventures including Candie’s and Marc Ecko Cut & Sew with Shanghai La Chapelle Fashion Co. Ltd (HK 6116); London Fog with China Outfitters (HK1146); Material Girl with Ningbo Peacebird; Ed Hardy with Landmark International; and Ecko Unltd. with Xi Ha Clothing. In April 2016, the Company sold its interest in TangLi International, Ltd. (Ed Hardy China). In 2020, the Company rescinded trademark rights for Marc Ecko Cut & Sew with Shanghai La Chapelle Fashion Co. Ltd.

In March 2015, the Company purchased all equity interests in Iconix China owned by its partner, increasing the Company’s ownership of Iconix China from 50% to 100%. Subsequently, the Company secured traditional licensing agreements or sold its ownership interests in greater China for many of its brands including Umbro, Joe Boxer, Rocawear, Rampage, Danskin and Starter.

Iconix Latin America.  In December 2008, the Company formed a joint venture partnership (“Iconix Latin America”) with New Brands, an affiliate of the Falic Group, to develop, exploit, market and license the Company’s brands in the Latin American territory comprising of Mexico, Central America, South America and the Caribbean. In February 2014, the Company purchased from New Brands its 50% interest in Iconix Latin America for $42.0 million, increasing the Company’s ownership to 100%. Today, Iconix Latin America has over fifty licenses, including key DTR relationships with Falabella, Wal-Mart and Suburbia.  Licensed brands in this territory include Candie’s, Joe Boxer, London Fog, Mossimo, Ocean Pacific, Danskin/Danskin Now, Starter, Zoo York, Ecko Unltd., Ed Hardy, Cannon, and Fieldcrest, among others.

Iconix Canada.  In June 2013, the Company contributed substantially all rights to its wholly-owned and controlled brands in Canada into two entities: Ico Brands L.P. (“Ico Brands”) and Iconix Canada L.P. (“Ico Canada,” and together with Ico Brands, “Iconix Canada”). Shortly thereafter, through their acquisitions of limited partnership and general partnership interests, Buffalo International ULC and its affiliates purchased a 50% interest in Iconix Canada.  In July 2017, the Company purchased from Buffalo its 50% interest in Iconix Canada for $19.0 million plus 50% of the net asset value of Iconix Canada (estimated to be approximately $2.0 million), increasing the Company’s ownership to 100%.  Iconix Canada has many licenses, for key brands such as Ecko Unltd., Danskin, London Fog, Rampage, Zoo York, Umbro, Fieldcrest, Royal Velvet, and Waverly.

Umbro China.In July 2019, pursuant to the operating agreement, the Company reacquired the 5% ownership interest in Umbro China from MH Umbro International Co. Limited, its joint venture partner, for approximately $1.3 million.  As a result of that transaction, the Company maintained 100% ownership interest in Umbro China. In July 2020, the Company completed the sale of Umbro China. As a result of this transaction, the Company recognized a gain of $59.6 million, which has been recorded within Operating Income in the Company’s condensed consolidated statement of operations.

International Joint Ventures

The formation and administration of international joint ventures have been a central and ongoing component of our business since 2008. The Company established and maintains the following international joint ventures: Iconix Europe, Iconix India, Iconix Australia, Iconix Southeast Asia, Iconix Israel, Iconix Middle East, and Danskin China. The Company’s primary purpose in forming international joint ventures has been to bring its brands to market more quickly and efficiently, generating greater short- and long-term value from its IP.  This approach enabled its brands to more rapidly increase licensing revenue, market share and profitability than what the Company believes it could have achieved on its own.

To get what we believe are best-in-class local partners to invest in and represent the Company’s brands in their respective territories, the Company offers its partner the ability to buy equity interests in the IP. These equity interests provide the Company’s partners with the necessary incentive to devote management time and resources to the brands. By leveraging the partners’ local market expertise, retail relationships, wholesale networks, business contacts and staff, the Company has significantly grown licensing royalties in key global markets and maintained stricter enforcement against counterfeit products. As these businesses in each territory reach sufficient scale to support the Company’s full business structure of brand management, marketing, licensing, acquisitions and finance, the Company may consider acquiring control or full ownership of the joint ventures, where possible, as was the case in Latin America in 2014, in China in 2015 and Canada in 2017.

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Iconix Europe.  In December 2009, the Company contributed substantially all rights to its wholly-owned brands in all member states and candidate states of the European Union, and certain other European countries, to Iconix Europe, a then newly formed wholly-owned subsidiary of the Company. Shortly thereafter, an investment group led by Albion Equity Partners LLC, purchased a 50% interest in Iconix Europe for $4 million through Brand Investments Vehicle Group 3 Limited (“BIV”). Also, as part of this transaction, Iconix Europe entered into a multi-year brand management and services agreement with The Licensing Company to assist in developing, exploiting, marketing and licensing the contributed brands in the European territory.

In January 2014, the Company consented to the purchase of BIV’s 50% ownership interest in Iconix Europe by Global Brands Group Asia Limited, formerly known as LF Asia Limited (“GBG”), in exchange for $1.5 million from GBG. In addition, the Company acquired an additional 1% equity interest in Iconix Europe from GBG thereby increasing the Company’s ownership in Iconix Europe to a controlling 51% interest.  

Iconix Europe has multiple partnerships including Danskin, Starter, Joe Boxer, Zoo York and London Fog with S-Group/Prisma as well as a wide range of licenses in multiple territories for key brands such as Ocean Pacific, Ecko Unltd., Rocawear, Cannon, and Waverly.

Iconix India. In May 2012, the Company contributed substantially all rights to its wholly-owned and controlled brands in India to Imaginative Brand Developers Private Limited, now known as Iconix Lifestyle India Private Limited (“Iconix India”), a then newly formed subsidiary of the Company. Shortly thereafter, Reliance Brands Limited (“Reliance”), purchased a 50% interest in Iconix India for $6.0 million. Reliance is an affiliate of Reliance Industries Limited, one of India’s largest private sector enterprises.

Iconix India has signed many long-term licensing partnerships with some of the largest retailing groups in India including Future Group, and has licensed brands such as Ecko Unltd., London Fog, Umbro, Ed Hardy and Cannon.

Iconix Australia.  In September 2013, the Company contributed substantially all rights to its wholly-owned and controlled brands in Australia and New Zealand (the “Australia Territory”) to Iconix Australia through an exclusive, royalty-free perpetual master license agreement with Iconix Australia. Shortly thereafter, Pac Brands USA, Inc. (“Pac Brands USA”) purchased a 50% interest in Iconix Australia for $7.2 million from the Company to assist the Company in developing, exploiting, marketing and licensing the Company’s brands in the Australia Territory.  In July 2018, the Company purchased an additional 5% ownership interest in Iconix Australia, effectively increasing the Company’s ownership interest in Iconix Australia to 55%.

Iconix Australia licenses many brands in the territory including Ecko Unltd., Mossimo, Starter, Umbro, Zoo York and Fieldcrest.

Iconix Israel.  In November 2013, the Company 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”) to Iconix Israel LLC (“Iconix Israel”), a then newly formed subsidiary of the Company through an exclusive, royalty-free perpetual master license agreement with Iconix Israel. Shortly thereafter, M.G.S. Sports Trading Limited (“MGS”) purchased a 50% interest in Iconix Israel for approximately $3.4 million to assist the Company in developing, exploiting, marketing and licensing the Company’s brands in the Israel Territory.

MGS and its affiliated companies, have licenses for Umbro, OP and Danskin which they distribute through their vast wholesale network and through its Mega Sport stores. Iconix Israel also includes a license with Brill Fashion for Lee Cooper.

Iconix Southeast Asia.  In October 2013, the Company 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 (together, the “Southeast Asia Territory”) to Lion Network Limited (“Iconix SE Asia”), a then newly formed subsidiary of the Company through an exclusive, royalty-free perpetual master license agreement with Iconix SE Asia. Shortly thereafter, GBG purchased a 50% interest in Iconix SE Asia for $10 million to assist the Company in developing, exploiting, marketing and licensing the Company’s brands in the Southeast Asia Territory.

In June 2014, the Company amended Iconix SE Asia by contributing substantially all rights to its wholly-owned and controlled brands in the territory of South Korea, and the Company’s Marc Ecko Cut & Sew, Ecko Unltd., 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.

During September 2014, the Iconix SE Asia territory was further amended to include China, Macau, Hong Kong and Taiwan for the Umbro and Lee Cooper marks. In respect of its 50% interest in the joint venture, GBG agreed to pay the Company $21.5 million. In December 2015, the Company purchased GBG’s effective 50% interest in the Umbro and Lee Cooper marks in Greater China for $24.7 million. Iconix SE Asia has licensed many key brands in the Southeast Asia Territory including Joe Boxer, Cannon, Ecko Unltd., Ed Hardy, Lee Cooper, Mossimo, Starter, Zoo York, Umbro, Charisma and others.

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Iconix Middle East and North Africa.  In December 2014, the Company contributed 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 “MENA Territory”) to Iconix MENA LTD (“Iconix MENA”), a then newly formed subsidiary of the Company through an exclusive, royalty-free perpetual master license agreement with Iconix MENA. Shortly thereafter, GBG, purchased a 50% interest in Iconix MENA for $18.8 million to assist the Company in developing, exploiting, marketing and licensing the Company’s brands in the MENA Territory.  In December 2016, the Company irrevocably exercised its right to acquire an additional 5% equity interest in Iconix MENA and increase the Company’s ownership interest to 55%.  Such acquisition closed in February 2017.

Iconix Middle East has licensed many brands in the MENA Territory including Cannon, Ecko Unltd., Starter, Umbro, Zoo York and a substantial DTR license with Landmark Group for Lee Cooper.

Danskin China.In October 2016, the Company entered into an agreement with Li-Ning Company Limited to sell up to a 50% interest (and no less than a 30% interest) in Danskin China, which holds the Danskin trademarks and related assets in respect of mainland China and Macau. As a result of disruptions caused in the People’s Republic of China, the Company has agreed to extend the date of Li Ning’s purchase of the equity interest in Danskin China until June 30, 2020. On June 30, 2020, the Company sold a 10% interest in Danskin China Ltd. to Li Ning Sports (Hong Kong) Company Ltd for $1.6 million. In March 2021, the Company sold an additional 10% interest in Danskin China Ltd. to Li Ning Sports (Hong Kong) Company Ltd for $1.8 million.

Diamond Icon LLC.  In March 2013, the Company, via Iconix Luxembourg Holdings SARL, entered into a joint venture agreement with Albion Agencies Ltd, an English limited company, in which the Company purchased a 51% interest in Diamond Icon Ltd, also an English limited company. Diamond Icon was established to design, develop and facilitate the supply of apparel, footwear and sports equipment for the Umbro brand; a service the wholesale licensees depend upon, which was previously provided by the former owner, Nike. The apparel, footwear and accessories developed by Diamond Icon for Umbro are distributed by wholesale licensees of the Umbro brand around the world.

Starter China.In September 2020, the Company completed the sale of 100% of its interest in Starter China. As a result of this transaction, the Company recognized a gain of $14.5 million, which has been recorded within Operating Income in the Company’s condensed consolidated statement of operations. Refer to Note 4 in Notes to Consolidated Financial Statements for further details.

Lee Cooper China.On December 2, 2020, the Company, entered into a share purchase agreement to sell all of the equity interests of Lee Cooper China Limited, for consideration of $16.0 million. The Lee Cooper China Sale includes the sale of the Lee Cooper brand in the People’s Republic of China, Hong Kong, Taiwan and Macau. The Lee Cooper China Sale was completed on March 23, 2021.

Marcy Media

On November 12, 2019, the Company sold certain intellectual property assets to Roc Nation LLC and its holding of membership interests in Marcy Media Holdings LLC to MM Holdings Acquisition LLC for $15.0 million and mutual releases of all existing claims between the parties. The Company also recorded an investment impairment of $17.0 million in the third quarter of 2019 based on the estimated value that would be realized from the sale of the entity.

Licensing Strategy

The Company’s principal business strategy is to maximize the value of its brands by entering into strategic license agreements with best-in-class licensees that are responsible for designing, manufacturing and distributing the licensed products. Through our licensing business model, we have substantially eliminated inventory risk and reduced the operating exposure associated with traditional fully vertically integrated businesses, thereby resulting in attractive cash flows and operating margins. 

The Company has over 450 licenses and has benefited from the model’s scalability, which enables the Company to leverage its existing infrastructure to support new business and brands. A key objective of the Company is to capitalize on its brand management expertise and relationships to build and maintain a diversified portfolio of consumer brands that generate revenues. Through our international partnerships, we have successfully built a vast network of licensees around the world.

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

The Company maintains DTR and traditional wholesale licenses. Typically, in a DTR license, the Company grants rights which may be exclusive to one of its brands to a single national retailer for a broad range of product categories. DTR licenses provide retailers with proprietary rights to national brands at favorable economics. In a traditional wholesale license, the Company grants certain rights to a specific brand to a single or small group of related product categories to a wholesale supplier, who is permitted to sell licensed products to multiple stores within an approved distribution channel. For example, the Company licenses the Charisma brand in the United States to numerous wholesale suppliers for sale and distribution primarily to department and specialty stores.

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The Company’s licenses typically require the licensee to pay the Company royalties based upon net sales with guaranteed minimum royalties. The Company’s licenses also typically require the licensees to pay to the Company certain minimum amounts for the advertising and marketing of the respective licensed brands. As of January 1, 2021, the Company and its joint ventures had a contractual right to receive approximately $381 million of aggregate minimum licensing revenue through the balance of their current licenses, excluding any renewals.

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

Marketing

The Company believes marketing is a critical element in maximizing brand value to its consumers, licensees and to the Company. The Company’s in-house marketing department conceives and produces omni-channel marketing initiatives for the Company’s brands. These initiatives aim to increase brand awareness, positive perception and drive-engagement and conversion. The Company believes that its national campaigns result in increased sales and consumer recognition of its brands.

The Company has organized its marketing structure to allow for ongoing updates to its marketing campaigns based upon market trends. Marketing consists of four areas: Social and digital marketing, public relations, creative content generation and brand management. The Company uses its in-house talent to create compelling 360° marketing campaigns that include social/digital marketing, print, outdoor, celebrity, influencers, bloggers and other innovative strategies. It also will utilize outside agencies when needed to supplement. In addition to building omni-channel campaigns, the Company works with major retail partners to provide assets for online, digital/ social and in-store marketing.

Many of the Company’s license agreements require the payment of an advertising royalty by the licensee, and in certain cases, the Company’s licensees are required to supplement the marketing of the Company’s brands by performing additional advertising through trade, cooperative or other sources.

Direct-to-retail licenses

For the year ended December 31, 2020, the Company’s largest DTR license was with Kohl’s for the Candie’s and Mudd brands which represented approximately 9% of total revenue for the period. As detailed below, these arrangements expired on January 31, 2021. The Company also has DTR agreements under various terms at Amazon for Starter and Costco for the Charisma brand.

Kohl’s licenses

Revenue generated by the Company’s two licenses with Kohl’s accounted for, in the aggregate, 9% and 11% of the Company’s revenue for Fiscal years 2020 and 2019, respectively. The following is a description of these licenses.

Candie’s. In December 2004, the Company entered into a license agreement with Kohl’s for an initial term of five years with options to renew. Pursuant to this license, Kohl’s has the exclusive right to design, manufacture, sell and distribute a broad range of products under the Candie’s trademark, including women’s, and juniors’ apparel, and accessories (except prescription eyewear). The license provided for guaranteed minimum royalties and advertising payments that Kohl’s is obligated to pay the Company for each contract year.  The exclusive license expired under its terms on January 31, 2021. A non-exclusive arrangement continues through January 30, 2022.    

Mudd. In November 2008, the Company entered into a license agreement with Kohl’s granting Kohl’s the exclusive right to design, manufacture, sell and distribute a broad range of Mudd-branded apparel and accessories in the United States and its territories. The exclusive license expired under its terms on January 31, 2021. A non-exclusive arrangement continues through January 30, 2022.

Wholesale Licenses

For the year ended December 31, 2020, the Company’s largest wholesale licensee was Centric Brands Inc. for the Buffalo brand, which represented approximately 10% of total revenue for the period.

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Competition

The Company’s proprietary brands are all subject to extensive competition from various domestic and foreign brands. These competitors compete with the Company’s licensees in terms of design, quality, price, product, advertising and service. We believe that our strong brand management platform and proven international partnerships as well as our experienced management team differentiate our Company from our competitors.

Each brand has many competitors specific to certain distribution channels that span a broad variety of product categories, including the fashion apparel, home furnishings and decor, sports and entertainment industries. For example, Candie’s competes with respect to young women’s and juniors fast-fashion in the United States at the mid-tier channel with national brands like Zara and H&M, Starter competes with brands like Russell Athletic and C9 in the athletic apparel category, and Avia and And1 competes in the footwear category at the mass-tier channel. Umbro competes with global brands like Nike and Adidas in active-wear and with global and local brands in technical soccer categories.  Additionally, a significant portion of our brands also compete with big box retailers “private-label” and/or “exclusive” brands.

The Company also faces competition in securing retail and wholesale licenses. Companies owning established brands may decide to enter licensing arrangements with retailers or wholesalers similar to the ones the Company currently has in place, therefore creating direct competition. Similarly, the retailers that currently license our brands may decide to develop their own private labels and/or purchase brands rather than enter into license agreements with the Company.

Lastly, in America, the Company competes for acquisitions with traditional apparel, consumer and entertainment brand companies, financial buyers and other brand management companies. Throughout the rest of the world, the Company also competes for the acquisition of global brands with strategic and financial buyers.

Intellectual Property

We believe that the Company’s worldwide IP portfolio, which includes trademarks, service marks, copyrights and other proprietary information, is our most valuable asset. As of December 31, 2020, we owned nearly 6,700 trademark and service mark registrations and applications – over 450 of which are domestic and over 6,200 of which are foreign. Trademarks and associated marks are registered or pending registration with the U.S. Patent and Trademark Office and in other countries throughout the world in block letter and/or logo formats, as well as in combination with a variety of ancillary marks for use with respect to a variety of product categories, including footwear, apparel, fragrance, handbags, watches and various other goods and services, including in some cases, home accessories and electronics.  In addition, the Company owns numerous copyrights in its iconic Waverly and Joe Boxer patterns and designs. The Company also owns over 1,500 domain names worldwide and registers key domain names containing its trademarks.

Employees and Human Capital Resources

As of December 31, 2020, the Company had a total of 101 full-time employees and 8 part-time employees. Our employees are primarily located in New York, NY, as well as London and Manchester, England. None of our employees are represented by a labor union or are a party to a collective bargaining agreement and we believe that we have good relations with our employees.

Our human capital objectives include, as applicable, identifying, recruiting, retaining, incentivizing and integrating our existing and future employees. The principal purposes of our equity incentive plans are to attract, retain and motivate selected employees, consultants and directors through the granting of stock-based compensation awards.

Available Information

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

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Item 1A. Risk Factors

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

RISKS RELATED TO OUR CAPITAL STRUCTURE AND DEBT

The Company may not generate sufficient cash in the next twelve months necessary to fund continue operations.

Our ability to make cash payments on and to refinance our indebtedness and to fund future operations will depend on our ability to generate significant operating cash flow in the future. This ability is, to a significant extent, subject to general economic, financial, competitive and other factors that are beyond our control. We cannot assure you that our business will generate cash flow from operations in amount sufficient to enable us to fund our liquidity needs, including fees payable in connection with waivers obtained from our creditors and lenders, costs related to the impairment analysis discussed below and costs related to ongoing litigation (see “Legal Proceedings” and the risk factor entitled”—We have also been named in securities litigations, which could be expensive and could divert our management’s attention.  There may be additional class action and/or derivative claims”). As a result, we may need to refinance all or a portion of our indebtedness, on or before its maturity, obtain additional equity or debt financing, sell existing assets or enter into strategic alliances with other parties. We cannot assure you that we will be able to do so on commercially reasonable terms or at all, or on terms that would be advantageous to our stockholders. Any inability to generate sufficient cash flow, refinance our indebtedness or incur additional indebtedness on commercially reasonable terms could adversely affect our financial condition and could cause us to be unable to service our existing debt. If we are unable to obtain a waiver, we would be in default under our existing indebtedness, the holders of such indebtedness could exercise their rights as described above, and we could be forced into bankruptcy or liquidation. Even if we are able to obtain such waivers, limited liquidity may cause us to delay or abandon some or all of our plans to invest in new brands and may have a material and adverse effect our ability to generate and/or increase revenue going forward or cause us to be unable to maintain existing licenses on favorable terms and conditions.  Additionally, we have historically received cash payments of management fees and residual fees under the agreements governing our Senior Secured Notes (as defined below). However, there is no guarantee we will receive any or all of these amounts in future years.  Any decrease in cash received under these arrangements in future periods could adversely affect our liquidity.

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 December 31, 2020, the Company’s consolidated balance sheet reflects debt of approximately $564.4 million (which is net of $5.5 million of debt issuance costs and original issue discount), including (i) securitization debt of $417.9 million under our Series 2012-1 4.229% Senior Secured Notes, Class A-2, Series 2013-1 4.352% Senior Secured Notes, Class A-2 (collectively, the “Senior Secured Notes”), and the Variable Funding Notes (as defined below), (ii) senior secured debt of $94.4 million (net of debt issuance costs and original issue discount of $5.5 million) under our Senior Secured Term Loan (as defined below), and (iii) subordinated secured debt of $94.4 million (which is recorded in our consolidated balance sheet as of December 31, 2020 at a fair value of $50.9 million) under our 5.75% convertible senior subordinated secured second lien notes due 2023 (the “5.75% Convertible Notes”). We may also assume or incur additional debt, including secured debt, in the future in connection with, or to fund, future acquisitions or refinance our existing debt obligations. Our outstanding debt obligations:

• could impair our liquidity;

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

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

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

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

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

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

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We cannot be certain that our earnings will be sufficient to allow us to pay principal and interest on our debt and meet our other obligations. In particular, we do not know at this time what the effects will be of the COVID-19 pandemic on our liquidity and financial conditions, including the effects of our licensees requesting delaying payments or failing to make payments to us. In the event that we fail to make any required payment under any current or future agreements governing our indebtedness or fail to comply with the financial and operating covenants contained in those agreements, we would be in default regarding that indebtedness. A debt default could significantly diminish the market value and marketability of our common stock, result in the acceleration of the payment obligations under all or a portion of our consolidated indebtedness and impact the Company’s ability to continue as a going concern.

The terms of our debt agreements have restrictive covenants and our failure to comply with any of these could put us in default, which would have an adverse effect on our business and prospects, and could cause us to lose title to our key IP assets.

Unless and until we repay all outstanding borrowings under our securitization debt, we will remain subject to the restrictive terms of these borrowings. The securitization debt, under which certain of our wholly-owned subsidiaries (as defined below, the “Co-Issuers”) issued and guaranteed the Senior Secured Notes and a revolving financing facility consisting of variable funding notes, herein referred to as Variable Funding Notes, contain a number of covenants, with the most significant financial covenant being a debt service coverage calculation. These covenants limit the ability of certain of our subsidiaries to, among other things:

• sell assets;

• engage in mergers, acquisitions and other business combinations;

• declare or pay distributions on their equity interests;

• incur, assume or permit to exist additional indebtedness or guarantees; and

• incur liens.

These restrictions could reduce our liquidity and thereby affect our ability to pay dividends or repurchase shares of our common stock. The securitization debt requires us to maintain a specified financial ratio relating to available cash to service the borrowings at the end of each fiscal quarter. Our ability to meet this financial ratio can be affected by events beyond our control, and we may not satisfy such a test. A breach of this covenant could result in a rapid amortization event or default under the securitization debt.

In the event that a rapid amortization event occurs or continues under the indenture (including, without limitation, upon an event of default under the indenture or the failure to repay the securitization debt at the end of the five-year interest-only period), or in the event that a management termination event occurs or continues under the management agreement the funds available to us would be or are reduced or eliminated, which would in turn reduce our ability to operate or grow our business.

Furthermore, a reserve account has been established for the benefit of the secured parties under the indenture for the purpose of trapping cash upon the occurrence of our failure to maintain a specified financial ratio at the end of each fiscal quarter. Once it commences, such cash trapping period would extend until the quarterly payment date on which that financial ratio becomes equal to or exceeds the minimum ratio. In the event that a cash trapping period commences, the funds available for the Co-Issuers to pay amounts to us will be reduced or eliminated, which would in turn reduce our ability to support our business and service repayment obligations under our other financing arrangements (including under the Senior Secured Term Loan and 5.75% Convertible Notes).

In an event of default, all unpaid amounts under the Senior Secured Notes and Variable Funding Notes could become immediately due and payable at the direction or consent of holders of a majority of the outstanding Senior Secured Notes. Such acceleration of our debt could have a material adverse effect on our liquidity if we are unable to negotiate mutually acceptable terms with our lenders or if alternate funding is not available to us.

Furthermore, if amounts owed under the securitization debt were to become accelerated because of a failure to meet the specified financial ratio or to make required payments, the holders of our Senior Secured Notes would have the right to foreclose on the Candie’s, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific/OP, Danskin/Danskin Now, Rocawear, Cannon, Fieldcrest, Royal Velvet, Charisma, Starter and Waverly trademarks in the United States and Canada (with the exception of the London Fog brand for outerwear in the United States); on our joint venture interests in Hardy Way, MG Icon and ZY Holdings; on the equity interests in certain of our subsidiaries; and on other related assets securing the notes.

The Senior Secured Term Loan and the indenture in respect of our 5.75% Convertible Notes (the “5.75% Notes Indenture”) also contain a number of covenants that restrict our ability and the ability of certain of our subsidiaries, their respective subsidiaries and certain joint ventures to, among other things:

• grant liens on certain assets;

• consummate specified types of acquisitions or acquisitions requiring cash consideration in excess of specified amounts;

• make fundamental changes (including mergers and consolidations);

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• make restricted payments and investments; and

• incur or prepay certain indebtedness.

In addition, our wholly-owned subsidiary IBG Borrower LLC (“IBG Borrower”), as borrower under the Senior Secured Term Loan, must maintain a specified minimum asset coverage ratio and leverage ratio.  

Upon the occurrence of an event of default under the Senior Secured Term Loan or a default under the 5.75% Notes Indenture, in addition to the interest rate increasing by an additional 3% per year under the Credit Agreement, all unpaid amounts under the Senior Secured Term Loan and the 5.75% Convertible Notes could become immediately due and payable.  An acceleration of our debt could have a material adverse effect on our liquidity if we were to be unable to negotiate mutually acceptable terms with our lenders or holders of the 5.75% Convertible Notes or other debt obligations as they come due. In addition, a default under one debt instrument relating to our existing indebtedness could in turn permit lenders or holders under other debt instruments to declare borrowings outstanding under those instruments to be due and payable pursuant to cross-default and cross-acceleration clauses.

In the event of a default under our indebtedness under our Senior Secured Term Loan, which is not waived by our lenders thereunder, such lenders may be able to declare all of the indebtedness under such facilities, together with accrued interest, to be due and payable.

In the event of a default under our indebtedness under our Senior Secured Term Loan, which is not waived by our lenders thereunder, such lenders generally would be able to declare all of the indebtedness under such facilities, together with accrued interest, to be due and payable. In addition, borrowings under our Senior Secured Term Loan are secured by a first-priority lien on substantially all of the assets of the Guarantors defined therein. In the event of a default under that facility, such lenders generally would be entitled to seize the collateral, including assets which are necessary to operate our business.

Pursuant to the terms of the 5.75% Note Indenture, the 5.75% Convertible Notes are secured by a second-priority lien on all of the assets of the same Guarantors listed in the Senior Secured Term Loan. Subject to the terms of an Intercreditor Agreement governing the relationship between the lenders under the Senior Secured Term Loan and the holders of the 5.75% Convertible Notes, in the event of a default under our Senior Secured Term Loan, the lenders under the Senior Secured Term Loan generally would be entitled to seize the collateral, including assets which are necessary to operate our business. In addition, default under one debt instrument relating to our existing indebtedness could in turn permit lenders or holders under other debt instruments to declare borrowings outstanding under those instruments to be due and payable pursuant to cross-default and cross-acceleration clauses. Moreover, upon the occurrence of an event of default relating to our indebtedness, any commitments to extend further credit to us could be terminated.

Accordingly, the occurrence of a default under any debt instrument, unless cured or waived, may have a material adverse effect on our results of operations.

We are subject to risks associated with the discontinuation of LIBOR.

Our Senior Secured Term Loan uses LIBOR as a reference rate to determine the rate of interest payable on our borrowings. In July 2017, the head of the United Kingdom Financial Conduct Authority announced the phase out of the use of LIBOR by the end of 2021. To identify a successor rate for U.S. dollar LIBOR, the Alternative Reference Rates Committee, or ARRC, a U.S. based group convened by the Federal Reserve Board and the Federal Reserve Bank of New York, was formed. Similarly, financial regulators in the UK, the European Union, Japan, and Switzerland formed working groups with the aim of recommending alternatives to LIBOR denominated in their local currencies. The ARRC is comprised of a diverse set of private-sector entities and a wide array of official-sector entities, banking regulators, and other financial sector regulators. The ARRC has identified the Secured Overnight Financing Rate, or SOFR, as its preferred alternative rate for LIBOR. SOFR is a measure of the cost of borrowing cash overnight, collateralized by U.S. Treasury securities, and is based on directly observable U.S. Treasury-backed repurchase transactions. Although SOFR appears to be the preferred replacement rate for U.S. dollar LIBOR, it is unclear if other benchmarks may emerge or if other rates will be adopted outside of the U.S.

At this time, we cannot predict how markets will respond to proposed alternative rates or the effect of any changes to, or discontinuation of, LIBOR. If reference rates under our Senior Secured Term Loan are no longer available or if our lenders have increased costs due to changes in reference rates, we may experience increases in interest rates on our variable rate debt, which could adversely impact our interest expense, results of operations and cash flows.

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RISKS RELATED TO OUR COMMON STOCK

The market price of our common stock, which has traded with significant volatility in the past year, may continue to be volatile, which could reduce the market price of our common stock.

The market price of our common stock has traded with significant volatility, and may continue to experience significant price and volume fluctuations. This market volatility could further reduce the market price of our common stock, regardless of our operating performance. In addition, the trading price of our common stock could change significantly over short periods of time in response to actual or anticipated variations in our quarterly operating results, announcements by us, our licensees or our respective competitors, factors affecting our licensees’ markets generally and/or changes in national or regional economic conditions, making it more difficult for shares of our common stock to be sold at a favorable price or at all. The market price of our common stock could also be reduced by general market price declines or market volatility in the future or future declines or volatility in the prices of stocks for companies in the trademark licensing business or companies in the industries in which our licensees compete.  In addition, any future conversions of the 5.75% Convertible Notes would dilute the holdings of our then existing stockholders, including any remaining holders of our 5.75% Convertible Notes that receive shares of our common stock upon conversion of their notes, and could reduce the market price of our common stock.

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

We have issued a substantial number of shares of common stock that are eligible for resale under Rule 144 of the Securities Act of 1933, as amended, or the Securities Act, and that may become freely tradable.  We may, in the future, issue additional shares of our common stock.  Pursuant to the terms of our 5.75% Convertible Notes, we may elect to pay interest on such notes in shares of our common stock, rather than in cash.  Upon conversion of our 5.75% Convertible Notes, we may elect to satisfy our conversion obligations solely in shares of our common stock, which would result in an increase in the outstanding number of shares of our common stock that, subject to certain limitations, would be freely tradable. We have also issued a substantial number of restricted shares of common stock as inducement grants in connection with the Company’s hiring of a new CEO in October 2018 and a new CFO in February 2019 and may do so again in the future. If the holders of 5.75% Convertible Notes choose to exercise their conversion rights and sell the underlying shares of common stock in the public market, or if holders of currently restricted shares of our common stock choose to sell such shares in the public market under Rule 144 or otherwise, the prevailing market price for our common stock may decline. Also, we have recently paid interest on the 5.75% Convertible Notes in shares of our common stock, and may continue to do so in the future, and any such issuance may cause the market price of our common stock to decline. The sale of shares issued upon the exercise of our derivative securities or other issuances of our common stock could also further dilute the holdings of our then existing stockholders, including holders of convertible notes that receive shares of our common stock upon conversion of their notes. In addition, future issuances of shares of our common stock could impair our ability to raise capital by offering equity securities.

Future issuances of equity or convertible notes to raise additional needed capital may result in significant dilution to our stockholders.

In order to raise additional needed capital, the Company may issue shares of its common stock or shares of preferred stock or debt convertible into shares of its common stock or preferred stock. There can be no assurance that such issuances will be at current market rates or on terms favorable to the Company and its existing stockholders. Any raising of capital involving the issuance of equity is expected to result in a significant dilution to existing stockholders. The terms of any debt securities issued could also impose significant restrictions on our operations. Broad market and industry factors may seriously harm the market price of our common stock, regardless of our operating performance, and may adversely impact our ability to raise additional funds.

We do not anticipate paying cash dividends on our common stock in the short term.

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

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RISKS RELATING TO OUR BUSINESS

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

Our revenue is almost entirely dependent on royalty payments made to us under our license agreements. Although the license agreements for our brands usually require the advance payment to us of a portion of the license fees and, in most cases, provide for guaranteed minimum royalty payments to us, the failure of our licensees to satisfy their obligations under these agreements, or their inability to operate successfully or at all, could result in their breach and/or the early termination of such agreements, their non-renewal of such agreements or our decision to amend such agreements to reduce the guaranteed minimums or sales royalties due thereunder, thereby eliminating some or all of that stream of revenue. There can be no assurances that we will not lose the licensees under our license agreements due to their failure to exercise the option to renew or extend the term of those agreements or the cessation of their business operations (as a result of their financial difficulties or otherwise) without equivalent options for replacement. Any of such failures could reduce the anticipated revenue stream to be generated by the license agreements. In addition, the failure of our licensees to meet their production, manufacturing and distribution requirements, or to be able to continue to import goods (including, without limitation, as a result of changes to laws or trade regulations, trade embargoes, labor strikes or unrest, especially, for example, given the recent uncertainty around tariffs in respect of trade between the US and China and the US and European Union), could cause a decline in their sales and potentially decrease the amount of royalty payments (over and above the guaranteed minimums) due to us.  Also, the recent global Coronavirus outbreak has the potential to cause a disruption in production, manufacturing, distribution and sales globally, which could have a material negative impact on royalty payments made to us under our license agreements. Further, the failure of our licensees and/or their third party manufacturers, which we do not control, to adhere to local laws, industry standards and practices generally accepted in the United States in areas of worker safety, worker rights of association, social compliance, and general health and welfare, could result in accidents and practices that cause disruptions or delays in production and/or substantial harm to the reputation of our brands, any of which could have a material adverse effect on our business, financial position, results of operations and cash flows.  A weak economy or softness in certain sectors including apparel, consumer products, retail and entertainment could exacerbate this risk. This, in turn, could decrease our potential revenues and cash flows.

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 license with Centric Brands Inc., was our largest licensee during the twelve-month period ended December 31, 2020, representing approximately 10% of our total revenue for such period.

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

As previously disclosed, the Company was notified of the following non-renewals of license agreements: (i) the Candie’s and Mudd license at Kohl’s, (ii) the Danskin Now DTR license agreements with Walmart, (iii) the Royal Velvet license agreement with J.C. Penney’s, and (iv) the Material Girl DTR license agreement with Macy’s. While the Company is actively working to place these brands with other licensees, the failure to enter into replacement license agreements for these brands on economic terms similar to such DTR arrangements may adversely affect our future revenues and cash flows.

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

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

As of December 31, 2020, goodwill represented approximately $26.1 million, or approximately 6% of the Company’s total consolidated assets, and trademarks and other intangible assets represented approximately $246.8 million, or approximately 60% of our total consolidated assets. Under current U.S. GAAP accounting standards, goodwill and indefinite life intangible assets, including most of our trademarks, are no longer amortized, but instead are subject to impairment evaluation based on related estimated fair values, with such testing to be done at least annually.

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In FY 2020 and FY 2019, as a result of a decline in net sales as well as a decline in future guaranteed minimum royalties from license agreements for certain brands, the Company recorded non-cash asset impairment charges, related to the write-off of certain of our trademarks of $35.0 million and $65.6 million, respectively.

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

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

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

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

Although most of our licensees guarantee minimum net sales and minimum royalties to us, a failure of our brands or of products bearing our brands to achieve or maintain market acceptance could cause a reduction of our licensing revenue and could further cause existing licensees not to renew their agreements. Such failure could also cause the devaluation of our trademarks, which are our primary IP assets, making it more difficult for us to renew our current licenses upon their expiration or enter into new or additional licenses for our trademarks. In addition, if such devaluation of our trademarks were to occur, a material impairment in the carrying value of one or more of our trademarks could also occur and be charged as an expense to our operating results.

The industries in which we compete, including the apparel industry, are subject to rapidly evolving trends and competition. In addition, consumer tastes change rapidly. The licensees under our licensing agreements may not be able to anticipate, gauge or respond to such changes in a timely manner. Failure of our licensees to anticipate, identify and capitalize on evolving trends could result in declining sales of our brands and devaluation of our trademarks. Continued and substantial marketing efforts, which may, from time to time, also include our expenditure of significant additional funds to keep pace with changing consumer demands, are required to maintain market acceptance of the licensees’ products and to create market acceptance of new products and categories of products bearing our trademarks; however, these expenditures may not result in either increased market acceptance of, or licenses for, our trademarks or increased market acceptance, or sales, of our licensees’ products. Furthermore, while we believe that we currently maintain sufficient control over the products our licensees’ produce under our brand names through the provision of trend direction and our right to preview and approve a majority of such products, including their presentation and packaging, we do not actually design or manufacture products bearing our marks, and therefore, have more limited control over such products’ quality and design than a traditional product manufacturer might have.

Our success is largely dependent on the continued service of our key personnel.

As previously disclosed, we have experienced significant turnover in our senior management team. While we are not aware of any further pending changes in key management positions, we cannot provide assurance that we will effectively manage our current management transition or other future management changes we may experience. An inability to effectively manage these changes may impact our ability to retain our senior executives and other key employees, which could harm our operations.  Additional turnover at the senior management level may create instability within the Company and our employees may terminate their employment, which could further impede our ability to maintain day to day operations. Such instability could also impede our ability to fully implement our business plan and growth strategy, which would harm our business and prospects.

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

Our future effective tax rates could be adversely affected by changes in the valuation of our deferred tax assets and liabilities, or by changes in tax laws or policies, or interpretations thereof. In addition, our current global tax structure could be negatively impacted by various factors, including changes in the tax rates in jurisdictions in which we earn income or changes in, or in the interpretation of, tax rules and regulations in jurisdictions in which we operate. An increase in our effective tax rate could have a material adverse effect on our business, results of operations and financial position.

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We also are subject to the continuous examination of our income tax returns by the Internal Revenue Service and other tax authorities both domestically (including state and local entities) and abroad. We regularly assess the likelihood of recovering the amount of deferred tax assets recorded on the balance sheet and the likelihood of adverse outcomes resulting from examinations by various taxing authorities in order to determine the adequacy of our provision for income taxes. We cannot guarantee that the outcomes of these evaluations and continuous examinations will not harm our reported operating results and financial conditions.

We are subject to additional risks associated with our international licensees and joint ventures.

We market and license our brands outside the United States and many of our licensees are located, and joint ventures operate, outside the United States. As a key component of our business strategy, we intend to expand our international sales, including, without limitation, through joint ventures. We and our joint ventures face numerous risks in doing business outside the United States, including: (i) unusual or burdensome foreign laws or regulatory requirements or unexpected changes to those laws or requirements; (ii) tariffs, trade protection measures, import or export licensing requirements, trade embargoes, sanctions and other trade barriers (including, for example, given the recent uncertainty around tariffs in respect of trade between the US and China and the US and European Union); (iii) competition from foreign companies; (iv) longer accounts receivable collection cycles and difficulties in collecting accounts receivable; (v) less effective and less predictable protection and enforcement of our IP; (vi) changes in the political or economic condition of a specific country or region (including, without limitation, as a result of political unrest), particularly in emerging markets; (vii) fluctuations in the value of foreign currency versus the U.S. dollar and the cost of currency exchange; (viii) potentially adverse tax consequences; (ix) disruptions in supply chain continuity, including from natural disasters, global disease outbreaks such as the novel coronavirus, acts of war or terrorism or other external factors over which we have no control and (x) cultural differences in the conduct of business. Any one or more of such factors could cause our future international sales, or distributions from our international joint ventures, to decline or could cause us to fail to execute on our business strategy involving international expansion. In addition, our business practices in international markets are subject to the requirements of the U.S. Foreign Corrupt Practices Act and all other applicable anti-bribery laws, any violation of which could subject us to significant fines, criminal sanctions and other penalties.

A portion of our revenue and net income are generated outside of the United States, by certain of our licensees and our joint ventures, in countries that may have volatile currencies, capital control regimes, legal prohibitions on enforcing payment terms in license agreements or other risks.

A portion of our revenue is attributable to activities in territories and countries outside of the United States by certain of our joint ventures and our licensees. The fact that some of our revenue and certain business operations of our joint ventures and certain licensees are conducted outside of the United States exposes them to several additional risks, including, but not limited to social, political, regulatory and economic conditions or to laws and policies governing foreign trade and investment in the territories and countries where our joint ventures or certain licensees currently have operations or will in the future operate. Certain foreign jurisdictions also create difficulties collecting bad debts or other outstanding receivables owed to the Company or its joint ventures.  Any of these factors could have a negative impact on the business and operations of our joint ventures and certain of our licensees operations, which could also adversely impact our results of operations. Increase of revenue generated in foreign markets may also increase our exposure to risks related to foreign currencies, such as fluctuations in currency exchange rates and exposure to capital controls that trap cash in these foreign currencies and/or jurisdictions. Currency exchange rate fluctuations may also adversely impact our joint ventures and licensees. In the past, we and our joint ventures have attempted to have contracts that relate to activities outside of the United States denominated in U.S. currency, however, we do not know to the extent that we will be able to continue this as we increase our contracts with foreign licensees. In certain instances, we have entered into foreign currency hedges to mitigate our risk related to fluctuations in our contracts denominated in foreign currencies; however, we cannot predict the effect that future exchange rate fluctuations will have on our operating results.  We also cannot guarantee that we can distribute cash out of these foreign jurisdictions or otherwise enforce all of our legal and economic rights therein. From time to time, particularly in countries with strong capital controls in place by a central bank or other centralized governmental monetary authority (e.g., the People’s Republic of China, Brazil and Argentina), we have had difficulty from time to time distributing cash on a timely basis out of such countries.  Similarly, in the past in certain foreign countries, we have faced difficulties in legally enforcing the payment terms in our license agreements or otherwise collecting past due payables due from certain licensees.  A material rise in any of the aforementioned challenges, especially with respect to any unpaid material sums, could have a material adverse effect on our business, results of operations and financial position.

Our licensees are subject to risks and uncertainties of foreign manufacturing and importation of goods, and the price, availability and quality of raw materials, along with labor unrest at shipping/receiving ports, could interrupt their operations or increase their operating costs, thereby affecting their ability to deliver goods to the market, reduce or delay their sales and decrease our potential royalty revenue.

Substantially all of the products sold by our licensees are manufactured overseas and there are substantial risks associated with foreign manufacturing and importation, including changes in laws and policies relating to quotas and current and proposed international trade agreements, the payment of tariffs and duties, fluctuations in foreign currency exchange rates, shipping delays,

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labor unrest that could hinder or delay shipments, effects on the ability to import goods or the cost associated with such importation and international political, regulatory and economic developments. Further, our licensees may experience fluctuations in the price, availability and quality of fabrics and raw materials used by them in their manufactured or purchased finished goods. Any of these risks could increase our licensees’ operating costs. Our licensees also import finished products and assume all risk of loss and damage with respect to these goods once they are shipped by their suppliers. If these goods are destroyed or damaged during shipment, the revenue of our licensees, and thus our royalty revenue over and above the guaranteed minimums, could be reduced as a result of our licensees’ inability to deliver or their delay in delivering their products.

We participate in international joint ventures which we do not typically legally control.

We participate in a number of international joint ventures, some of which we do not control. As we continue to expand our business internationally and execute our strategy for growth, we may enter into additional International Joint Ventures in the future. Joint ventures pose an inherent risk. Regardless of whether we hold a majority interest in or directly control the management of our International Joint Ventures, our partners may have business goals and interests that are not aligned with ours, exercise their rights in a manner of which we do not approve, be unable to fulfill their obligations under the joint venture agreements, or exploit our trademarks in a manner that harms the overall quality and image of our brands. In addition, any of our joint venture partners may simply be unable to identify licensees for our brands. In these cases, the termination of an arrangement of one of our joint venture partners or their failure to build the business could result in the delay of our expansion in a particular market or markets, and will not allow us to achieve the worldwide growth that we seek on our current timeline. We may not be able to identify another suitable partner for a particular joint venture or foreign territory in such market or markets, which could result in further delay, and could materially and adversely affect our business and operating results.

We may incur losses as a result of unforeseen or catastrophic events, including the emergence of a pandemic, terrorist attacks, extreme weather events or other natural disasters.

The occurrence of unforeseen or catastrophic events, including the emergence of a pandemic, such as the novel coronavirus, or other widespread health emergency (or concerns over the possibility of such an emergency), terrorist attacks, extreme terrestrial or solar weather events or other natural disasters, could create economic and financial disruptions, and could lead to operational difficulties that could impair our ability to manage our businesses.

The recent coronavirus outbreak could have an adverse effect on our business, financial position and cash flows.

The global outbreak of a novel strain of the novel coronavirus (“COVID-19” or “coronavirus”) originating in Wuhan, China has impacted and may continue to impact our results, liquidity and financial condition. The virus has spread rapidly across the globe, including the U.S. The pandemic continues to have an unprecedented impact on the U.S. economy as federal, state and local governments react to this public health crisis, which has created a significant adverse impact on our business. Also, the COVID-19 pandemic may continue to have an adverse effect on the economy, our licensees, customer sentiment in general, and has lead to and may again lead to the temporary closing of stores containing our brands. We are unable to predict when retailers who have temporarily closed stores will reopen or if additional periods of store closures will be needed or mandated. Continued impacts of the pandemic could materially adversely affect our near-term and long-term revenues, earnings, liquidity and cash flows as our licensees may request temporary relief, delay or not make scheduled payments. COVID-19 is adversely impacting sales in the apparel and accessories industry. Diminished sales of products bearing our brands may have an adverse effect on the estimated fair value of our intangible assets, including our trademarks. The extent of the impact of the pandemic on our business and financial results will depend largely on future developments, including the effectiveness of any vaccines, the duration of the spread of the outbreak within the U.S., the impact on capital and financial markets and the related impact on consumer confidence and spending, all of which are highly uncertain and cannot be predicted. This situation is changing rapidly, and additional impacts may arise that we are not aware of currently. The potential impact of COVID-19 intensifies the business and operating risks that we face and should be considered when reading the additional risk factors below.

A sale of our trademarks or other IP related to our brands in a jurisdiction could have a negative effect on the brands in other jurisdictions or worldwide.

From time to time, we may sell IP related to our brands to a third party in a domestic or foreign territory, where we do not intend to continue exploiting the brand. In these instances, we may enter into co-existence agreements with any such third party, the terms of which require that the sold IP be exploited in a manner befitting the brand image and prestige. Though we try to limit our potential exposure related to potential misuse of the IP, we cannot ensure that third parties will comply with their contractual requirements or that they will use the IP in an appropriate manner. Any misuse by a third party of IP related to our brands could lead to a negative perception of our brands by current and potential licensees, international joint venture partners or consumers, and could adversely affect our ability to develop the brands and meet our strategic goals. This, in turn, could decrease our potential revenue.

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Our failure to protect our proprietary rights could compromise our competitive position and result in cancellation, loss of rights or diminution in value of our brands.

We monitor on an ongoing basis, unauthorized filings of our trademarks and imitations thereof, and rely primarily upon a combination of U.S., Canadian and other international federal, state and local laws, as well as contractual restrictions to protect and enforce our IP rights. We believe that such measures afford only limited protection and, accordingly, there can be no assurance that the actions taken by us to establish, protect and enforce our trademarks and other proprietary rights will prevent infringement of our IP rights by others, or prevent the loss of licensing revenue or other damages caused therefrom.

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

In addition, our license agreements provide our licensees with rights to our trademarks and contain provisions requiring our licensees to comply with certain standards to be monitored by us. Our failure to adequately monitor our licensees’ compliance with the license agreements or take appropriate corrective action when necessary may subject our IP assets to cancellation, loss of rights or diminution in value.

Further, the rights to our brands in our International Joint Venture territories are controlled primarily through our joint ventures in these regions. While we believe that our partnerships in these areas will enable us to better protect our trademarks in the countries covered by the ventures, we do not control all of our joint venture companies and thus most decisions relating to the use and enforcement of the marks in these countries will be subject to the approval of our local partners.

We also own the exclusive right to use various domain names containing or relating to our brands. There can be no assurances that we will be able to prevent third parties from acquiring and maintaining domain names that infringe or otherwise decrease the value of our trademarks. Failure to protect our domain names could adversely affect our brands which could cause a decline in our licensees’ sales and the related revenue and in turn decrease the amount of royalty payments (over and above the guaranteed minimums) due to us.

Third-party claims regarding our intellectual property assets could result in our licensees being unable to continue using our trademarks, which could adversely impact our revenue or result in a judgment or monetary damages being levied against us or our licensees.

We may be subject to legal proceedings and claims, including claims of alleged infringement or violation of the patents, trademarks and other intellectual property rights of third parties. In the future, we may be required to assert infringement claims against third parties or third parties may assert infringement claims against us and/or our licensees. To the extent that any of our intellectual property assets is deemed to violate the proprietary rights of others in any litigation or proceeding or as a result of any claim, then we and our licensees may be prevented from using it, which could cause a breach or termination of certain license agreements. If our licensees are prevented from using our trademarks, this could adversely impact the revenue of our licensees with respect to those IP assets, and thus the royalty payments over and above the guaranteed minimums could be reduced as a result of the licensees’ inability to continue using our trademarks. Litigation could also result in a judgment or monetary damages being levied against us and our licensees. Further, if we, our International Joint Ventures or our licensees are alleged to have infringed the IP rights of another party, any resulting litigation could be costly and could damage the Company’s reputation. There can be no assurance that we, our International Joint Ventures or our licensees would prevail in any litigation relating to our IP.

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We may not be able to establish or maintain our trademark rights and registrations, which could impair our ability to perform our obligations under our license agreements, which could cause a decline in our licensees’ sales and potentially decrease the amount of royalty payments (over and above the guaranteed minimums) due to us.

While we intend to take reasonable steps to protect our trademark rights, it may not be possible to obtain or maintain legal protection and registrations for all of our trademarks for all forms of goods and services based on certain facts, such as the timing of our or our predecessors’ entrance into the market or the fact that a third party previously adopted a similar mark for use in connection with a similar set of goods or services. As a result, it may be difficult or not possible for our trademarks to be registered or even protected so as to prohibit third party use in a particular manner. Moreover, third parties may challenge or seek to oppose or cancel existing trademark applications or registrations, and we cannot guarantee we will succeed against such challenges. Any failure to secure and maintain rights and registrations could impair our ability to perform our obligations under the license agreements, enter new product or service categories or could affect our ability to enter into new license agreements or renew existing license agreements, both of which could cause a decline in our licensees’ sales and potentially decrease the amount of royalty payments (over and above the guaranteed minimums) due to us.

We are subject to local laws and regulations in the U.S. and abroad.

We are subject to U.S. federal, state and local laws and regulations affecting our business. Our International Joint Ventures are subject to similar regulations in the countries where they operate. While we actively identify and monitor our obligations and the applicability of all laws to ensure that we are compliant and our contractual arrangements with our International Joint Venture partners require them to do the same, our efforts to maintain compliance with local laws and regulations may require us to incur significant expenses, and our failure to comply with such laws may expose us to potential liability. In addition, our ability to operate or compete effectively, as well as our financial results, could be adversely affected by the introduction of new laws, policies or regulations; changes in the interpretation or application of existing laws, policies and regulations; or our failure to obtain required regulatory approvals.

We may be a party to litigation in the normal course of business, which could affect our financial position and liquidity.

From time to time, we may be made a party to litigations in the normal course of business. For example, as the owner of a trademark, we may be named as a defendant in a lawsuit relating to a product designed and manufactured by a licensee of that trademark. In most cases, our licensees under the existing license agreements are obligated to defend and indemnify us, as licensor, and our affiliates with respect to such litigation. In addition, while third parties could assert infringement claims involving our trademarks, we believe our trademarks are not subject to significant litigation risk because they are widely known and well-established trademarks, which have been consistently used by us and the previous owners. We also maintain insurance for certain risks, but it is not possible to obtain insurance to protect against all possible liabilities. Although historically the litigation involving us has not been material to our financial position or our liquidity, any litigation has an element of uncertainty and if any such litigation were to be adversely determined and/or a licensee were to fail to properly indemnify us and/or we did not have appropriate insurance coverage, such litigation could affect our financial position and liquidity.

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

In the past, we have been named in and settled securities litigation, which were expensive and diverted our management’s time. Further, the Company received a formal order of investigation into certain accounting and reporting issues occurring during the 2013 fiscal year through the third quarter of 2015 from the SEC staff in December 2015 and was contacted by the U.S. Attorney’s office for the Southern District of New York in December 2018 regarding the same matters underlying the SEC’s investigation (together, the “Government Investigations”).  The Company has cooperated fully with the SEC and SDNY regarding this matter. As previously disclosed, on December 5, 2019, the Company reached an agreement with the SEC to resolve the SEC portion of the Investigation. As part of the settlement, which was approved by the U.S. District Court for the Southern District of New York (the “SDNY”), the Company agreed to pay a civil penalty of $5.5 million.  On the same day, the U.S. Attorney for the SDNY unsealed charges against the Company’s former Chairman and Chief Executive Officer, as well as its former Chief Operating Officer (who subsequently plead guilty).  The criminal trial in this matter was set to begin on May 11, 2020, but has been postponed indefinitely due to the COVID-19 pandemic. Furthermore, pursuant to the terms of its articles and bylaws, the Company is obligated to advance legal and other fees to its current and former directors, officers and employees with respect to the Governmental Investigations, which such amounts to date have been significant.  As of the third quarter of 2019, as a result of the expenses related to such matters, the

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Company’s insurance coverage related to such matters has been exhausted.  As such, the Company will not be reimbursed for any further expenses incurred related to such matters, including by its former Chairman and CEO or certain of its current and former directors, officers and employees that may be witnesses in the afore-mentioned or any additional enforcement, investigatory or other legal actions taken by the SEC or SDNY in respect of such individuals.

While we audit our licensees from time to time in the ordinary course, we otherwise rely on the accuracy of our licensees’ retail sales reports for reporting and collecting our revenues, and if these reports are untimely or incorrect, our revenue could be delayed or inaccurately reported.

Most of our revenue is generated from retailers that license our brands for manufacture and sale of products bearing our brands in their stores. Under our existing agreements, these licensees pay us licensing fees based in part on the retail value of products sold. We rely on our licensees to accurately report the retail sales in collecting our license fees, preparing our financial reports, projections, budgets, and directing our sales and marketing efforts. All of our license agreements permit us to audit our licensees. If any of our licensee reports understate the retail sales of products they sell, we may not collect and recognize revenue to which we are entitled, or may endure significant expense to obtain compliance.

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

Our performance is subject to worldwide economic conditions, including increasing inflation, and its corresponding impact on the levels of consumer spending which may affect our licensees’ sales. It is difficult to predict future levels of consumer spending or inflation and any such predictions are inherently uncertain. The worldwide apparel industry is heavily influenced by general economic cycles. Purchases of goods offered under our brands tend to decline in periods of recession or uncertainty regarding future economic prospects, as disposable income typically declines. As a result, our operating results may be materially affected by trends in the United States or global economy.

A significant disruption in our computer systems, including from a malicious attack, and our inability to adequately maintain and update those systems, could adversely affect our operations.

We rely extensively on our computer systems to manage our operations and to communicate with our licensees, International Joint Venture partners and other third parties, and to collect, summarize and analyze results. We depend on continued and unimpeded access to the internet to use our computer systems. Our systems are potentially subject to damage or interruption from power outages, telecommunications failures, computer hackings, cyber-attacks, computer viruses or other malicious activities, security breaches and catastrophic events. If our systems are damaged, threatened, attacked or fail to function properly, we may incur substantial repair or replacement costs, experience data loss and impediments to our ability to manage our internal control system, a loss in confidence by our partners, negative publicity and lost revenue, all of which could adversely affect our results of operations.

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

Certain provisions of our certificate of incorporation could have the effect of making more difficult, delaying or deterring unsolicited attempts by others to obtain control of our company, even when these attempts may be in the best interests of our stockholders.  Our certificate of incorporation authorizes our board of directors, without stockholder approval, to issue up to 5,000,000 shares of preferred stock, in one or more series, which could have voting and conversion rights that adversely affect or dilute the voting power of the holders of our common stock, none of which is outstanding.

We are also subject to the provisions of Section 203 of the Delaware General Corporation Law, which could prevent us from engaging in a business combination with a 15% or greater stockholder for a period of three years from the date it acquired that status unless appropriate board or stockholder approvals are obtained.

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Use of social media may adversely impact our reputation and business.

We rely on social media, as one of our marketing strategies, to have a positive impact on both the value and reputation of our brands. Our brands could be adversely affected if we fail to achieve these objectives or if our public image or reputation, or that of any of our licensees or business partners, were to be tarnished by negative publicity. Use of social media platforms and weblogs by third parties provides access to a broad audience of consumers and other interested parties. The opportunity for dissemination of information on these platforms, including negative or inaccurate information about Iconix or its brands, is virtually limitless and the effect is immediate. For example, any bad, controversial or otherwise offending behavior by any of our paid spokespeople or other persons associated with our brands (whether paid or unpaid, and whether there is any current affiliation with such persons), could negatively impact our brands or the perception of such branded products in the marketplace, even if the offending behavior has no connection to such brand, product or the Company.  The occurrence of any of these events could harm our reputation, business and financial results. The harm may be immediate without affording us an opportunity for redress or correction.  It could also result in decreases in sales by our licensees, which in turn could negatively impact our revenues and cash flows.  

Recent and ongoing developments relating to the United Kingdom’s leaving the European Union could adversely affect us or our licenses.

The decision made in the United Kingdom referendum in June 2016 to leave the European Union (commonly known as “Brexit”) has caused, and may continue to cause, volatility in global financial markets, and in particular in the markets of the United Kingdom and across Europe, and may also lead to weakening in political, regulatory, consumer, corporate and financial confidence in the United Kingdom and Europe. On January 31, 2020, the United Kingdom withdrew from the European Union and the United Kingdom entered a transition period that expired on December 31, 2020. During this transition phase, the United Kingdom and the European Union sought to negotiate and finalize a new, more permanent trade deal. On December 24, 2020, negotiators representing the United Kingdom and the European Union came to a preliminary trade agreement, the EU-UK Trade and Cooperation Agreement (“TCA”), which is an agreement on the terms governing certain aspects of the European Union’s and United Kingdom’s relationship following the end of the transition period. On December 30, 2020, the United Kingdom and the European Union signed the TCA, which was ratified by the British Parliament on the same day. The TCA has been provisionally applied since January 1, 2021 but cannot formally enter into force until ratified by the European Parliament. In the event that the European Parliament does not ratify the TCA before April 30, 2021, the relationship between the United Kingdom and the European Union would be based on the World Trade Organization rules. However, even under the TCA, many aspects of the United Kingdom-European Union trade relationship remain subject to further negotiation. Due to political uncertainty, it is not possible to anticipate the form or nature of the future trading relationship between the United Kingdom and the European Union. While certain measures have been proposed and/or implemented within the United Kingdom and at the European Union level or at the member state level, which are designed to minimize disruption in the financial markets, it is not currently possible to determine whether such measures would achieve their intended effects. Notwithstanding the foregoing, the extent of the impact of the withdrawal and the resulting economic arrangements in the United Kingdom and in global markets as well as any associated adverse consequences remain unclear and may lead to ongoing political and economic uncertainty and periods of exacerbated volatility in both the United Kingdom and in wider European markets for some time.  The mid-to-long term uncertainty may have a negative effect on the performance of Iconix Europe, our London-based joint venture, as well as Iconix MENA LTD and Diamond Icon, LLC, our joint ventures which were established under the laws of the United Kingdom.  In addition, we have license agreements in place with licensees across many of our brands in the United Kingdom, maintain a wholly-owned subsidiary established under the laws of the United Kingdom; and have employees, offices and showroom space in the United Kingdom related to our Umbro and Lee Cooper brands.  The impact of Brexit on the foregoing aspects of our business are unknown at this time.  Brexit could have the effect of disrupting the free movement of goods, services and people between the United Kingdom and the European Union and negatively impact our business and that of our licensees.  The full effects of Brexit are uncertain and will depend on any agreements the United Kingdom may make to retain access to European Union markets.  Brexit also could lead to uncertainty with respect to the United Kingdom legal and regulatory framework and the enforcement of our legal and intellectual property rights.  Additionally, the decision made in the United Kingdom referendum may lead to a call for similar referenda in other European jurisdictions which may cause increased economic volatility and uncertainty in the European and global markets.  This volatility and uncertainty may have an adverse effect on the economy generally and on the ability of us and our portfolio companies to execute our respective strategies and to receive attractive returns.  Given these possibilities and others we may not anticipate, as well as the lack of comparable precedent, the full extent to which our business, licensees, results of operations and financial condition could be adversely affected by Brexit is uncertain.

Item 1B. Unresolved Staff Comments

None.

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Item 2. Properties

On November 9, 2007, we entered into a lease agreement covering approximately 30,550 square feet of office and showroom space at 1450 Broadway in New York, New York. The term of the lease runs through June 30, 2024 and provides for total aggregate base rental payments for such space of approximately $26.4 million (ranging from approximately $1.1 million for the first year following the rent commencement date to approximately $2.2 million, on an annualized basis, in the last year of the lease). We will also be required to pay our proportionate share of any increased taxes attributed to the premises. Such property is utilized by each of the Company’s reporting segments other than the international segment. In January of 2020, the Company entered into sublease arrangements for approximately 25% of the space through the end of the lease term.

Item 3. Legal Proceedings

For information on Company legal proceedings, see Note 11 to our Consolidated Financial Statements included in Part II, Item 8, of this Annual Report on Form 10-K.

Item 4. Mine Safety Disclosures

Not applicable.

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PART II

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

The Company’s common stock, $0.001 par value per share, its only class of common equity, is quoted on NASDAQ, under the symbol “ICON”.

As of March 17, 2021, there were 814 holders of record of the Company’s common stock.

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

The information regarding equity compensation plans is incorporated by reference to Item 12 of this Form 10-K, which incorporates by reference the information set forth in the Company’s Definitive Proxy Statement in connection with the annual meeting of stockholders to be held in 2021.

Item 6. Selected Financial Data

Not applicable.

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

This Annual Report on Form 10-K, including this Item 7, includes “forward-looking statements” based on our current expectations, assumptions, estimates and projections about our business and our industry. These statements include those relating to future events, performance and/or achievements, and include those relating to, among other things, our future revenues, expenses and profitability, the future development and expected growth of our business, our projected capital expenditures, future outcomes of litigation and/or regulatory proceedings, competition, expectations regarding the retail sales environment, continued market acceptance of our current brands and our ability to market and license brands we acquire, our indebtedness, the ability of our current licensees to continue executing their business plans with respect to their product lines and the ability to pay contractually obligated royalties, the impact of the novel coronavirus on global production, manufacturing and sales, and our ability to continue sourcing licensees that can design, distribute, manufacture and sell their own product lines.

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

Words such as “may,” “should,” “will,” “could,” “estimate,” “predict,” “potential,” “continue,” “anticipate,” “believe,” “plan,” “expect,” “future” and “intend” or the negative of these terms or other comparable expressions are intended to identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

Overview

We are a brand management company and owner of a diversified portfolio of approximately 30 global consumer brands across our operating segments: women’s, men’s, home, and international. Our business strategy is to maximize the value of our 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 December 31, 2020, our brand portfolio includes Candie’s ^®, Bongo ^® , Joe Boxer ^®, Rampage ^® , Mudd ^®, London Fog ^®, Mossimo ^®, Ocean Pacific/OP ^®, Danskin/Danskin Now ^®, Rocawear ^®, Cannon ^®, Royal Velvet ^®, Fieldcrest ^®, Charisma ^®, Starter ^®, Waverly ^®, Ecko Unltd ^®  /Mark Ecko Cut & Sew ^®, Zoo York ^®, Umbro ^®, Lee Cooper ^®, and Artful Dodger ^®; and interests in Material Girl ^®, Ed Hardy ^®, Truth or Dare ^®, Modern Amusement ^®, Buffalo ^®, Hydraulic ^®, and PONY ^®.

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

Globally, we have over 60 DTR licenses and more than 450 total licenses. Licensees are selected based upon our 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 we generally require for each brand. This licensing strategy is designed to permit us to operate our licensing business and leverage our core competencies of marketing and brand management with minimal working capital. The majority of our licensing agreements include minimum guaranteed royalty revenue which provides us with greater visibility into future cash flows. As of January 1, 2021, we had approximately $381 million of aggregate guaranteed royalty revenue over the terms of our existing contracts excluding renewals.

Our Candie’s and Mudd exclusive DTR license agreements at Kohl’s expired under its terms in January 2021. Our Material Girl license with Macy’s expired on January 31, 2020. Our Royal Velvet license agreement with JC Penney expired in January 2019. We have DTR agreements under various terms with Amazon for Starter and at Costco for the Charisma brands. We are actively seeking to place Candie’s, Mudd, Bongo, OP, Danskin, Mossimo and Material Girl with new or existing licensees. At this time, we are uncertain how the terms and conditions of any potential replacement licensing arrangements could affect our future revenues and cash flows.

We identify our operating segments according to how business activities are managed and evaluated. We have four distinct reportable operating segments: women’s, men’s, home, and international. The four reportable operating segments represent our

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activities for which separate financial information is available and which is utilized on a regular basis by the Chief Executive Officer in deciding how to allocate resources and in assessing performance.  Since we do not track, manage and analyze our assets by segments, no disclosure of segmented assets is reported.

Our segments consist of the following:

• Women’s segment – consists of our women’s brands in the United States.

• Men’s segment – consists of our men’s brands in the United States.

• Home segment – consists of our home brands in the United States.

• International segment – consists of our men’s, women’s and home brands in international markets.

Items not allocated to any segment are allocated to the Corporate level.  Corporate, for segment reporting purposes, includes compensation, benefits and occupancy costs for corporate employees as well as other corporate-related expenses such as: audit, legal, and information technology used in managing our business.

Our Chief Executive Officer has been identified as the Chief Operating Decision Maker.  Our measures of segment profitability are licensing revenue and operating income.  Refer to Note 17 in Notes to Consolidated Financial Statements for further details.  The accounting policies of our reportable operating segments are the same as those described in Note 1 – to the Consolidated Financial Statements.

We have disclosed these reportable segments for the periods shown below.

(in 000’s)	FY 2020		FY 2019
Licensing revenue by segment:
Women’s	$	25,248	$	37,491
Men’s		22,737		36,793
Home		16,194		14,753
International		44,397		59,947
	$	108,576	$	148,984
Operating income (loss):
Women’s	$	3,652	$	(961	)
Men’s		10,103		24,878
Home		9,486		(4,932	)
International		20,621		23,487
Corporate		23,739		(74,004	)
	$	67,601	$	(31,532	)

Highlights of FY 2020

• Total revenue of $108.6 million, a 27% decline from prior year.

• Improved cost structure of business during the year, decreasing SG&A cost 30% Year-over-year.

• Signed 190 new license agreements and renewals during 2020, for aggregate guaranteed minimum royalties of approximately $134 million through the life of the agreements.

COVID-19 Pandemic

The spread of the novel coronavirus or COVID-19 (“COVID-19”) during the first quarter of 2020 and its continued spread throughout the year to date has caused an economic downturn on a global scale, as well as significant volatility in the financial markets. In March 2020, the World Health Organization declared COVID-19 a pandemic. The COVID-19 pandemic is an ongoing phenomenon with uncertain scale and has had severe global macroeconomic and financial market impacts. and had a material adverse effect on our results of operations and liquidity. Continued material disruptions on discretionary spending and consumer demand could further negatively affect our licenses and impact our financial position, results of operations and cash flows. Certain of our licensees have been and may continue to be adversely impacted by the pandemic due to manufacturing facility closures, store closures, impacts to their distribution networks and a general decrease in customer traffic. We have, in many cases, suspended or deferred capital expenditures. We continue to take steps to increase available cash on hand including, but not limited to, targeted reductions in

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discretionary operating expenses, and our completed and contemplated sales of certain of our brands, such as the Umbro China sale.We have also taking certain precautions to provide a safe work environment for our employees. We continue to evaluate further actions that we determine are in the best interests of ouremployees or as required by federal, state, or local authorities.

Results of Operations

FY 2020 Compared to FY 2019

Licensing Revenue. Total licensing revenue for FY 2020 was $108.6 million, a 27% decrease as compared to $149.0 million for FY 2019. The women’s segment decreased 33% from $37.5 million in FY 2019 to $25.3 million in FY 2020 mainly due to a decrease in our Joe Boxer, London Fog, Mudd and Rampage brands which were all adversely impacted the COVID-19 pandemic, partly offset by an increase in our Danskin brand. The men’s segment decreased 38% from $36.8 million in FY 2019 to $22.7 million in FY 2020 mainly due to decreases in our Buffalo and Umbro brands. The home segment increased 10% from $14.8 million in FY 2019 to $16.2 million in FY 2020 mainly due to an increase in licensing revenue for our Charisma and Cannon brands, partly offset by a decrease in our Fieldcrest brand as the brand transitions from our historical DTR relationship. The international segment decreased 26% from $59.9 million in FY 2019 to $44.4 million in FY 2020 mainly due to decreases in Latin America and Europe.

Selling, General and Administrative Expenses. Total selling, general and administrative expenses (“SG&A”) was $59.4 million for FY 2020 as compared to $84.7 million for the FY 2019, a decrease of $25.3 million or 30%, primarily due to decreases in advertising expense, compensation costs and professional fees. SG&A in FY 2019 included a $5.5 million charge related to a settlement with the SEC. SG&A from the women’s segment decreased from $4.1 million in FY 2019 to $2.0 million in FY 2020 mostly due to lower advertising costs. SG&A from the men’s segment decreased 32% from $11.0 million in FY 2019 to $7.4 million in FY 2020 primarily due to a decrease in advertising expense. SG&A from the home segment decreased from $1.9 million in FY 2019 to $1.6 million in FY 2020. SG&A from the international segment decreased 28% from $23.6 million in FY 2019 to $17.1 million in FY 2020 mainly due to a decrease in adverting expense. Corporate SG&A decreased 29% from $44.2 million in FY 2019 to $31.3 million in FY 2020, primarily due to decreases in compensation costs, and professional fees as FY 2019 included a $5.5 million charge related to the agreement to settle the SEC investigation.

Depreciation and Amortization. Depreciation and amortization was $1.2 million for FY 2020, compared to $1.8 million in FY 2019, a decrease of $0.6 million or 34%.  

Equity Earnings (loss) on Joint Ventures. Equity Earnings on Joint Ventures was a loss of $1.4 million in FY 2020, as compared to $0.0 million in FY 2019. FY 2020 included trademark impairment charges of $1.0 million from our investment in South East Asia. FY 2019 included asset impairments in our Material Girl and Southeast Asia joint ventures of $3.6 million.

Gain on Sale of Trademarks and Investment. Gain on Sale of Trademarks and Investment of $75.7 million reflect the $59.6 million gain on the sale of 100% of our equity interest in Umbro China Ltd., $14.5 million gain on sale of 100% of our equity interest in Starter China Ltd., and the $1.6 million gain on the Sale of a 10% equity interest in Danskin China Ltd. during FY 2020 as compared to no such gain for FY 2019.

Trademark, Investment & Asset Impairment.  Trademark, Investment & Asset impairment loss for FY 2020 was $54.7 million as compared to $94.0 million in FY 2019.  The Trademark impairment charge for FY 2020 of $35.1 million was primarily based on the impact of COVID-19 pandemic on current and estimated future cash flows and their impact on the fair values primarily of the Rampage, Joe Boxer, Candies, Mudd, OP, Pony, Waverly, Fieldcrest, Cannon and Umbro indefinite-lived trademarks and investments. Investment impairment was $19.6 million in FY2020 and resulted from a decline in the fair value of our Ecko Mark/Ecko joint venture in China and of our equity interest in our Candies joint venture in China, which has been negatively impacted by the effects of COVID-19 in that market. The charge for FY 2019 was comprised of Trademark impairments of $65.6 million primarily for our Fieldcrest, Joe Boxer and Mudd brands, investment impairments of $17.0 million to our investment in Marcy Media Holdings, LLC based on the estimated value that would be realized on the disposal of our equity interest, a $9.6 million (inclusive of $2.6 million of advances made to the entity) related to our investment in MG Icon and an asset impairment of $1.8 million related to the downsizing our New York office space.

Operating Income (Loss). Total operating income for FY 2020 was $67.6 million as compared to a loss of $31.5 million in FY 2019. Excluding the trademark, asset and investment impairment, and gain on sale of trademarks and investment, operating income in FY 2020 was $46.6 million, or 43% of revenue, as compared to income of $62.4 million, or 42% of revenue, in FY 2019. Operating income from the women’s segment was $3.7 million in FY 2020 as compared to a loss of $1.0 million in FY 2019. Excluding trademark impairment, women’s operating income in FY 2020 was $23.3 million as compared of $34.3 million in FY 2019. Operating income from the men’s segment was $10.1 million in FY 2020 as compared to $24.9 million in FY 2019. Excluding trademark

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impairment, men’s operating income in FY 2020 was $15.3 million as compared to $25.8 million in FY 2019.Operating income from the home segment was $9.5 million in FY 2020 as compared to a loss of $4.9 million in FY 2019. Excluding trademark impairment, home operating income was $14.6 million in FY 2020 as compared to $12.9 million in FY 2019. Operating income from the international segment was $20.6 million in FY 2020 as compared to $23.5 million in FY 2019. Excluding trademark impairment, international operating income was $25.7 million in FY 2020 as compared to $35.1 million in FY 2019. Corporate operating income was $23.7 million in FY 2020 as compared to a loss of $74.0 million in FY 2019. Excluding investment impairment, asset impairments, gain on sale of investments andgain on sale of trademarks, corporate operating loss was$32.3 million in FY 2020 as compared to a loss of $45.6 million in FY 2019.

Other Expenses (income)- Net. Other expenses (income)- net was $72.8 million for FY 2020 as compared to of $62.7 million for FY 2019, an increase in expense of $10.1 million. The increase was primarily related to a $10.8 million increase in interest expense, due to the step up in interest rates on the securitization notes beginning in FY 2020.

Provision for Income Taxes. The effective tax rate in FY 2020 was 42.6% resulting in a $2.2 million tax benefit as compared to FY 2019 which had a tax rate of -6.0% resulting in a $5.7 million tax provision.  The decrease in tax expense is a result of the CARES Act.

Net loss. Our net loss was approximately $3.0 million for FY 2020, compared to net loss of approximately $99.9 million for FY 2019, as a result of the factors discussed above.

Liquidity and Capital Resources

Liquidity

Historically, our principal capital requirements have been to fund acquisitions, working capital needs, share repurchases and, to a lesser extent, capital expenditures. Our principal capital requirements are to refinance or extinguish existing indebtedness and working capital needs. 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. We rely on asset sales and issuance of indebtedness to refinance existing indebtedness. At December 31, 2020 and December 31, 2019, our cash totaled $49.8 million and $55.5 million, respectively, not including short-term restricted cash of $9.4 million and $15.9 million, respectively. Our short-term restricted cash primarily consists of collection and investment accounts related to our Securitization Notes (as defined below). In addition, as of December 31, 2020, approximately $15.0 million, or 25%, of our total cash (including restricted cash) was held in foreign subsidiaries. During the second fiscal quarter of 2018, we elected to treat our Luxembourg top tier subsidiary (“Luxco”) as a disregarded entity for US tax purposes. As such, all foreign operations under LuxCo are treated as a branch for US tax purposes and subject to US taxation.

Our Securitization Notes include a financial test, known as the debt service coverage ratio (“DSCR”) that measures the amount of principal and interest required to be paid to Co-issuers’ debt to approximate cash flow available to pay such principal and interest. As a result of the decline in royalty collections during the twelve months ended March 31, 2019 the DSCR fell below 1.10x as of March 31, 2019. Beginning April 1, 2019, the Senior Secured Notes experienced a Rapid Amortization event pursuant to the Securitization Notes Indenture. Upon a Rapid Amortization Event, any residual amounts available will immediately be used to pay down principal. We will continue to receive our management fee from the Securitization Note and we do not believe the loss of our residual, if any, will have a significant impact on our operations. The legal final maturity date of the Securitization Notes is in January of 2043. As we did not repay or refinance the Securitization Notes prior to the anticipated repayment date, in January 2020 additional interest accrues on amounts outstanding under the Securitization Notes. This additional interest is not required to be paid until 2043 and does not compound annually. Also, beginning January 2020, we are no longer required to make previously designated contractual principal payments. Future principal payments will be formulaically based on a percentage of receipts of royalty revenue. In July 2020, we closed the Umbro China Sale and received approximately $59.6 million in net proceeds. In August 2020, we repaid approximately $44.7 million under our Senior Secured Term Loan with proceeds from the Umbro China Sale. In September 2020, we closed the Starter China Sale and received approximately $15.6 million in net proceeds. In October 2020, we repaid approximately $11.7 million under our Senior Secured Term Loan with proceeds from the Starter China Sale. In December 2020, The Company entered into an agreement to sell all of its interests in Lee Cooper China for consideration of $16.0 million. The Lee Cooper sale was completed on March 23, 2021.

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

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Changes in Working Capital

At December 31, 2020 and December 31, 2019, the working capital ratio (current assets to current liabilities) was 1.49 to 1 and 1.03 to 1, respectively.

Operating Activities

Net cash provided by operating activities decreased approximately $9.9 million, from $30.3 million in FY 2019 to $20.4 million in FY 2020 primarily due to a decrease in revenues from $149.0 million in FY 2019 to $108.6 in FY 2020, and a decrease in accounts payable and accrued expenses.

Investing Activities

Net cash provided by investing activities increased approximately $65.1 million, from cash provided by investing activities of $12.1 million in FY 2019 as compared to cash provided by investing activities of $77.1 million in FY 2020. The difference between both periods is primarily due to the sale of the Umbro China and Starter China trademarks in FY 2020.

Financing Activities

Net cash used in financing activities increased approximately $56.5 million, from cash used in financing activities of $53.8 million in FY 2019 to cash used in financing activities of $110.3 million in FY 2020.  The increase in cash used in financing activities is primarily due to an increase in payments of long-term debt in FY 2020. The FY2020 increase is due to increased repayments on the Senior Secured Term Loan due to asset sales discussed above, partly offset by reduced repayments on the Senior Secured Notes discussed above.

Obligations and commitments

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.

Simultaneously with the issuance of the 2012 Senior Secured Notes, the Co-Issuers also entered into a revolving financing facility of Series 2012-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”), which allowed for the funding of up to $100 million of Variable Funding Notes and certain other credit instruments, including letters of credit. The Variable Funding Notes allowed for drawings on a revolving basis. Drawings and certain additional terms related to the Variable Funding Notes are governed by the Class A-1 Note Purchase Agreement dated November 29, 2012 (the “Variable Funding Note Purchase Agreement”), among the Co-Issuers, Iconix, as manager, certain conduit investors, financial institutions and funding agents, and Barclays Bank PLC, as provider of letters of credit, as swingline lender and as administrative agent.  The Variable Funding Notes are governed, in part, by the Variable Funding Note Purchase Agreement and by certain generally applicable terms contained in the Securitization Notes Indenture. Interest on the Variable Funding Notes is payable at per annum rates equal to the CP Rate, Base Rate or Eurodollar Rate, each as defined in the Variable Funding Note Purchase Agreement.  In February 2015, we fully drew down the $100.0 million of available funding under the Variable Funding Notes, which remains outstanding as of December 31, 2020.

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

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

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

In July 2017, in connection with the sale of the businesses underlying the Company’s previous entertainment segment, the Company made a mandatory principal prepayment on its Senior Secured Notes of $152.2 million.

On August 18, 2017, we entered into an amendment to the Securitization Notes Supplemental Indenture to, among other things, (i) extend the anticipated repayment date for the Variable Funding Notes from January 2018 to January 2020, (ii) decrease the L/C

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Commitment and the Swingline Commitment (as such terms are defined in the amendment) available under the Variable Funding Notes to $0 as of the closing date, (iii) replace Barclays Bank PLC with Guggenheim Securities Credit Partners, LLC, as provider of letters of credit, as swingline lender and as administrative agent under the purchase agreement and (iv) provide that, upon the disposition of intellectual property assets by the Co-Issuers as permitted by the Securitization Notes Base Indenture, (x) the holders of the Variable Funding Notes will receive a mandatory prepayment, pro rata based on the amount of Variable Funding Notes held by such holder, and (y) the maximum commitment will be permanently reduced by the amount of the mandatory prepayment.

While the Securitization Notes are outstanding, payments of interest are required to be made on the 2012 Senior Secured Notes and the 2013 Senior Secured Notes, in each case, on a quarterly basis.

The legal final maturity date of the Securitization Notes is in January of 2043. As we have not repaid or refinanced the Securitization Notes prior to January 2020 (the “anticipated repayment date”), and as a result, during FY2020, additional interest  accrues on amounts outstanding under the Securitization Notes at a rate equal to (A) in respect of Variable Funding Notes 5% per annum, (B) in respect of the 2012 Senior Secured Notes and the 2013 Senior Secured Notes, the greater of (1) 5% per annum and (2) a per annum interest rate equal to the excess, if any, by which the sum of (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the anticipated repayment date of the United States treasury security having a term closest to 10 years plus (y) 5% per annum plus (z) with respect to the 2012 Senior Secured Notes, 3.4% per annum, or with respect to the 2013 Senior Secured Notes, 3.14% per annum, exceeds the original interest rate. Pursuant to the Securitization Notes Indenture, such additional interest is not due to be paid by the Company until January 2043 (the legal maturity date) and does not compound annually.  The Securitization Notes rank pari passu with each other.

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

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

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

The Securitization Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Co-Issuers maintain specified reserve accounts to be used to make required payments in respect of the Securitization Notes, (ii) provisions relating to optional and mandatory prepayments, including mandatory prepayments in the event of a change of control (as defined in the Securitization Notes Supplemental Indentures) and the related payment of specified amounts, including specified make-whole payments in the case of the Senior Secured Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the transfers of the assets pledged as collateral for the Securitization Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. As of December 31, 2020, the Company is in compliance with all covenants under the Securitization Notes.

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

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

The legal final maturity date of the Securitization Notes is in January of 2043. As discussed above, the Company did not repay or refinance the Securitization Notes prior to the anticipated repayment date. Beginning January 2020, the Company is no longer required to make previously designated contractual principal payments. Future principal payments will be formulaically based on a percentage of receipts of royalty revenue.

As of December 31, 2020 and December 31, 2019, the total outstanding principal balance of the Securitization Notes was $417.9 million and $438.1 million, respectively, of which $8.4 million and $42.7 million, respectively is included in the current portion of long-term debt on the consolidated balance sheet. As of December 31, 2020 and December 31, 2019, $8.5 million and $14.9 million, respectively, is included in restricted cash on the consolidated balance sheet and represents short-term restricted cash consisting of collections on behalf of the Securitized Assets, restricted to the payment of principal, interest and other fees on a quarterly basis under the Senior Secured Notes.

Senior Secured Term Loan

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

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

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

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

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

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Amendments to Senior Secured Term Loan

First Amendment

On October 27, 2017, the Company entered into the First Amendment to the Senior Secured Term Loan (the “First Amendment”) pursuant to which, among other things, the remaining escrow balance of approximately $231 million (after taking into account approximately $59.2 million that was used to buy back 1.50% Convertible Notes in open market purchases in the third quarter of 2017) was returned to the lenders. The First Amendment also provided for, among other things, (a) a reduction in the existing $300 million term loan to the then-current term loan balance of approximately $57.8 million, (b) a new senior secured delayed draw term loan facility in the aggregate amount of up to $165.7 million, consisting of (i) a $25 million First Delayed Draw Term Loan (the “First Delayed Draw Term Loan”), and (ii) a $140.7 million Second Delayed Draw Term Loan (the “Second Delayed Draw Term Loan” and, together, with the First Delayed Draw Term Loan, the “Delayed Draw Term Loan Facility”) for the purpose of repaying the 1.50% Convertible Notes; (c) an increase of the Total Leverage Ratio permitted under the Senior Secured Term Loan from 4.50:1.00 to 5.75:1.00; (d) a reduction in the debt service coverage ratio multiplier in the Company’s asset coverage ratio under the Senior Secured Term Loan; (e) an increase in the existing amortization rate from 2 percent per annum to 10 percent per annum commencing July 2019; and (f) amendments to the mandatory prepayment provisions to (i) permit the Company not to prepay borrowings under the Senior Secured Term Loan from the first $100 million of net proceeds resulting from Permitted Capital Raising Transactions (as defined in the Senior Secured Term Loan) effected prior to March 15, 2018, and (ii) eliminate the requirement that the Company pay a Prepayment Premium (as defined in the Senior Secured Term Loan) on any payments or prepayments made prior to December 31, 2018.  Indebtedness issued under the Delayed Draw Term Loan Facility was issued with original issue discount.

As a result of the First Amendment, on October 27, 2017, the Company repaid $231.0 million on the Senior Secured Term Loan which represented $240.7 million of outstanding principal balance. On that date, the Company wrote-off a pro-rata portion of the original issue discount and deferred financing costs of $9.3 million and $5.4 million, respectively, which were both recorded to interest expense on the Company’s consolidated statement of operations for FY 2017. As a result of this transaction, the Company’s outstanding principal balance of the Senior Secured Term Loan was reduced to $57.8 million at that time and the Company recorded a gain on modification of debt of $8.8 million (which is net of $0.8 million of additional deferred financing costs associated with the First Amendment) which has been recorded in interest expense on the Company’s consolidated statement of operations for FY 2017.

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

Second Amendment

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

Third Amendment

On February 12, 2018, the Company, through IBG Borrower, entered into the Third Amendment to the Senior Secured Term Loan. The Third Amendment provides for, among other things, amendments to certain restrictive covenants and other terms set forth in the Senior Secured Term Loan, as amended, to permit (i) IBG Borrower to enter into the 5.75% Notes Indenture (as defined below) and a related intercreditor agreement that was executed and (ii) the Note Exchange (as defined below).

Fourth Amendment

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

The Senior Secured Term Loan, as amended, contains customary negative covenants and events of default. The Senior Secured Term Loan limits the ability of IBG Borrower, the Company and the other Guarantors, with respect to themselves, their subsidiaries

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and certain joint ventures, from, among other things, incurring and prepaying certain indebtedness, granting liens on certain assets,consummating certain types of acquisitions, making fundamental changes (including mergers and consolidations), engaging insubstantially different lines of business than those in which they are currently engaged, making restricted payments and amending orterminating certain licenses scheduled in the Senior Secured Term Loan. Such restrictions, failure to comply with which may result inan event of default under the terms of the Senior Secured Term Loan, are subject to certain customary and specifically negotiatedexceptions, as set forth in the Senior Secured Term Loan.

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

Fifth Amendment

On March 30, 2020, the Company entered into the fifth amendment and waiver to the Senior Secured Term Loan (the “Fifth Amendment”). The Fifth Amendment, among other things, (i) waived an event of default under the Senior Secured Term Loan due to the Company’s receipt of a going concern qualified audit opinion for FY 2019 and (ii) modified the asset sale prepayment obligation to obligate the Company to pay 75% of the net proceeds from one or more asset sales in any fiscal year to the extent the aggregate amount of asset sale net proceeds exceed $5.0 million.

As a result of the Umbro China Sale and the Starter China Sale, the Company made principal repayments of $44.7 million and $11.7 million on the Senior Secured Term Loan in the third and fourth quarter of 2020, respectively. As of December 31, 2020 and December 31, 2019, the outstanding principal balance of the Senior Secured Term Loan was $94.4 million (which is net of $5.1 million of original issue discount) and $162.4 million (which is net of $13.2 million of original issue discount), respectively, of which $31.0 million and $19.3 million is recorded in current portion of long-term debt on the Company’s consolidated balance sheet, respectively.

5.75% Convertible Notes

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

The 5.75% Convertible Notes mature on August 15, 2023.  Interest on the 5.75% Convertible Notes may be paid in cash, shares of the Company’s common stock, or a combination of both, at the Company’s election. If the Company elects to pay all or a portion of an interest payment in shares of common stock, the number of shares of common stock payable will be equal to the applicable interest payment divided by the average of the 10 individual volume-weighted average prices for the 10-trading day period ending on and including the trading day immediately preceding the relevant interest payment date.

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

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

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

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

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

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

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

During FY2020, noteholders did not convert any of the aggregate outstanding principal balance of their 5.75% Convertible Notes into shares of the Company’s common stock.  

The Company has elected to account for the 5.75% Convertible Notes based on the Fair Value Option accounting as outlined in ASC 825.  Refer to Note 7 of the Notes to the Consolidated Financial Statements for further details. As of December 31, 2020, while the debt balance recorded at fair value on the Company’s consolidated balance sheet was $50.9 million, the actual outstanding principal balance of the 5.75% Convertible Notes is $94.4 million.

Other Factors

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

We market and license our brands outside the United States and many of our licensees are located, and joint ventures operate, outside the United States. As a key component of our business strategy, we intend to expand our international sales, including, without limitation, through joint ventures. Tariffs, trade protection measures, import or export licensing requirements, trade embargoes, sanctions and other trade barriers; less effective and less predictable protection and enforcement of intellectual property; changes in the political or economic condition of a specific country or region; fluctuations in the value of foreign currency versus the U.S. dollar and the cost of currency exchange; and potentially adverse tax consequences, and other factors noted in “Risk Factors,” could adversely affect our licensees’ and International Joint Ventures future operating results.

Effects of Inflation

We do not believe that the relatively moderate rates of inflation experienced over the past few years in the United States, where we primarily compete, have had a significant effect on revenues or profitability. If there was an adverse change in the rate of inflation by less than 10%, the expected effect on net income would be immaterial.

New Accounting Standards

Refer to Note 1 in the Notes to the Consolidated Financial Statements for new accounting standards.

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Critical Accounting Policies and Estimates

The preparation of our consolidated financial statements in conformity with GAAP requires management to exercise its judgment. We exercise considerable judgment with respect to establishing sound accounting policies and in making estimates and assumptions that affect the reported amounts of our assets and liabilities, our recognition of revenues and expenses, and disclosure of commitments and contingencies at the date of the financial statements. On an on-going basis, we evaluate our estimates and judgments. We base our estimates and judgments on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. While we believe that the factors, we evaluate provide us with a meaningful basis for establishing and applying sound accounting policies, we cannot guarantee that the results will always be accurate. Since the determination of these estimates requires the exercise of judgment, actual results could differ from such estimates.

Our significant accounting policies are more fully described in Note 1 to our consolidated financial statements. We believe, however, the following critical accounting policies, among others, affect our more significant judgments and estimates used in the preparation of our consolidated financial statements.

Revenue Recognition

We have entered into various trade name license agreements that provide revenues based on minimum royalties and advertising/marketing fees and additional revenues based on a percentage of defined sales. Minimum royalty and advertising/marketing revenue is recognized on a straight-line basis over the entire contract term and royalties exceeding the defined minimum amounts are recognized only in the subsequent periods to when the minimum guarantee for the contract year has been achieved and when the later of the following events occur: (i) the subsequent sale occurs, or (ii) the performance obligation to which some or all of the sales-based royalty has been allocated has been satisfied (or partially satisfied).

Gains on sale of trademarks

We sell a brand’s territories and/or categories through joint venture transactions which are an ongoing part of our business. Since our goal is to maximize the value of the IP, we evaluate sale opportunities by comparing whether the offer is more valuable than the current and potential revenue stream in our traditional licensing model. Further, as part of our evaluation process, we will also look at whether or not the buyer’s future development of the brand could help expand the brands global recognition and revenue. We consider, among others, the following guidance in determining the appropriate accounting and gains recognized from the initial sale of our brands/trademarks to our joint ventures: ASC 323, Investments—Equity Method and Joint Venture, ASC 605 and ASC 606, Revenue Recognition, ASC 810, Consolidations, and ASC 845, Nonmonetary Transactions - Exchanges Involving Monetary Consideration.

Allowance for doubtful accounts

We evaluate our allowance for doubtful accounts and estimate collectability of accounts receivable based on our analysis of historical bad debt experience in conjunction with our assessment of the financial condition of individual licensees with which we do business. In times of domestic or global economic turmoil, our estimates and judgments with respect to the collectability of our receivables are subject to greater uncertainty than in more stable periods.

Impairment of Long-Lived Assets and Intangibles

Long-lived assets, representing predominantly trademarks related to our brands, are reviewed for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Indefinite lived intangible assets are tested for impairment on an annual basis (October 1 for the Company) and between annual tests if an event occurs or circumstances change that indicate that the carrying amount of the indefinite lived intangible asset may not be recoverable. When conducting its annual indefinite lived intangible asset impairment assessment, we initially perform a qualitative evaluation of whether it is more likely than not that the asset is impaired. If it is determined by a qualitative evaluation that it is more likely than not that the asset is impaired, we then test the asset for recoverability. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the fair value of the assets.

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Assumptions used in our fair value estimates are as follow: (i) discount rates; (ii) royalty rates; (iii) projected average revenue growth rates; (iv) contractually guaranteed minimum revenues; and (v) projected long-term growth rates. The testing also factors in economic conditions and expectations of management and may change in the future based on period-specific facts and circumstances. During FY 2020 and FY 2019, we recognized a non-cash impairment charge of $35.0million and $65.6 million, respectively, for indefinite-lived intangibles across all segments.  See Note 3 for further information.  

For the year ended December 31, 2020:

During FY 2020, we recorded $19.6 million of impairment charges to other equity investments primarily related to a decline in fair value of the Company’s investment in its Ecko/Mark Ecko Joint venture in China and the Company’s interest in its Candies China joint venture. During FY 2019, an impairment charge in the amount of $17.0 million based on the estimated value that would be realized on the disposition of our equity interest in Marcy Media Holdings, LLC, an impairment charge in the amount $9.6 million (inclusive of $2.6 million of advances made to the entity) related to our investment in MG Icon, which owns the Material Girl trademark, and an impairment charge of $1.8 million related to the consolidation and partial sublease of our New York office space.

During FY 2020, we tested our indefinite lived intangible assets for recoverability as discussed above, the evaluations resulted in in the following impairment charges:

Operating Segment	Brand / Trademark	Territory	Amount
Women’s	Rampage	US	$	7,765
Women’s	Joe Boxer	US		4,605
Women’s	Candies	US		4,702
Women’s	Mudd	US		1,430
Women’s	OP	US		959
Men's	Pony	US		4,694
Home	Waverly	US		1,783
Home	Royal Velvet	US		838
Home	Cannon	US		1,953
International	Umbro	International		1,070
Other	various	various		5,254
Total			$	35,053

Overall, the impairment charges were primarily as a result of management’s revisions to our forecasts to reflect lower revenue and operating margin expectations for the Company. The decrease in financial projections is primarily due to continued declines and strategic repositioning of proprietary brands in the retail industry, accompanied by the closing of traditional brick and mortar stores and continued online disruption and competition in the target market. Several of our historical DTR partners (e.g., Target, Kmart/Sears) have been affected by this decline which has resulted in the non-renewal of license agreements or increased pressures to reduce the economics (e.g., royalty rates, guaranteed minimum royalties) of new and existing licenseagreements.

On an individual brand level, the impairment charges noted above arose out of lower forecasted revenue. The primary factors for the lower forecasts for each of the brands noted above are set forth below:

• Rampage – Wholesale license arrangements have underperformed expectations primarily based on the impact of the COVID-19 pandemic including a contract termination.

• Joe Boxer – Kmart/Sears’ store closures and the subsequent termination of the arrangement in FY 2020 significantly reduced cashflows related to the non-exclusive arrangement.

• Candies – Our exclusive DTR arrangement with Kohl’s expired in January of 2021.

• Mudd – Our exclusive DTR arrangement with Kohl’s expired in January of 2021.

• Op – Wholesale license arrangements have underperformed expectations primarily based on the impact of the COVID-19 pandemic.

• Pony – Wholesale license arrangements have underperformed expectations primarily based on the impact of the COVID-19 pandemic.

• Waverly – Wholesale license arrangements have underperformed expectations primarily based on the impact of the COVID-19 pandemic.

• Royal Velvet – Wholesale license arrangements have underperformed expectations primarily based on the impact of the COVID-19 pandemic.

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• Cannon–Wholesale license arrangements have underperformed expectations primarily based on the impact of the COVID-19 pandemic.

• Umbro – Primarily related to the impacts of the COVID-19 global pandemic on the international retail environment.

For the year ended December 31, 2019:

During the fourth quarter of FY 2019, we tested our indefinite-lived intangible assets for recoverability as discussed above, the evaluations resulted in the following trademark impairment charges:

Operating Segment	Brand / Trademark	Territory	Amount
Women’s	Mudd	US	$	10,322
Women’s	Joe Boxer	US		11,768
Women’s	OP	US		4,903
Women’s	Mossimo	US		3,074
Women’s	Bongo	US		2,186
Women’s	Rampage	US		1,956
Home	Fieldcrest	US		13,026
Home	Royal Velvet	US		4,763
International	Umbro	International		6,469
Other	various	various		7,120
Total			$	65,587

Overall, the impairment charges were primarily as a result of management’s revisions to our forecasts to reflect lower revenue and operating margin expectations for the Company. The decrease in financial projections is primarily due to continued declines and strategic repositioning of proprietary brands in the retail industry, accompanied by the closing of traditional brick and mortar stores and continued online disruption and competition in the target market. Several of our key DTR partners (e.g., Kohl’s, Kmart/Sears) have been affected by this decline which has resulted in the non-renewal of license agreements or increased pressures to reduce the economics (e.g., royalty rates, guaranteed minimum royalties) of new and existing licenseagreements.

On an individual brand level, the impairment charges noted above arose out of lower forecasted revenue. The primary factors for the lower forecasts for each of the brands noted above are set forth below:

• Mudd – Our exclusive DTR with Kohl’s was scheduled to expire in January 2021.

• Joe Boxer – Kmart/Sears’ bankruptcy filing in the fourth quarter of FY 2018 allowed Kmart/Sears to reject the existing Joe Boxer license agreement. In February 2019, we entered a non-exclusive arrangement with Kmart/Sears and our forecasts reflect potentially lower short-term earnings as we diversify away from the exclusive DTR format.

• Op – Wholesale license arrangements have underperformed expectations.

• Mossimo – Reflects the decline in cash flows for the brand.

• Bongo – Reflects the decline in cash flows for the brand.

• Rampage – Wholesale license arrangements have underperformed expectations.

• Fieldcrest – Our exclusive DTR with Target expired in January 2020. Our current forecasts reflect the expected time frame for the repositioning of the brand with its new wholesale licensee.

• Royal Velvet – Our exclusive DTR with JC Penney expired in 2019. Our current forecasts reflect the expected time frame for business development with its new licensee.

• Umbro – Primarily related to our termination of our joint venture partner in China.

We will continue to monitor impairment indicators and financial results in future periods. If current or expected cash flows change or if the market value of our stock decreases, there may be additional impairment charges. Impairment charges could be based on factors such as our forecasted cash flows, assumptions used, or other variables.

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Goodwill

Goodwill is tested for impairment at the reporting unit level (we have four operating segments: women’s, men’s, home, and international) on an annual basis (in our fourth fiscal quarter) and between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of a reporting unit below its carrying value. We consider our market capitalization and the carrying value of our assets and liabilities, including goodwill, when performing our goodwill impairment test. When conducting our annual goodwill impairment assessment, we initially perform a qualitative evaluation of whether it is more likely than not that goodwill is impaired. If it is determined by a qualitative evaluation that it is more likely than not that goodwill is impaired, we then apply a two-step impairment test. The two-step impairment test first compares the fair value of our reporting unit to its carrying or book value. If the fair value of the reporting unit exceeds its carrying value, goodwill is not impaired, and we are not required to perform further testing. If the carrying value of the reporting unit exceeds its fair value, we determine the implied fair value of the reporting unit’s goodwill and if the carrying value of the reporting unit’s goodwill exceeds its implied fair value, then an impairment loss equal to the difference is recorded in the consolidated statement of operations. No goodwill impairment was recognized during FY 2020 and FY 2019. See Note 1 Notes to Consolidated Financial Statements for further detail.  

Variable Interest Entities

In accordance with the variable interest entities (“VIE”) sub-section of ASC 810, Consolidation, we perform a formal assessment at each reporting period regarding whether the Company is considered the primary beneficiary of a VIE based on the power to direct activities that most significantly impact the economic performance of the entity and the obligation to absorb losses or rights to receive benefits that could be significant to the VIE.

Business combinations

We allocate the purchase price of acquired companies to the tangible and intangible assets acquired, and liabilities assumed based on their estimated fair values. Such a valuation requires management to make significant estimates and assumptions, especially with respect to intangible assets. The results of operations for each acquisition are included in our financial statements from the date of acquisition.

We account for business acquisitions as purchase business combinations in accordance with ASC 805, Business Combinations (“ASC 805”). The fundamental requirement of ASC 805 is that the acquisition method of accounting be used for all business combinations.

Management estimates fair value based on assumptions believed to be reasonable. These estimates are based on historical experience and information obtained from the management of the acquired companies. Critical estimates in valuing certain intangible assets include but are not limited to: future expected cash flows; acquired developed technologies and patents; the acquired company’s brand awareness and market position, as well as assumptions about the period of time the acquired brand will continue to be used in our product portfolio; and discount rates.

Stock-Based Compensation

We account for stock-based compensation under ASC 718, Compensation—Stock Compensation, which requires companies to measure and recognize compensation expense for all stock-based payments at fair value.

Income Taxes

Income taxes are calculated in accordance with ASC Topic 740-10, Income Taxes (“ASC 740-10”), which requires the use of the asset and liability method. Deferred tax assets and liabilities are recognized based on the difference between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using current enacted tax rates in effect in the years in which those temporary differences are expected to reverse. Inherent in the measurement of deferred balances are certain judgments and interpretations of enacted tax law and published guidance with respect to applicability to our operations. The effective tax rate utilized by us reflects management’s judgment of the expected tax liabilities within the various taxing jurisdictions.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, net operating loss carryback potential, and tax planning strategies in making these assessments.

We are continuing our practice of recognizing interest and penalties related to income tax matters in income tax expense.

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Recent Developments

On January 27, 2021, the “Company, received written confirmation from the Nasdaq Office of General Counsel that the Company has regained compliance with The Nasdaq Stock Market’s (“Nasdaq”) market value of publicly held securities rule, and that the Company is in compliance with other applicable listing standards as of the date thereof. The January 27, 2021 letter also confirmed that the Company’s pending hearing before the Nasdaq Hearings Panel has been cancelled and the Company’s common stock will continue to be listed and traded on the Nasdaq Stock Market. The Company had received notice from the Nasdaq on December 28, 2020 that the Company’s common stock would be delisted if Minimum Market Value was not reestablished.

On February 15, 2021, the Company settled its $2.7 million February 2021 interest obligation on its 5.75% Convertible Notes in shares of its common stock by issuing approximately 1.0 million shares.

On March 23, 2021, the Company completed its previously announced sale of Lee Cooper China for net proceeds of $15.8 million. The Lee Cooper China Sale includes the sale of the Lee Cooper brand in the People’s Republic of China, Hong Kong, Taiwan and Macau. In March of 2021, the Company repaid approximately $11.8 million under the Senior Secured Term Loan with the proceeds received from the Lee Cooper China Sale.

In March 2021, the Company amended its operating agreements with GBG for its MENA Ltd, Iconix Europe and Iconix SE Asia Ltd, joint ventures. The amendments changed the timing of the put/call option windows, to a six-month period commencing July 1, 2022. The Company also amended its operating agreement with Pac Brands USA, Inc. for its Iconix Australia joint venture. The amendment changed the timing of the put/call option to any time after December 31, 2022 and before June 1, 2023.

Item 7A. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 8. Financial Statements and Supplementary Data

The financial statements and supplementary data required to be submitted in response to this Item 8 are set forth after Part IV, Item 16 of this report.

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

Not applicable.

Item 9A. Controls and Procedures

Evaluation of Disclosure Controls and Procedures

Our management, with the participation of our principal executive officer and principal financial and accounting officer, evaluated the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this Annual Report on Form 10-K (December 31, 2020).  Based upon that evaluation, our principal executive officer and principal financial and accounting officer have concluded that due to a material weakness in internal control over financial reporting described below, our disclosure controls and procedures were not effective as of December 31, 2020.

The term “disclosure controls and procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, means controls and other procedures of a company that are designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to the company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Control Over Financial Reporting

Refer to Management’s Annual Report on Internal Control over Financial Reporting for changes in internal controls over financial reporting for the year ended December 31, 2020.

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Limitation on Effectiveness of Controls

Management does not expect that our disclosure controls and procedures or our internal control over financial reporting will prevent or detect all error and fraud. Any control system, no matter how well conceived, designed and operated, is based upon certain assumptions and can provide only reasonable, not absolute, assurance that its objectives will be met. Further, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and instances of fraud, if any, within the Company have been detected.

Management’s Annual Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting as defined in Rules 13a-15(f) and 15(d)-15(f) under the Exchange Act. The Company’s internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial and accounting officer, and effected by our board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with US GAAP. Internal control over financial reporting includes those policies and procedures that:

• Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

• Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with US GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorization of management and directors of the Company; and

• Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have a material effect on the financial statements.

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

Our management, under the supervision of our principal executive officer and principal financial and accounting officer, conducted an evaluation of the effectiveness of our internal controls over financial reporting based on the framework in Internal Control – Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on its assessment, management concluded that due to an error in 2020 related to our intangible asset impairment testing and an error in the prior year financial reporting of income taxes, our internal controls over financial reporting were not effective as of December 31, 2020. A material weakness is a deficiency in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis. We have implemented additional controls to address the material weakness related to our intangible asset impairment test which are being evaluated. In addition, we will implement controls to address the material weakness related to the financial reporting of income taxes during the fourth quarter of 2021, which will be tested at year end.

The principal executive officer and principal financial officer also conducted an evaluation of internal control over financial reporting, herein referred to as internal control, to determine whether any changes in internal control occurred during the three months ended December 31, 2020 that may have materially affected, or which are reasonably likely to materially affect internal control.  Based on that evaluation, there have been no other changes in the Company’s internal control during the three months ended December 31, 2020 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control.

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

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

Item 9B. Other Information

None.

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PART III

Item 10. Directors, Executive Officers and Corporate Governance

The information required by this item concerning our directors, executive officers and certain corporate governance matters is incorporated by reference from our definitive proxy statement relating to our Annual Meeting of Stockholders to be held in 2021 (“2021 Definitive Proxy Statement”) to be filed with the SEC.

Code of Business Conduct

We have adopted a written code of business conduct that applies to our officers, directors and employees. Copies of our code of business conduct are available, without charge, upon written request directed to our corporate secretary at Iconix Brand Group, Inc., 1450 Broadway, New York, NY 10018.

Item 11. Executive Compensation

The information required under this item is hereby incorporated by reference to the 2021 Definitive Proxy Statement.

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

The information required under this item is hereby incorporated by reference to the 2021 Definitive Proxy Statement.

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

The information required under this item is hereby incorporated by reference to the 2021 Definitive Proxy Statement.

Item 14. Principal Accounting Fees and Services

The information required under this item is hereby incorporated by reference to the 2021 Definitive Proxy Statement.

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PART IV

Item 15. Exhibits and Financial Statement Schedules

(a) Documents included as part of this Annual Report

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

• Report of Independent Registered Public Accounting Firm

• Consolidated Balance Sheets—December 31, 2020 and December 31, 2019

• Consolidated Statements of Operations for the years ended December 31, 2020 and 2019

• Consolidated Statements of Comprehensive Loss for the years ended December 31, 2020 and 2019

• Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2020 and 2019

• Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019

• Notes to Consolidated Financial Statements

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

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

(b) See Item (a) 3 above.

(c) See Item (a) 2 above.

Item 16. Form 10-K Summary

Not applicable.

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Index to Exhibits

Exhibit Numbers	Description
2.1	Contribution and Sale Agreement dated October 26, 2009 by and among the Company, IP Holder LLC, now known as IP Holdings Unltd LLC, Seth Gerszberg, Suchman LLC, Yakira, L.L.C., Ecko.Complex, LLC, Zoo York LLC and Zoo York THC LLC  (1)  +
2.2	Membership Interest Purchase Agreement dated as of March 9, 2010 by and between the Company and Purim LLC (2) +
2.3	Asset Purchase Agreement dated April 26, 2011 by and among Hardy Way LLC, Nervous Tattoo, Inc. and Audigier Brand Management Group, LLC  (3)  +
2.4	Asset Purchase Agreement dated December 23, 2016 by and among Iconix Brand Group, Inc., 360 Holdings II-A LLC, Icon NY Holdings LLC, Iconix Latin America LLC and Sharper Image Holdings LLC(4)
2.5	Membership Interest Purchase Agreement by and among Iconix Brand Group, Inc., Icon NY Holdings LLC, IBG Borrower LLC, DHX Media Ltd. and DHX SSP Holdings LLC, dated May 9, 2017. (5)
2.6	Membership Interest Purchase Agreement by and among Iconix Brand Group, Inc., IBG Borrower LLC, DHX Media Ltd. and DHX SSP Holdings LLC, dated May 9, 2017. (5)
3.1	Amended and Restated Certificate of Incorporation, as amended (6)
3.2	Restated and Amended By-Laws(7)
4.1	Base Indenture dated November 29, 2012(12)
4.2	Supplemental Indenture Series 2012-1 Supplement dated November 29, 2012(12)
4.3	First Amendment to the Series 2012-1 Supplemental Indenture dated August 18, 2017(54)
4.4	Supplemental Indenture Series 2013-1 Supplement dated as of June 21, 2013(8)
4.5	Indenture, dated as of February 22, 2018, by and among the Company, the Guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee(59)
4.6	Description of Registrant’s Securities Registered Pursuant to Section 12 of the Securities Exchange Act of 1934(10)
10.1	401(K) Savings Plan of the Company(18)
10.2	Lease dated as of November 12, 2007 with respect to the Company’s Executive Offices(24)
10.3	Class A-1 Note Purchase Agreement dated November 29, 2012 by and among Registrant, Co-Issuers, Certain Conduit Investors, Certain Financial Institutions, Certain Funding Agents, Barclays Bank PLC, as L/C Provider, Barclays Bank PLC as Swingline Lender and Barclays Bank PLC, as Administrative Agent (12)
10.4	First Amendment to the Class A-1 Note Purchase Agreement dated August 18, 2017, by and among the Company, the Co-Issuers, Certain Conduit Investors, Certain Financial Institutions, Certain Funding Agents, and Guggenheim Securities Credit Partners, LLC, as L/C Provider, as Swingline Lender and as Administrative Agent.(54)
10.5	Management Agreement dated November 29, 2012 by and among the Co-Issuers, Registrant and Citibank, N.A., as trustee (12)
10.6	Form of RSU Agreement pursuant to the Amended and Restated 2009 Plan (Executive)(36)*
10.7	Form of RSU Agreement pursuant to the Amended and Restated 2009 Plan (Non-Executive)(36)*
10.8	Form of RSU Agreement pursuant to the Amended and Restated 2009 Plan (Non-employee Director)(36)*
10.9	Amended and Restated 2009 Equity Incentive Plan(37)*
10.10	Clawback policy form of Acknowledgement(36)*
10.11	Credit Agreement dated as of March 7, 2016 between IBG Borrower LLC, as the borrower (“IBG Borrower”), the Company and certain of IBG Borrower’s wholly-owned subsidiaries, as guarantors, Cortland Capital Market Services LLC, as administrative agent and collateral agent and the lenders party thereto from time to time, including CF ICX LLC and Fortress Credit Co LLC(44)

45

Exhibit Numbers	Description
10.12	Facility Guaranty dated as of March 7, 2016 between the Company and certain wholly-owned subsidiaries of IBG Borrower LLC, as guarantors and Cortland Capital Market Services LLC, as administrative agent and collateral agent(44)
10.13	Security Agreement dated as of March 7, 2016 between the Company, IBG Borrower LLC and certain of its wholly-owned subsidiaries, as Grantors, and Cortland Capital Market Services LLC, as Collateral Agent (44)
10.14	Executive Incentive Plan(45)*
10.15	Amended and Restated 2016 Omnibus Incentive Plan(50)*
10.16	Executive Severance Plan(51)*
10.17	Credit Agreement, dated as of August 2, 2017, among IBG Borrower LLC, as the borrower, Iconix Brand Group, Inc. and certain of IBG Borrower’s wholly-owned subsidiaries, as guarantors, Cortland Capital Market Services LLC, as administrative agent and collateral agent and the lenders party thereto from time to time, including Deutsche Bank AG, New York Branch. (53)
10.18	Facility Guaranty, dated as of August 2, 2017, among Iconix Brand Group, Inc. and certain wholly-owned subsidiaries of IBG Borrower LLC, as guarantors and Cortland Capital Market Services LLC, as administrative agent and collateral agent. (53)
10.19	Security Agreement, dated as of August 2, 2017, among Iconix Brand Group, Inc., IBG Borrower LLC and certain of its wholly-owned subsidiaries, as Grantors, and Cortland Capital Market Services LLC, as Collateral Agent. (53)
10.20	Limited Waiver and Amendment No. 1 to Credit Agreement, entered into as of October 27, 2017, among IBG Borrower LLC, a Delaware limited liability company, the Guarantors thereunder; each lender from time to time party thereto; and Cortland Capital Market Services LLC, a Delaware limited liability company as Administrative Agent and Collateral Agent.(55)
10.21	Second Amendment, Consent and Limited Waiver to Credit Agreement, entered into as of November 24, 2017, among IBG Borrower LLC, a Delaware limited liability company, the Guarantors thereunder; each lender from time to time party thereto; and Cortland Capital Market Services LLC, a Delaware limited liability company, as Administrative Agent and Collateral Agent.(56)
10.22	Third Amendment, Consent and Limited Waiver to Credit Agreement and Other Loan Documents entered into as of February 12, 2018, among IBG Borrower LLC, a Delaware limited liability company, the Guarantors thereunder; each lender from time to time party thereto; and Cortland Capital Market Services LLC, a Delaware limited liability company, as Administrative Agent and Collateral Agent.(58)
10.23	Indenture, dated as of February 22, 2018, by and among the Company, the Guarantors listed therein and The Bank of New York Mellon Trust Company, N.A., as trustee.(59)
10.24	Fourth Amendment and Consent to Credit Agreement, entered into as of March 12, 2018, among IBG Borrower LLC, a Delaware limited liability company, the Guarantors thereunder; each lender from time to time party thereto; and Cortland Capital Market Services LLC, a Delaware limited liability company, as Administrative Agent and Collateral Agent. (60)
10.25	Employment Agreement entered into October 15, 2018 by and between Iconix Brand Group, Inc. and Robert C. Galvin.(64)
10.26	Intercreditor Agreement dated as of February 22, 2018, by and among the Company and certain of its affiliates, The     Bank of New York Mellon Trust Company, N.A., and Cortland Capital Market Services LLC.(65)
10.27	Employment Agreement entered into January 22, 2019 by and between Iconix Brand Group, Inc. and John T. McClain.(66)
21	Subsidiaries of the Company++
23	Consent of BDO USA, LLP++
31.1	Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act Of 2002++
31.2	Certification of Principal Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002++
32.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002++

46

Exhibit Numbers	Description
32.2	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002++
101.INS	XBRL Instance Document++
101.SCH	XBRL Schema Document++
101.CAL	XBRL Calculation Linkbase Document ++
101.DEF	XBRL Definition Linkbase Document++
101.LAB	XBRL Label Linkbase Document++
101.PRE	XBRL Presentation Linkbase Document++

⁽¹⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated October 30, 2009 and incorporated herein by reference.

⁽²⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated March 9, 2010 and incorporated by reference herein.

⁽³⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated April 26, 2011 and incorporated by reference herein.

⁽⁴⁾ Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2016 and incorporated by reference herein.

⁽⁵⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K/A for the event dated May 9, 2017 and incorporated by reference herein.

⁽⁶⁾ Filed as Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated by reference herein.

⁽⁷⁾ [Intentionally omitted.] Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated August 6, 2012 and incorporated by reference herein.

⁽⁸⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated June 21, 2013 and incorporated by reference herein.

⁽⁹⁾

⁽¹⁰⁾ Filed as Exhibit 4.6 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2019 and incorporated by reference herein.

⁽¹¹⁾ [Intentionally omitted.]

⁽¹²⁾ [Intentionally omitted.]

⁽¹³⁾ [Intentionally omitted.]

⁽¹⁴⁾ [Intentionally omitted.]

⁽¹⁵⁾ [Intentionally omitted.]

⁽¹⁶⁾ [Intentionally omitted.]

⁽¹⁷⁾ [Intentionally omitted.]

⁽¹⁸⁾ Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended January 31, 2003 and incorporated by reference herein.

⁽¹⁹⁾ [Intentionally omitted.]

⁽²⁰⁾ [Intentionally omitted.]

⁽²¹⁾ [Intentionally omitted.]

⁽²²⁾ [Intentionally omitted.]

⁽²³⁾ [Intentionally omitted.]

⁽²⁴⁾ Filed as an exhibit to the Company’s Annual Report on Form 10-K for the period ended December 31, 2007 and incorporated by reference herein.

⁽²⁵⁾ [Intentionally omitted.]

⁽²⁶⁾ [Intentionally omitted.]

⁽²⁷⁾ [Intentionally omitted.]

⁽²⁸⁾ [Intentionally omitted.]

⁽²⁹⁾ [Intentionally omitted.]

⁽³⁰⁾ [Intentionally omitted.]

⁽³¹⁾ [Intentionally omitted.]

⁽³²⁾ [Intentionally omitted.]

⁽³³⁾ [Intentionally omitted.]

⁽³⁴⁾ [Intentionally omitted.]

47

⁽³⁵⁾ [Intentionally omitted.]

⁽³⁶⁾ Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2012 and incorporated by reference herein.

⁽³⁷⁾ Filed as an exhibit to the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2012 and incorporated by reference herein.

⁽³⁸⁾ [Intentionally omitted.]

⁽³⁹⁾ [Intentionally omitted.]

⁽⁴⁰⁾ [Intentionally omitted.]

⁽⁴¹⁾ [Intentionally omitted.]

⁽⁴²⁾ Filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 and incorporated by reference herein.

⁽⁴³⁾ [Intentionally omitted.]

⁽⁴⁴⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated March 7, 2016 and incorporated by reference herein.

⁽⁴⁵⁾ Filed as Annex A to the Company’s Definitive Proxy Statement dated October 23, 2015 as filed on Schedule 14A and incorporated by reference herein.

⁽⁴⁶⁾ [Intentionally omitted.]

⁽⁴⁷⁾ [Intentionally omitted.]

⁽⁴⁸⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated June 10, 2016 and incorporated by reference herein.

⁽⁴⁹⁾ [Intentionally omitted.]

⁽⁵⁰⁾ Filed as Annex A to the Company’s Definitive Proxy Statement dated September 29, 2017 as filed on Schedule 14A and incorporated by reference herein.

⁽⁵¹⁾ [Intentionally omitted.]

⁽⁵²⁾ [Intentionally omitted.]

⁽⁵³⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated August 2, 2017 and incorporated by reference herein.

⁽⁵⁴⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated August 18, 2017 and incorporated by reference herein.

⁽⁵⁵⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated October 27, 2017 and incorporated by reference herein.

⁽⁵⁶⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated November 24, 2017 and incorporated by reference herein.

⁽⁵⁷⁾ [Intentionally omitted.]

⁽⁵⁸⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated February 12, 2018 and incorporated by reference herein.

⁽⁵⁹⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated February 22, 2018 and incorporated by reference herein.

⁽⁶⁰⁾ Filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and incorporated by reference herein.

⁽⁶¹⁾ [Intentionally omitted.]

⁽⁶²⁾ [Intentionally omitted.]

⁽⁶³⁾ [Intentionally omitted.]

⁽⁶⁴⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated October 18, 2018 and incorporated by reference herein.

⁽⁶⁵⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated December 3, 2018 and incorporated by reference herein.

⁽⁶⁶⁾ Filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated January 22, 219 and incorporated by reference herein.

* Denotes management compensation plan or arrangement.

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

++ Filed herewith.

48

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	ICONIX BRAND GROUP, INC.
Date: March 31, 2021	By:	/s/ Robert C. Galvin
		Robert C. Galvin
		President and Chief Executive Officer (Principal Executive Officer)

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

Name	Title	Date
/s/ Robert C. Galvin	Director, President and Chief Executive Officer (Principal Executive Officer)	March 31, 2021
Robert C. Galvin
/s/ John T. McClain	Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	March 31, 2021
John T. McClain
/s/ F. Peter Cuneo	Chairman of the Board of Directors	March 31, 2021
F. Peter Cuneo
/s/ Drew Cohen	Lead Director	March 31, 2021
Drew Cohen
/s/ James A. Marcum	Director	March 31, 2021
James A. Marcum
/s/ Justin Barnes	Director	March 31, 2021
Justin Barnes

49

Annual Report on Form 10-K

Item 8, 15(a)(1) and (2), (c) and (d)

List of Financial Statements and Financial Statement Schedule

Year ended December 31, 2020

Iconix Brand Group, Inc. and Subsidiaries

Form 10-K

Index to Consolidated Financial Statements

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

Report of Independent Registered Public Accounting Firm	51
Consolidated Balance Sheets - December 31, 2020 and 2019	53
Consolidated Statements of Operations for the years ended December 31, 2020 and 2019	54
Consolidated Statements of Comprehensive Loss for the years ended December 31, 2020 and 2019	55
Consolidated Statements of Stockholders’ Deficit for the years ended December 31, 2020 and 2019	56
Consolidated Statements of Cash Flows for the years ended December 31, 2020 and 2019	57
Notes to Consolidated Financial Statements	59

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

50

Report of Independent Registered Public Accounting Firm

Board of Directors and Stockholders

Iconix Brand Group, Inc.

New York, New York

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Iconix Brand Group, Inc. (the “Company”) and subsidiaries as of December 31, 2020 and 2019, the related consolidated statements of operations, comprehensive loss, stockholders’ deficit, and cash flows for each of the two years in the period ended December 31, 2020, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company and subsidiaries at December 31, 2020 and 2019, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2020, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current period audit of the consolidated financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing separate opinions on the critical audit matter or on the accounts or disclosures to which it relates.

Trademark Impairment Assessment

As described in Note 3 to the consolidated financial statements, the trademarks and other intangibles, net balance as of December 31, 2020 was $246.8 million.  The Company performs indefinite-lived intangible asset impairment testing at least annually as of the first day of the fourth quarter, or as deemed necessary due to the identification of a triggering event. The Company identified triggering events at each quarter and recognized a total impairment charge of $35.1 million during the year ended December 31, 2020. The Company tests the indefinite-lived intangible asset utilizing a discounted cash flow method to determine the estimated fair value.

We identified the assessment of the fair value of the Company’s trademarks to be a critical audit matter.  The discount rates and revenue growth rates are subjective measures and changes to these assumptions could have a significant effect on the Company’s assessment of the trademarks’ fair value. Inherent uncertainties existed related to the Company’s revenue growth rates and how various economic and other factors, including the projected impact from the COVID-19 pandemic, could affect the Company’s forecasted assumptions of future cash flows. Auditing these elements involved especially challenging and subjective auditor judgment, including the need for specialized skills and knowledge.

The primary procedures we performed to address this critical audit matter included:

51

• Assessing the Company’s ability to estimate future cash flows, including projected revenues, by comparing the Company’s historical cash flow forecasts by trademark to actual results.

• Evaluating the reasonableness of assumptions used in the Company’s estimate of fair value, including the revenue growth rate, given the inherent uncertainty of the COVID-19 pandemic, by comparing the projections to contractual minimums with licensees as well as business strategies and management’s growth plans.

• Utilizing personnel with specialized knowledge and skill in valuation to assist in assessing the appropriateness of the methodology applied in estimating the fair values of the Company’s tradenames, discount rate used in the Company’s estimate of the fair value, including performing sensitivity analyses.

/s/ BDO USA, LLP

We have served as the Company's auditor since 1998.

New York, New York

March 31, 2021

52

Iconix Brand Group, Inc. and Subsidiaries

Consolidated Balance Sheets

(in thousands, except par value)

	December 31, 2020			December 31, 2019
Assets
Current Assets:
Cash and cash equivalents (includes VIE assets of $7,332 and $8,397, respectively)	$	49,797		$	55,465
Restricted cash		9,380			15,946
Accounts receivable, net (includes VIE assets of $3,237 and $8,673, respectively)		24,736			31,368
Contract asset (includes VIE assets of $689 and $548, respectively)		13,842			9,448
Other assets – current (includes VIE assets of $806 and $6,444, respectively)		2,276			21,440
Total Current Assets		100,031			133,667
Property and equipment:
Furniture, fixtures and equipment		20,672			20,087
Less: Accumulated depreciation		(18,703	)		(17,545	)
		1,969			2,542
Other Assets:
Other assets		5,796			6,780
Contract asset (includes VIE assets of $2,692 and $1,593, respectively)		11,415			11,807
Right-of-use asset		4,894			6,254
Trademarks and other intangibles, net (includes VIE assets of $114,263 and $117,744, respectively)		246,786			274,084
Investments and joint ventures		15,746			44,827
Goodwill		26,099			26,099
		310,736			369,851
Total Assets	$	412,736		$	506,060
Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued expenses (includes VIE liabilities of $1,685 and $5,243, respectively)	$	29,847		$	49,512
Deferred revenue (includes VIE liabilities of $1,085 and $422, respectively)		5,093			4,701
Current portion of long-term debt		28,433			61,976
Other liabilities – current		3,864			13,775
Total Current Liabilities		67,237			129,964
Deferred income tax liability		5,196			4,464
Long-term debt, less current maturities (includes $50,868 and $47,277, respectively, at fair value)		535,968			583,745
Other liabilities (includes VIE liabilities of $1,604 and $0, respectively)		28,603			7,794
Total Liabilities		637,004			725,967
Redeemable Non-Controlling Interest		24,321			33,069
Commitments and contingencies
Stockholders’ Deficit:
Common stock, $.001 par value shares authorized 260,000; shares issued 16,650 and    15,138, respectively		16			15
Additional paid-in capital		1,047,504			1,045,307
Accumulated losses		(435,562	)		(427,126	)
Accumulated other comprehensive loss		(42,625	)		(54,643	)
Less: Treasury stock – 3,490 and 3,421 shares at cost, respectively		(844,526	)		(844,442	)
Total Iconix Brand Group, Inc. Stockholders’ Deficit		(275,193	)		(280,889	)
Non-Controlling Interest		26,604			27,913
Total Stockholders’ Deficit		(248,589	)		(252,976	)
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Deficit	$	412,736		$	506,060

See accompanying notes to consolidated financial statements

53

Iconix Brand Group, Inc. and Subsidiaries

Consolidated Statements of Operations

(in thousands, except earnings per share data)

	Year Ended			Year Ended
	December 31, 2020			December 31, 2019
Licensing revenue	$	108,576		$	148,984
Selling, general and administrative expenses		59,398			84,748
Depreciation and amortization		1,196			1,816
Equity (earnings) loss on joint ventures		1,364			(14	)
Gain on sale of investment		(1,600	)		—
Gain on sale of trademarks		(74,105	)		—
Asset impairment		62			1,766
Investment impairment		19,607			26,613
Trademark impairment		35,053			65,587
Operating income (loss)		67,601			(31,532	)
Other expenses (income):
Interest expense		67,694			56,921
Interest income		(52	)		(360	)
Other loss, net		3,570			5,291
Foreign currency translation loss		1,570			858
Other expenses – net		72,782			62,710
Loss before income taxes		(5,181	)		(94,242	)
(Benefit) Provision for income taxes		(2,205	)		5,683
Net loss		(2,976	)		(99,925	)
Less: Net income attributable to non-controlling interest		4,360			9,597
Net loss attributable to Iconix Brand Group, Inc.	$	(7,336	)	$	(109,522	)
Loss per share:
Basic	$	(0.60	)	$	(10.37	)
Diluted	$	(0.60	)	$	(10.37	)
Weighted average number of common shares outstanding:
Basic		12,334			10,559
Diluted		12,334			10,559

See accompanying notes to consolidated financial statements.

54

Iconix Brand Group, Inc. and Subsidiaries

Consolidated Statements of Comprehensive Loss

(in thousands)

	For the Year Ended December 31,
	2020			2019
Net loss	$	(2,976	)	$	(99,925	)
Other comprehensive income (loss):
Foreign currency translation income (loss)		12,018			(1,575	)
Total other comprehensive income (loss)		12,018			(1,575	)
Comprehensive income (loss)	$	9,042		$	(101,500	)
Less: comprehensive income attributable to non-controlling interest		4,360			9,597
Comprehensive income (loss) attributable to Iconix Brand    Group, Inc.	$	4,682		$	(111,097	)

See accompanying notes to consolidated financial statements.

55

Iconix Brand Group, Inc. and Subsidiaries

Consolidated Statements of Stockholders’ Deficit

(in thousands)

	Common Stock				Additional Paid-In			Accumulated			Accumulated Other Comprehensive			Treasury			Non- Controlling
	Shares		Amount		Capital			Deficit			Loss			Stock			Interest			Total
Balance at January 1, 2019		11,162	$	11	$	1,037,372		$	(312,796	)	$	(53,068	)	$	(844,253	)	$	26,999		$	(145,735	)
Shares issued on vesting of restricted stock		249		—		—			—			—			—			—			—
Equity compensation expense		—		—		971			—			—			—			—			971
Shares issued on conversion of    5.75% Convertible Notes		3,727		4		6,225			—			—			—			—			6,229
Re-purchase of Umbro China Equity		—		—		(770	)		—			—			—			(495	)		(1,265	)
Shares repurchased on    vesting of restricted stock		—		—		—			—			—			(189	)		—			(189	)
Reclass from redeemable NCI		—		—		—			—			—			—			(856	)		(856	)
Change in redemption value    of redeemable non-controlling    interest holders		—		—		1,586			—			—			—			—			1,586
Net (loss) income		—		—		—			(109,522	)		—			—			9,475			(100,047	)
Foreign currency translation		—		—		(77	)		—			(1,575	)		—			—			(1,652	)
Distributions to joint venture partners		—		—		—			(4,808	)		—			—			(7,210	)		(12,018	)
Balance at December 31, 2019		15,138	$	15	$	1,045,307		$	(427,126	)	$	(54,643	)	$	(844,442	)	$	27,913		$	(252,976	)
Shares issued on vesting of    restricted stock		196		—		—			—			—			—			—			—
Shares issued on payment of interest    of 5.75% Convertible Notes		1,316		1		1,422			—			—			—			—			1,423
Equity compensation expense		—		—		804			—			—			—			—			804
Shares repurchased on    vesting of restricted stock		—		—		—			—			—			(84	)		—			(84	)
Change in redemption value of redeemable    non-controlling interest holders		—		—		(29	)		—			—			—			—			(29	)
Net (loss) income		—		—		—			(7,336	)		—			—			4,356			(2,980	)
Foreign currency translation		—		—		—			—			12,018			—			—			12,018
Distributions to joint venture partners		—		—		—			(1,100	)		—			—			(5,665	)		(6,765	)
Balance at December 31, 2020		16,650	$	16	$	1,047,504		$	(435,562	)	$	(42,625	)	$	(844,526	)	$	26,604		$	(248,589	)

See accompanying notes to consolidated financial statements.

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Iconix Brand Group, Inc. and Subsidiaries

Consolidated Statements of Cash Flows (in thousands)

	For the Year Ended December 31,
	2020			2019
Cash flows from operating activities:
Net loss	$	(2,976	)	$	(99,925	)
Adjustments to reconcile net loss to net cash provided by operating    activities:
Depreciation and amortization		1,196			1,816
Amortization of deferred financing costs and debt discount		9,794			12,463
Interest expense on 5.75% Convertible Notes paid in shares		1,423			—
Stock-based compensation expense		804			971
Provision for doubtful accounts		1,685			(1,107	)
Periodic lease cost		2,243			2,124
(Earnings) loss on equity investments in joint ventures		1,364			(14	)
Distributions from equity investments		3,928			2,681
Contract asset impairment		4,467			5,143
Asset impairment		62			1,766
Trademark impairment		35,053			65,587
Impairment of equity method investment		19,607			26,613
Mark to market adjustment on convertible note		3,590			3,861
Loss (gain) on debt to equity conversions		—			1,310
Gain on sale of trademarks and other investments		(75,705	)		(141	)
Income on other equity investment		—			294
Deferred income tax expense		731			(80	)
(Gain) Loss on foreign currency translation		1,570			858
Changes in operating assets and liabilities:
Accounts receivable		4,020			6,927
Other assets – current		4,788			12,173
Other assets		(937	)		(1,882	)
Deferred revenue		(104	)		29
Accounts payable and accrued expenses		(14,902	)		(8,836	)
Other liabilities		18,722			(2,319	)
Net Cash provided by operating activities		20,423			30,312
Cash flows provided by (used in) investing activities:
Purchases of property and equipment		(602	)		(626	)
Acquisition of trademarks and other investments		(2,358	)		(6,001	)
Issuance of loan to equity investee		(2,750	)		—
Proceeds from loan to equity investee		2,750			—
Proceeds from sale of trademarks and investments		80,101			18,695
Net cash provided by investing activities		77,141			12,068
Cash flows (used in) financing activities:
Payment of long-term debt		(96,012	)		(41,171	)
Proceeds from Paycheck Protection Program Loan		1,307			—
Distributions to non-controlling interests		(6,765	)		(12,018	)
Distributions to redeemable non-controlling interests		(8,785	)		(461	)
Cost of shares repurchased on vesting of restricted stock		(84	)		(189	)
Net cash (used in) financing activities		(110,339	)		(53,839	)
Effect of exchange rate changes on cash and restricted cash		541			235
Net increase (decrease) in cash and cash equivalents, and restricted cash		(12,234	)		(11,224	)
Cash, cash equivalents, and restricted cash, beginning    of period		71,411			82,635
Cash, cash equivalents, and restricted cash, end of period	$	59,177		$	71,411

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	For the Year Ended December 31,
	2020			2019
Cash paid during the period:
Income taxes (net of refunds received)	$	(1,615	)	$	(8,704	)
Interest	$	35,217		$	45,066
Non-cash investing and financing activities:
Non-cash additions to operating lease assets	$	288		$	10,462
Non-cash repurchase of China JV equity	$	—		$	1,265
Shares issued upon conversion of debt to equity		—			6,225

See accompanying notes to consolidated financial statements.

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Iconix Brand Group, Inc. and Subsidiaries

Notes to Consolidated Financial Statements

Information as of and for the Years Ended December 31, 2020 and 2019

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

The Company

General

Iconix Brand Group is a brand management company and owner of a diversified portfolio of approximately 30 global consumer brands across the Company’s operating segments:  women’s, men’s, home and international. 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.  

At December 31, 2020, the Company’s brand portfolio includes Candie’s ^®, Bongo ^®, Joe Boxer ^®, Rampage ^®, Mudd ^® , London Fog ^®, Mossimo ^®, Ocean Pacific/OP ^®, Danskin /Danskin Now ^®, Rocawear ^®, Cannon ^® , Royal Velvet ^® , Fieldcrest ^®, Charisma ^®, Starter ^®, Waverly ^®, Ecko Unltd ^® /Mark Ecko Cut & Sew ^®, Zoo York ^®, Umbro ^®, Lee Cooper ^®, and Artful Dodger ^®; and interests in Material Girl ^®, Ed Hardy ^®, Truth or Dare ^®, Modern Amusement ^®, Buffalo ^®, Hydraulic ^®, and PONY ^®.

The Company principally looks to monetize the IP related to its brands throughout the world and in all relevant categories primarily by licensing directly with leading retailers, through 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 (e.g. Wal-Mart) to better department stores (e.g., Macy’s). The licensees are generally 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. The 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 ourselves across a multitude of regional or local offices. Since September 2008, the Company has established the following international joint ventures: Iconix China, Iconix Latin America, Iconix Europe, Iconix India, Iconix Canada, Iconix Australia, Iconix Southeast Asia, Iconix Israel, Iconix Middle East, Umbro China, Danskin China, Starter China and Lee Cooper China.  Note that the Company now maintains a 100% ownership interest in, Iconix Latin America and Iconix Canada. In 2020, the Company sold all of its equity interests in Starter China and Umbro China, and has entered into an agreement to sell all of its interests in Lee Cooper China which was completed on March 23, 2021. Refer to Note 4 for further details.

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

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1. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and, in accordance with U.S. GAAP and accounting for variable interest entities (where the Company is the primary beneficiary) and majority owned subsidiaries, the Company consolidates twelve joint ventures (Hardy Way, Icon Modern Amusement, Alberta ULC, Iconix Europe, Hydraulic IP Holdings, US PONY Holdings, Diamond Icon, Iconix Israel, Iconix Middle East, Danskin China, Lee Cooper China and Iconix Australia; see Note 4 for explanation). All significant intercompany transactions and balances have been eliminated in consolidation.

These consolidated financial statements are prepared on a going concern basis that contemplates the realization of cash flows from assets and discharge of liabilities, in each case, in the ordinary course of business consistent with the Company’s prior periods.  

In accordance with Accounting Standards Codification (“ASC”) 810—Consolidation (“ASC 810”), the Company evaluates the following criteria to determine the accounting for its joint ventures:  1) consideration of whether the joint venture is a variable interest entity which includes reviewing the corporate structure of the joint venture, the voting rights, and the contributions of the Company and the joint venture partner to the joint venture,  2) if the joint venture is a VIE, whether or not the Company is the primary beneficiary, a determination based upon a variety of factors, including: i) the presence of installment payments, which constitutes a de facto agency relationship between the Company and the joint venture partner, and ii) an evaluation of whether the Company or the joint venture partner is more closely associated with the joint venture.  If the Company determines that the entity is a variable interest entity and the Company is the primary beneficiary, then the joint venture is consolidated.  For those entities that are not considered variable interest entities, or are considered variable interest entities but the Company is not the primary beneficiary, the Company uses the equity method as set forth in ASC 323—Investments (“ASC 323”), to account for those investments and joint ventures which are not required to be consolidated under US GAAP.  Refer to Note 4 for further details.

Liquidity

These consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities, in each case, in the ordinary course of business consistent with the Company’s prior periods.  The Company has experienced substantial and recurring losses from operations, which losses have caused an accumulated deficit of $435.6 million as of December 31, 2020. Net losses incurred for the years ended December 31, 2020 and December 31, 2019 amounted to approximately $(3.0) million and $(99.9) million respectively. The Company has generated positive cash flows from operations in recent periods and has managed its cost structure, its relationships with licensees and sold non-strategic assets to mitigate the adverse impact of the COVID-19 pandemic on its operating results, liquidity and financial condition. The Company does not expect the occurrence of any payment defaults on its outstanding debt facilities in the next twelve months, and otherwise expects to generate sufficient cash to meet its operating cash flow needs and maintain compliance with the financial covenants set forth in its various debt facilities during such period. Accordingly, the Company believes there is no longer substantial doubt the Company can continue as an ongoing business for the next twelve months.

Reverse Stock Split

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

Business Combinations, Joint Ventures and Investments

The purchase method of accounting requires that the total purchase price of an acquisition be allocated to the assets acquired and liabilities assumed based on their fair values on the date of the business acquisition. The results of operations from the acquired businesses are included in the accompanying consolidated statements of operations from the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. For further information on the Company’s accounting for joint ventures and investments, refer to Note 4.

Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company reviews all significant estimates affecting the financial statements on a recurring basis and records the effect of any adjustments when necessary.

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Cash and Cash Equivalents

Cash and cash equivalents consist of actual cash as well as cash equivalents, defined as short-term, highly liquid financial instruments with insignificant interest rate risk that are readily convertible to cash and have maturities of three months or less from the date of purchase.  In addition, as of December 31, 2020, approximately $15.0 million, or 25 %, of our total cash (including restricted cash) was held in foreign subsidiaries. The Company has elected to treat its Luxembourg top tier subsidiary (“Luxco”) for US tax purposes.  All the foreign operations under Luxco are treated as a branch for US tax purposes and subject to US taxation.  As such, the Company will not have any earnings in foreign subsidiaries that are not currently subject to taxation for US purposes.  

Restricted Cash

Restricted cash consists of actual cash deposits held in accounts primarily for debt service, as well as cash equivalents, defined as short-term, highly liquid financial instruments with insignificant interest rate risk that are readily convertible to cash and have maturities of three months or less from the date of purchase, the restrictions on all of which lapse every three months or less.

Concentration of Credit Risk

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

One customer accounted for 10 % of the Company’s total revenue for the year ended December 31, 2020 (“FY 2020”) as compared to two customers accounting for 12% and 11% respectively, of the Company’s total revenue for the year ended December 31, 2019 (“FY 2019).

Accounts Receivable

Accounts receivable are reported at amounts the Company expects to be collected, net of provision for doubtful accounts, based on the Company’s ongoing discussions with its licensees, and its evaluation of each licensee’s payment history and account aging. As of December 31, 2020 and 2019, the Company’s provision for doubtful accounts was $6.5 million and $14.3 million, respectively.

One customer accounted for 10% of the Company’s accounts receivable as of December 31, 2020 as compared with one customer accounting for 16% of the Company’s accounts receivable as of December 31, 2019.

Derivatives

The Company does not use financial instruments for trading or other speculative purposes. From time to time the Company uses derivative financial instruments to hedge the variability of anticipated cash flows of a forecasted transaction (a “cash flow hedge”). The Company had no such derivative instruments in FY 2020 or FY 2019.

Restricted Stock

Compensation cost for restricted stock is measured using the quoted market price of the Company’s common stock at the date the common stock is granted. For restricted stock where restrictions lapse with the passage of time (“time-based restricted stock”), compensation cost is recognized over the period between the issue date and the date that restrictions lapse. Time-based restricted stock is included in total common shares outstanding upon the lapse of any restrictions. Time-based restricted stock is included in total diluted shares outstanding which is calculated utilizing the treasury stock method.

For restricted stock where restrictions are based on performance measures (“performance-based restricted stock”), restrictions lapse when those performance measures have been deemed earned. Performance-based restricted stock is included in total common shares outstanding upon the lapse of any restrictions. Performance-based restricted stock is included in total diluted shares outstanding when the performance measures have been deemed earned but not issued.  

For restricted stock, which is measured based on market conditions, the Company values the stock utilizing a Monte Carlo simulation factoring key assumptions such as the stock price at the beginning and end of the period, risk free interest rate, expected dividend yield when simulating total shareholder return, expected dividend yield when simulating the Company’s stock price, stock

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price volatility and correlation coefficients.  Restricted stock based on market conditions is included in total common shares outstanding upon the achievement of the performance metrics.  Restricted stock based on market conditions is included in total diluted shares outstanding when the performance metrics have been deemed earned but not issued.

Treasury Stock

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

Deferred Financing Costs

The Company incurred costs (primarily professional fees and placement agent fees) in connection with borrowings under senior secured notes, the Senior Secured Term Loan and the 2016 Senior Secured Term Loan. These costs have been deferred and are being amortized using the effective interest method over the life of the related debt.

Property, Equipment, Depreciation and Amortization

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

Operating Leases

We determine if an arrangement contains a lease at inception. An arrangement contains a lease if it implicitly or explicitly identifies an asset to be used and conveys the right to control the use of the identified asset in exchange for consideration. As a lessee, we include operating leases in Right-of-use (“ROU”) -assets within non-current assets, Other liabilities – Current, and Other liabilities in our consolidated balance sheet.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized upon commencement of the lease based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we generally use our incremental borrowing rate based on the estimated rate of interest for fully amortizing borrowings over a similar term of the lease payments at commencement date to determine the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Expenses associated with operating leases are included in “Selling, general and administrative” within our Consolidated Statement of operations. Leases with a lease term of 12 months or less are not capitalized.

Long-Lived Assets

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

Assumptions used in our fair value estimates are as follow: (i) discount rates; (ii) royalty rates; (iii) projected average revenue growth rates; and (iv) projected long-term growth rates. The testing also factors in economic conditions and expectations of management and may change in the future based on period-specific facts and circumstances. During FY 2020, the Company recorded an impairment charge of $19.6 million resulted from a decline in the fair value of our Ecko Mark/Ecko joint venture in China and our equity interest in our Candies joint venture in China which was impacted by the effects of COVID-19 in that market. During FY 2019, the Company recorded an impairment charge in the amount of $17.0 million based on the estimated value that was to be realized on the disposition of the Company’s equity interest in Marcy Media Holdings, LLC, and an $9.6 million (inclusive of a $2.6 million of write off of advances made to the entity) impairment to its investment in MG Icon based on the poor performance of MG Icon. Refer to Note 4 for further details.

Goodwill and Trademarks

Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations accounted for under the purchase method of accounting. On an annual basis and as needed, the Company tests goodwill and indefinite life trademarks for impairment utilizing discounted cash flow models. Other intangibles with determinable lives, including certain

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trademarks, license agreements and non-compete agreements, are evaluated for the possibility of impairment when certain indicators are present, and are otherwise amortized on a straight-line basis over the estimated useful lives of the assets (currently ranging from 1 to 15 years).  Assumptions used in our fair value estimates are as follow: (i) discount rates; (ii) royalty rates; (iii) projected average revenue growth rates; and (iv) projected long-term growth rates. The testing also factors in economic conditions and expectations of management and may change in the future based on period-specific facts and circumstances.  The Company did not record any impairment charges for goodwill for FY 2020 and FY 2019, respectively.  In the FY 2020 and FY 2019, the Company recognized non-cash impairment charge for trademarks of $35.1 millionand $65.6 million, respectively.  Refer to Note 3 for further details.

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.

Revenue Recognition

The Company enters into various license agreements that provide revenues based on minimum royalties and advertising/ marketing fees and additional revenues based on a percentage of defined sales. Minimum royalty and advertising/ marketing revenue is recognized on a straight-line basis over the full contract term.  Minimum royalties that escalate on an annual basis over the contract term are recognized on a straight-line basis over the full contract term.  Royalties exceeding the defined minimum amounts in a specific contract year (sales-based royalties), as defined in each license agreement, are recognized only in the subsequent periods to when the minimum guarantee for the contract year has been achieved and when the later of the following events occur: (i) the subsequent sale occurs, or (ii) the performance obligation to which some or all of the sales-based royalty has been allocated has been satisfied (or partially satisfied).

Foreign Currency

The Company’s consolidated joint ventures’ functional currency is U.S. dollars.  The functional currencies of the Company’s international subsidiaries are the local currencies of the countries in which the subsidiaries are located. Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the consolidated balance sheet date. Results of operations and cash flows are translated using the average exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of shareholders’ equity in accumulated other comprehensive income (loss).  

Taxes on Income

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

Earnings (Loss) Per Share

Basic earnings (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the effect of common shares issuable upon exercise of stock options, vesting of restricted stock, and potential conversion of our convertible debt. The difference between reported basic and diluted weighted-average common shares results from the assumption that all dilutive stock options, convertible debt and restricted stock outstanding were exercised into common stock.

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We may be required to calculate basic earnings (loss) per share using the two-class method as a result of the Company’s redeemable non-controlling interests.  To the extent that the redemption value increases and exceeds the then-current fair value of a redeemable non-controlling interest, net (loss) income attributable to Iconix Brand Group, Inc. (used to calculate earnings (loss) per share) could be negatively impacted by that increase, subject to certain limitations.  The partial or full recovery of any reductions to net (loss) attributable to Iconix Brand Group, Inc. (used to calculate earnings (loss) per share) is limited to any cumulative prior-period reductions. Refer to Note 10 for further details.

Advertising Campaign Costs

Advertising costs such as print and online media are expensed when the advertisement first occurs. Advertising expenses for FY 2020 and FY 2019 amounted to $5.5 million, and $13.7 million, respectively.

The Company also incurs co-operative advertising costs that represent reimbursements to certain licensees for shared marketing expenses related to the sale of its products.  In accordance with ASC 606, these reimbursements are recorded as a reduction to licensing revenue.

Comprehensive Income (Loss)

Comprehensive income (loss) includes certain gains and losses that, under U.S. GAAP, are excluded from net income (loss) as such amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s comprehensive income (loss) is primarily comprised of net income (loss), and foreign currency translation.

New Accounting Standards

In June 2016, the FASB issued ASU No. 2016-13 – Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses. The new standard applies to financial assets measured at amortized cost basis, including receivables that result from revenue transactions and held-to-maturity debt securities. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Management is currently evaluating the impact of this ASU on its consolidated financial statements.

In February 2017, the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350):  Simplifying the Test for Goodwill Impairment”, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment.  The ASU is effective for public business entities for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019.  This ASU should be applied prospectively.  Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.  The Company adopted the new standard on January 1, 2020. The new standard did not have a material impact to the Company’s financial statements.

Correction of Immaterial Errors

During the fourth quarter of FY 2020, the Company determined certain income tax transactions as well as previously identified expense and equity transactions were incorrectly recorded by the Company in the fourth quarter of FY2019 in the Company’s consolidated financial statements and have been corrected in the consolidated financial statements included in this Form 10-K. Management evaluated the materiality of these errors from a quantitative and qualitative perspective and concluded that the adjustments related to these transactions individually and in aggregate were not material to any of the Company’s previously issued financial statements and disclosures.  However, the cumulative impact of these out-of-period adjustments were material to the financial statements for the three and twelve months ended December 31, 2020. Accordingly, no amendments to previously filed reports are deemed necessary. A summary of the effects of these revisions for FY 2019 and 2020 quarterly financial statements are presented below. The information in the tables below represent the statement of operations and balance sheet line items affected by the revisions. There was no impact to net cash provided by operating activities in in any period. The financial information included in the accompanying financial statements and notes thereto reflect the effects of the corrections and other adjustments described in the preceding discussion and following tables.

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Revised Consolidated Statement of Operations (in thousands, except earnings per share data)
	For the Twelve Months Ended December 31, 2019
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	83,996		$	752		$	84,748
Operating Income (loss)		(30,780	)		(752	)		(31,532	)
Interest expense		57,264			(343	)		56,921
Loss before income taxes		(93,833	)		(409	)		(94,242	)
Provision for income taxes		8,083			(2,400	)		5,683
Net loss		(101,916	)		1,991			(99,925	)
Net loss per share - basic and diluted	$	(10.56	)	$	0.19		$	(10.37	)
Revised Consolidated Balance Sheets (in thousands)
	December 31, 2019
	As Reported			Adjustments			As Revised
Accounts payable and accrued expenses	$	51,503		$	(1,991	)	$	49,512
Total current liabilities		131,955			(1,991	)		129,964
Redeemable Non-Controlling Interest		34,461			(1,392	)		33,069
Accumulated deficit		(429,117	)		1,991			(427,126	)
Non-Controlling Interest		26,521			1,392			27,913
Total Stockholders' Deficit		(256,359	)		3,383			(252,976	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Three Months Ended March 31, 2020
	As Reported			Adjustments			As Revised
Interest expense	$	16,713		$	343		$	17,056
Net loss		(20,658	)		(343	)		(21,001	)
Net loss per share - basic and diluted	$	(1.86	)	$	(0.03	)	$	(1.89	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Three Months Ended June 30, 2020
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	14,978		$	(216	)	$	14,762
Operating Income (loss)		3,549			216			3,765
Net loss		(15,680	)		216			(15,464	)
Net loss per share - basic and diluted	$	(1.46	)	$	0.02		$	(1.44	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Six Months Ended June 30, 2020
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	32,128		$	(216	)	$	31,912
Operating Income (loss)		(1,303	)		216			(1,087	)
Interest expense		33,760			343			34,103
Net loss		(36,339	)		(127	)		(36,466	)
Net loss per share - basic and diluted	$	(3.32	)	$	(0.01	)	$	(3.33	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Nine Months Ended September 30, 2020
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	42,043		$	(216	)	$	41,827
Operating Income (loss)		65,047			216			65,263
Interest expense		52,249			343			52,592

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Net Income (loss)		10,363		(127	)		10,236
Earnings (loss) per share - basic	$	0.55	$	(0.01	)	$	0.54
Earnings (loss)  per share - diluted	$	0.37	$	—		$	0.37

Reclassifications

During the current year certain reclassifications, which were immaterial, have been made to conform prior year data to the current presentation. During FY 2019, the Company also made a reclassification between redeemable noncontrolling interest and noncontrolling interest.  

2. Revenue Recognition

 Licensing Revenue

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

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

The Company’s license agreements typically require the licensee to pay the Company royalties based upon net sales with guaranteed minimum royalties.  The Company’s licenses also typically require the licensees to pay to the Company certain minimum amounts for the advertising and marketing of the respective licensed brands.  

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

Within the Company’s International segment, the Umbro business purchases of certain products and samples for resale to certain licensees. The Company generally does this as an accommodation to its licensees to consolidate ordering from the manufacturers. The revenue associated with such activity is included in licensing revenue and was approximately $0.9 million for FY 2020 and the associated cost of goods sold is included in selling general and administrative expenses and was approximately $0.8 million. There was approximately $0.9 million and $0.9 million, respectively, of such sales and corresponding cost of goods sold in FY 2019.  Revenue for these sales are recognized upon the transfer of control of the promised product to the customer or licensee in an amount that reflects the consideration that we expect to receive in exchange for these products.

The following table presents our revenues disaggregated by license type:

	For the Year Ended December 31,
	2020		2019
Licensing revenue by license type:
Direct-to-retail license	$	31,066	$	42,818
Wholesale licenses		76,470		105,059
Other licenses (1)		1,040		1,107
	$	108,576	$	148,984

⁽¹⁾ Included in Other licenses for FY 2020 is $0.9 million of revenue associated with the Umbro business purchases discussed above as compared to $0.9 million for FY 2019.

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The following table represents our revenues disaggregated by geography:

	For the Year Ended December 31,
	2020		2019
Total licensing revenue by geographic region:
United States	$	65,000	$	88,444
Other (1)		43,576		60,540
	$	108,576	$	148,984

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

Remaining Performance Obligation

We enter into long-term license agreements with our licensees across all operating segments.  Revenues are recognized on a straight-line basis consistent with the nature, timing and extent of our services, which primarily relate to the ongoing brand management and maintenance of the intellectual property.  As of January 1, 2021, the Company and its joint ventures had a contractual right to receive approximately $380.9 million of aggregate minimum licensing revenue through the balance of their current licenses, excluding any renewals. Pursuant to these agreements, the Company expects to recognized revenue as follows: $63.4 million, $61.7 million, $58.2 million, $46.9 million, $39.5 million and $111.2 million for FY 2021, FY 2022, FY 2023, FY 2024, FY 2025 and thereafter, respectively.

Contract Balances

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

Contract Asset

We record contract assets when revenue is recognized in advance of cash payment being due from our licensees.  Contract assets due within one year of the most recent balance sheet date are recorded within Other assets – current and long-term contract assets are recorded within Other assets on the Company’s consolidated balance sheet.  As of December 31, 2020 and December 31, 2019, our contract assets – current and long-term contract assets were $13.8 million and $11.4 million, and $9.4 million and $11.8 million respectively.  For the years ended December 31, 2020 and December 31, 2019, the Company incurred an impairment loss of its contract assets of $4.5 million and $5.1 million, respectively, as a result of impairments or certain contract modifications.

Deferred Revenue

We record deferred revenue when cash payment is received or due in advance of our performance, including amounts which are refundable.  Advanced royalty payments are recognized ratably over the period indicated by the terms of the license and are reflected in the Company’s consolidated balance sheet in deferred revenue at the time the payment is received.  The decrease in deferred revenues for FY 2020 is inclusive of $4.1 million of revenues recognized that were included in the deferred revenue balance at the beginning of the period offset by cash payments received or due in advance of satisfying our performance obligations.

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3. Goodwill and Trademarks and Other Intangibles, net

Goodwill

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

	Women's		Men's		Home		International		Consolidated
Net goodwill at January 1, 2019		—		—		—	$	26,099	$	26,099
Impairment		—		—		—		—		—
Net goodwill at December 31, 2019		—		—		—		26,099		26,099
Impairment		—		—		—		—		—
Net goodwill at December 31, 2020	$	—	$	—	$	—	$	26,099	$	26,099

The Company identifies its operating segments according to how business activities are managed and evaluated. The Company has four distinct reportable operating segments: men’s, women’s, home, and international. These operating segments represent individual reporting units for purposes of evaluating goodwill for impairment. The fair value of the reporting unit is determined using discounted cash flow analysis and estimates of sales proceeds with consideration of market participant data. As a corroborative source of information, the Company evaluates the estimated aggregate fair values of its reporting units to within a reasonable range of its market capitalization, which includes an assumed control premium (an adjustment reflecting an estimated fair value on a control basis) to verify the reasonableness of the fair value of its reporting units. The control premium is estimated based upon control premiums observed in comparable market transactions. As none of the Company’s reporting units are publicly traded, individual reporting unit fair value determinations do not directly correlate to the Company’s stock price. The Company monitors changes in the share price to ensure that the market capitalization continues to exceed or is not significantly below the carrying value of our total net assets. In the event that our market capitalization is below the book value of the Company’s aggregate fair value of its reporting units, we consider the length and severity of the decline and the reason for the decline when evaluating whether potential goodwill impairment exists. Additionally, if a reporting unit does not appear to be achieving the projected growth plan used in determining its fair value, we will reevaluate the reporting unit for potential goodwill impairment based on revised projections, as deemed appropriate.  The annual evaluation of goodwill is typically performed as of October 1, the beginning of the Company’s fourth fiscal quarter.  Utilizing the Income Approach, the Company performed a goodwill impairment test and an intangible asset impairment test using a discounted cash flow analysis to evaluate whether the carrying value of each of its segments exceeded its fair value.

During the fourth quarter of FY 2020 and FY 2019, the Company evaluated its goodwill for potential impairment. Based upon the results a quantitative goodwill impairment test in accordance with ASC 350, the Company noted that the fair value of the international segment exceeded the carrying value, therefore no impairment was recorded.

Trademarks and Other Intangibles, net

Trademarks and other intangibles, net consist of the following:

		December 31, 2020				December 31, 2019
	Estimated Lives in Years	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Indefinite-lived trademarks	Indefinite	$	246,786	$	—	$	274,080	$	—
Definite-lived trademarks	10-15		8,958		8,958		8,958		8,958
Licensing contracts	1-9		978		978		978		974
		$	256,722	$	9,936	$	284,016	$	9,932
Trademarks and other intangibles, net				$	246,786			$	274,084

The trademarks of Candie’s, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific, Danskin, Rocawear, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko, Zoo York, Ed Hardy, Umbro, Modern Amusement, Buffalo, Lee Cooper, Hydraulic, and Pony have been determined to have an indefinite useful life and accordingly, consistent with ASC Topic 350, no amortization has been recorded in the Company’s consolidated statements of operations. Instead, each of these intangible assets are tested for impairment annually and as needed on an individual brand and territorial basis as separate single units of accounting, with any related impairment charge recorded to the statement of operations at the time of determining such impairment. The annual evaluation of the Company’s indefinite-lived trademarks is typically performed as of October 1, the beginning of the Company’s fourth fiscal quarter, or as deemed necessary due to the identification of a triggering event.

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As it relates to the Company’s impairment testing of goodwill and intangible assets, assumptions and inputs used in our fair value estimates include the following: (i) discount rates; (ii) royalty rates; (iii) projected average revenue growth rates; and (iv) projected long-term growth rates.  Additionally, for those instances where core licenses have not been or will not be renewed and replacement licenses have not yet been identified, the Company’s estimate of fair value may incorporate a probability weighted average of projected cash flows based on several scenarios (e.g., DTR license, wholesale license, or direct-to-consumer model).  Key inputs to these scenarios, which were selected based on the perspective of a market participant and include estimated future retail and wholesale sales and related royalties, are assessed a probability of occurrence to compensate for the uncertainty of success and timing of completion.  The Company will continue to reassess these probabilities and inputs, as well as economic conditions and expectations of management, and may record additional impairment charges as these estimates are updated, all of which are subject to change in the future based on period-specific facts and circumstances.

In accordance with ASC 350, the Company reassessed the fair values of its indefinite-lived trademarks considering the impact of the COVID-19 pandemic on current and future cash flows during FY 2020.  The Company recorded impairment charges for the Candies, Pony, Hydraulic, Joe Boxer, Cannon, Waverly, Fieldcrest, Royal Velvet, Rampage, Mudd, OP, Ecko, Zoo York and Umbro indefinite-lived trademarks, resulting in a total non-cash impairment charge of $35.1 million for FY 2020, which is comprised of $19.6 million in the women’s segment, $5.2 million in the men’s segment, $5.2 million in the home segment, and $5.1 million in the international segment to reduce various trademarks in those segments to fair value.

The Company recorded impairment charges for indefinite-lived intangible assets consisting of trademarks in FY 2019 based on a decline in the net sales as well as a decline in future guaranteed minimum royalties from license agreements for certain brands.  As a result, the Company recorded a total non-cash asset impairment charge of $65.6 million which is comprised of $35.3 million in the women’s segment, $0.8 million in the men’s segment, $17.8 million in the home segment, and $11.7 million in the international segment to reduce various trademarks in those segments to fair value. Impairments primarily related to declines in Joe Boxer, Mudd, OP, Mossimo, Bongo, Rampage, Umbro, Fieldcrest and Royal Velvet brands.   

The Company measured its indefinite-lived intangible assets for impairment in accordance with ASC-820-10-55-3F which states, “The income approach converts future amounts (for example cash flows) in income and expenses in a single current (that is, discounted) amount.  When the income approach is used, fair value measurement reflects current market expectations about those future amounts.  The Income Approach is based on the present value of future earnings expected to be generated by a business or asset.  Income projections for a future period are discounted at a rate commensurate with the degree of risk associated with future proceeds.  A residual or terminal value is also added to the present value of the income to quantify the value of the business beyond the projection period.”

Changes in estimates and assumptions used to determine whether impairment exists or changes in actual results compared to expected results could result in additional impairment charges in future periods.

There were no impairment charges to the Company’s definite-lived trademarks during FY 2020 or FY 2019.

During FY 2020, the Company completed the sale of Umbro China for $62.5 million in gross proceeds. The Umbro China sale included the sale of the Umbro trademark in the People’s Republic of China, Hong Kong, Taiwan and Macau. The Company received approximately $59.6 million in net proceeds from the sale of Umbro China and recorded a $59.6 million gain within operating income. Costs of $2.9 million directly associated with the sale primarily consisted of broker’s commission. The cost basis of Umbro China was immaterial. During FY 2020, the Company completed the sale of Starter China for gross proceeds of $16.0 million. The Starter China sale includes the sale of the Starter trademark in the mainland of China, Hong Kong, Taiwan and Macau. The Company received approximately $15.6 million in net proceeds from the sale of Starter China and recorded a $14.5 million gain within operating income. The cost basis of Starter China of $1.1 million consisted of the cost basis of the indefinite lived trademark. The Company separately wrote off $1.5 million of contract assets associated with Starter China. Refer to Note 5 for further details.

Amortization expense for intangible assets for FY 2020 and FY 2019 was less than $0.1 million and $0.1 million, respectively. The Company projects amortization expenses to be none in FY 2021 through FY 2025.

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4. Consolidated Entities, Joint Ventures and Investments

Consolidated Entities

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

PONY

In February 2015, the Company, through its then 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, and the rights in Mexico and Canada obtained from Super Jumbo Holdings Limited. The purchase price paid by the Company was $37.0 million. Pony Holdings was 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. In February 2021, the Company acquired the remaining 25% interest in Pony Holdings for $2.0 million.

Accounting Standards Codification (“ASC”) 810 - “Consolidations” (“ASC 810”) 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 consolidated financial statements.

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. This obligation was fully paid in FY 2017.  As of December 31, 2020, the redeemable non-controlling interest of Iconix MENA was $13.1 million, which was recorded on the Company’s consolidated balance sheet as mezzanine equity.

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.

Five-Year and Eight-Year Put/Call Options: At any time during the six-month period commencing July 1, 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.

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Agreed Value—Eight-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, 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 reduced the cash received by the Company in relation to this transaction as of December 31, 2014.

In December 2016, the Company irrevocably exercised its call right to acquire an additional 5% equity interest in Iconix Middle East from GBG for total cash consideration of $1.8 million.  After taking into effect this transaction and as of December 31, 2016, the Company’s ownership interest in Iconix Middle East effectively increased to 55%.  Such acquisition closed in February 2017.  In addition to the increase in ownership interest, the joint venture agreement gives the Company the sole discretion and power to direct the activities of the Iconix Middle East joint venture that most significantly impact the joint venture’s economic performance.  As a result of this transaction, the Company continues to consolidate this joint venture in its consolidated financial statements in accordance with ASC 810.  

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.

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.

In December 2016, the Company amended the Iconix Israel joint venture agreement to obtain the sole discretion and power to direct the activities of the Iconix Israel joint venture that most significantly impact its economic performance which requires the Company to continue to consolidate this joint venture in its consolidated financial statements in accordance with ASC 810.  

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 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 paid $4.0 million.

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. In exchange for this consent, the Company recorded a $1.5 million receivable due from GBG. As a result of this transaction, the Company recorded revenue of $1.5 million, which is included in licensing revenue in the Company’s consolidated statement of operations for FY 2014. 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.

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, 2016.

Pursuant to the IE Operating Agreement, for a period following the fifth anniversary of the January 2014 transaction and again following the eighth anniversary of the January 2014 transaction, the Company has a call option to purchase, and GBG has a put option to initiate the Company’s purchase of GBG’s 49% equity interests in Iconix Europe for a calculated amount as described below.

Five-Year and Eight-Year Put/Call Options:  At any time during the six-month period commencing July 1, 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. As of December 31, 2020, the redeemable non-controlling interest for Iconix Europe was $8.2 million, which was recorded on the Company’s consolidated balance sheet as mezzanine equity.

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

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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.As of December 31, 2020, the Company maintains a 15% ownership interest in iBrands.  In FY 2018, the Company recorded a full impairment of its investment in iBrands of $2.5 million.  

In April 2018, pursuant to a condition in a letter agreement entered into simultaneously with the Company’s acquisition of a 51% equity interest in Hydraulic IPH in December 2014, the Company acquired the remaining 49% ownership interest from its joint venture partner for no cash consideration as a result of an affiliate of the joint venture partner not making its minimum guaranteed royalty payment obligations to the Company in accordance with the respective license agreement.  This transaction resulted in the Company effectively increasing its ownership interest in Hydraulic to 100%.  The Company will retain 100% ownership interest in Hydraulic unless the affiliate of such joint venture partner satisfies its outstanding payment obligations by making all payments of the minimum guaranteed royalties to the Company under the terminated license agreement.

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”).

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 consolidated statement of operations. The goodwill and trademarks are subject to a test for impairment on an annual basis.

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.

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 58,868 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”). 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.

Umbro China

In July 2016, the Company executed an agreement with MH Umbro International Co. Limited (MHMC) to sell up to an aggregate 50% interest in a newly registered company in Hong Kong, which holds the Umbro intellectual property in respect of the Greater China territory, for total cash consideration of $25.0 million.  The acquisition of such equity is expected to occur over a four-year period.  As stipulated in the agreement, on each anniversary subsequent to the close of the transaction, MHMC will pay a portion of the total cash consideration to the Company in return for a percentage of the total potential 50% equity interest.  In July 2016, the Company received $2.5 million in cash from MHMC for a 5% interest in Umbro China.  In accordance with ASC 810, the Company has recorded noncontrolling interest of $1.8 million for the sale of 5% interest in Umbro China to MHMC and the corresponding gain associated with the sale of this interest is recorded in additional paid in capital on the Company’s consolidated balance sheet.  

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Pursuant to the Shareholder Agreement entered into in connection with the formation of Umbro China, each of MHMC and the Company holds specified call rights to purchase its partners’ ownership interest in the joint venture as described below. In July 2019, pursuant to the operating agreement, the Company reacquired the remaining 5% ownership interest in Umbro China from MHMC, itsjoint venture partner for approximately $1.3 million which resulted in the Company owning 100% of Umbro China. As described above, the Company completed the sale of Umbro China in July 2020. As a result of this transaction, the Company recognized a gain of $59.6 million, which has been recorded within Operating Income in the Company’s condensed consolidated statement of operations during FY 2020.

Danskin China

In October 2016, the Company entered into an agreement with Li-Ning (China) Sports Goods Co., Ltd. (“LiNing”) to sell up to a 50% interest (and no less than a 30% interest) in its wholly-owned indirect subsidiary, Danskin China Limited (“Danskin China”), a new Hong Kong registered company, which holds the Danskin trademarks and related assets in respect of mainland China and Macau. As a result of disruptions caused in the People’s Republic of China, the Company has agreed to extend the date of LiNing’s purchase of the equity interest in Danskin China until June 30, 2020 (the “First Closing”) for cash consideration of $5.4 million.  The aggregate cash consideration paid by Li Ning for its ownership of Danskin China may, based on the percentage interest in Danskin China that Li Ning elects to purchase on each anniversary of the First Closing, increase to up to $8.6 million. On June 30, 2020, the Company sold a 10% interest in Danskin China Ltd. to Li Ning Sports (Hong Kong) Company Ltd for $1.6 million. In March of 2021, the Company sold an additional 10% interest in Danskin China Ltd. to Li Ning Sports (Hong Kong) Company Ltd for $1.8 million.

Starter China

In March 2018, the Company entered into an agreement with Photosynthesis Holdings, Co. Ltd. (“PHL”) to sell up to no less than a 50% interest and up to a total of 60% interest in its wholly-owned indirect subsidiary, Starter China Limited, a newly registered Hong Kong subsidiary of Iconix China (“Starter China”), and which will hold the Starter trademarks and related assets in respect of the Greater China territory.  As a result of disruptions caused in the People’s Republic of China, the Company has agreed to extend the date of PHL’s purchase of the initial 50% equity interest in Starter China until June 30, 2020 for cash consideration of $20.0 million.  The additional 10% equity interest (for a total equity interest of 60% interest) purchase right of PHL is expected to occur over a three-year period commencing January 16, 2022 for cash consideration equal to the greater of $2.7 million or 2.5 times the royalty received under the respective license agreement in the previous twelve months based on other terms and conditions specified in the share purchase agreement. The Company completed the sale of Starter China in September, 2020. As a result of this transaction, the Company recognized a gain of $14.5 million, which has been recorded within Operating Income in the Company’s condensed consolidated statement of operations during FY 2020.

Lee Cooper China

In June 2018, the Company entered into an agreement with POS Lee Cooper HK Co. Ltd. (“PLC”) to sell up to no less than a 50% interest in its wholly-owned indirect subsidiary, Lee Cooper China Limited, a newly registered Hong Kong subsidiary of Iconix China (“Lee Cooper China”), and which will hold the Lee Cooper trademarks and related assets in respect of the Greater China territory.  On December 2, 2020, the Company entered into a share purchase agreement to sell all of the equity interests of Lee Cooper China Limited (the “Lee Cooper China Sale”), for consideration of $16.0 million. The Lee Cooper China Sale includes the sale of the Lee Cooper brand in the People’s Republic of China, Hong Kong, Taiwan and Macau. The Lee Cooper China Sale was completed on March 23, 2021.

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 cash consideration received by the Company and the book value of the brands contributed to the joint venture.

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In July 2018, the Company purchased an additional 5% ownership interest in Iconix Australia from Brand Collective (USA), Inc. (“BrandCo”) for $0.7 million in cash.  As a result of this transaction, the Company’s ownership interest in Iconix Australia effectively increased to 55% and reduced BrandCo’s ownership interest in Iconix Australia to 45%.  This purchase resulted in a change in rights, duties and obligations of the Company and BrandCo in their capacity as joint venture partners in respects of the Iconix Australia joint venture. Additionally, as a result of this transaction and in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company and BrandCo, Iconix Australia has been determined to be a VIE, and thus is subject to consolidation and included in the Company’s consolidated financial statements on and after July 2018.  

The Iconix Australia trademarks have been determined by management to have an indefinite useful life and accordingly, no amortization is being recorded in the Company’s consolidated statement of operations.  The goodwill and trademarks are subject to a test for impairment on an annual basis.  Additionally, as a result of the acquisition, the Company recognized a $5.9 million non-controlling interest associated with BrandCo’s 45% ownership interest in the Iconix Australia joint venture on the date of consolidation. As of December 31, 2020, the redeemable non-controlling interest for Iconix Australia was $3.0 million, which was recorded on the Company’s consolidated balance sheet as mezzanine equity.  

Additionally, pursuant to the Amended Agreement, the specified put and call rights held by BrandCo and the Company, respectively, relating to BrandCo’s ownership interest in the joint venture, were amended and restated as follows:

Two-Year Put/Call Option:  At any time from December 30, 2022 and before June 1, 2023, BrandCo may deliver a put notice to the Company and the Company may deliver a call notice to BrandCo, in each case, for the Company’s purchase of all units in the joint venture held by BrandCo.  Upon the exercise of such put/call, the purchase price for BrandCo’s units in the joint venture will be an amount equal to (i) the percentage interest represented by BrandCo’s 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; and

CAGR = 36 month compound annual rate

Equity Method Investments

During the fourth quarter of FY 2020 and FY 2019, the Company reassessed the fair values of the underlying assets and liabilities of its equity method investments as compared to their book values. In the fourth quarter of 2019, the Company recognized an investment impairment associated with its investment in MG Icon. See below in section “MG Icon” for further details.  In the third quarter of FY 2019, the Company recognized an investment impairment of its investment in Marcy Media Holdings LLP. See below in section “Marcy Media Holdings LLP” for further details. In the third quarter and fourth quarter of FY 2020, the Company recorded impairment charges of $17.2 million and $2.4 million respectively, related to the decline in the fair value of the Company’s investments in its Ecko/Mark Ecko Joint venture in China and the Company’s interest in its Candies Joint Venture in China See below section “Investments in Iconix China”.

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

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.

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 accounted for as a reduction to the cash received.  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

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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.In December 2015, the Company purchased GBG’s effective 50% interest in such brands as described below.

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.

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 July 1, 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 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.As of December 31, 2020, the contractual value of the option was $ 19.5 million.

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.

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.

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 was a VIE and, as the Company was determined to be the primary beneficiary, was subject to consolidation. The Company had consolidated this joint venture within its consolidated financial statements since inception and up to June 30, 2017.  The liabilities of the VIE were not material and none of the VIE assets were encumbered by any obligation of the VIE or other entity.  See discussion below for the deconsolidation of the joint venture on June 30, 2017.

In December 2015, the Company purchased GBG’s effective 50% interest in the Umbro and Lee Cooper trademarks in Greater China for $24.7 million.  The Company, through its wholly-owned subsidiaries, paid consideration of $24.7 million to GBG which represents GBG’s 50% ownership interest in these trademarks.  Immediately prior to the consummation of this transaction, the Company, and its wholly owned subsidiaries, had a receivable from GBG of $9.4 million, which represented the balance still owed by GBG from the original September 2014 transaction.  It was agreed upon by both parties that this balance would be set off against the consideration to be paid by the Company.  At closing, the Company paid $3.5 million in cash to GBG and recorded amounts owed to GBG of approximately $5.2 million and $5.4 million paid to GBG, net of discounts, in accounts payable and other accrued expenses and other long-term liabilities, respectively, on the consolidated balance sheet. As of December 31, 2020, all remaining amounts due to GBG for the above have been paid.  The excess of the purchase price over the non-controlling interest balance was $2.2 million which was recorded to additional paid-in-capital.

Prior to June 30, 2017, the Company consolidated this joint venture in accordance with ASC 810.  In June 2017, the Company received the final purchase price installment payment due from its joint venture partner, in respect of such partner’s interest in the joint venture, which resulted in the Company no longer having a de facto agency relationship with the Iconix SE Asia, Ltd. joint venture partner.  In accordance with ASC 810, the receipt of the final purchase price installment payment was considered a reconsideration event and although the joint venture remains a VIE, the Company is no longer the primary beneficiary.  As a result, the Company deconsolidated this entity from its consolidated balance sheet as of June 30, 2017 and recognized a pre-tax gain on deconsolidation of

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$3.8 million in its FY 2017 consolidated statement of operations.  The Company recorded an equity-method investment at fair value in Iconix SE Asia, Ltd. of $17.4 million in the consolidated balance sheet and all assets and liabilities of the joint venture are no longer reflected in the Company’s consolidated balance sheet as of June 30, 2017.  Fair value of the equity-method investment was determined utilizing the income method with Level 3 inputs in accordance with ASC 820.  Subsequent to June 30, 2017, Iconix SE Asia, Ltd. is accounted for as an equity-method investment with earnings from the investment being recorded in equity earnings from joint ventures in the Company’s consolidated statement of operations.

Iconix India Joint Venture

In June 2012, 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 the closing of this transaction and the remaining $4.0 million of which is a note, 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 December 31, 2020, the $1.0 million note receivable, which is the remaining amount due to the Company from Reliance, was reserved on the Company’s consolidated balance sheet with the offset recorded to bad debt expense on the Company’s consolidated statement of operations in FY 2018. 

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. The total cash consideration was fully paid in FY 2016.  

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.  Since the third quarter of FY 2017 (at which time the Company had achieved the $23.0 million in distributions from its interest in MG Icon), the Company has been recognizing 50/50 of all profits and losses in accordance with each principal’s membership interest percentage.

As a result of the investment impairment test performed in the fourth quarter of FY 2019, the Company recorded an impairment of its investment in MG Icon of $9.6 million (inclusive of a write off of $2.6 million of advances made to the entity) to fully impair its investment due to reduced revenue forecasts for the Material Girl brand.  

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Investments in Iconix China

Through our ownershipof Iconix China (see above), we have equity interests in the following private companies which are accounted for as equity method investments:

		Ownership by	Carrying Value of Investment as of
Brands Placed	Partner	Iconix China	December 31, 2020
Candie’s	Candies Shanghai Fashion Co. Ltd. (2)	20%	$	—
Marc Ecko	Shanghai MuXiang Apparel & Accessory Co. Limited (3)	0%		—
Material Girl	Ningbo Material Girl Fashion Co. Ltd. (1)	0%		—
Ecko Unltd	Ai Xi Enterprise (Shanghai) Co. Limited	20%		1,341
			$	1,341

⁽¹⁾ In March 2019, the Company sold its 20% interest in Ningbo Material Girl Fashion Co. Ltd. (“Material Girl China”) to Ningbo Peacebird Fashion & Accessories Co. Ltd. for $3.0 million in cash.  Pursuant to the agreement, the sale price was reduced by an initial cash investment of $0.2 million, as well as $0.6 million of brand management expenses incurred since the inception of the Material Girl China entity, resulting in total net proceeds of $2.2 million.  Additionally, Purim LLC, our MG Icon partner, is entitled to 33.3% of the net proceeds (or approximately $0.7 million) resulting in the Company’s portion of the net proceeds from the transaction to be approximately $1.5 million.  As a result of this transaction, the Company recognized a gain of $0.2 million, which has been recorded within Other Income in the Company’s consolidated statement of operations during FY 2019.

⁽²⁾ As a result of recent losses, primarily due to the impact of COVID-19 on the retail industry, the Company determined that the losses associated with this investment were other than temporary and determined that the fair value of its investment was de minimis. Accordingly, the Company recorded an impairment charge of $9.8 million during FY 2020.

⁽³⁾ In August 2020, the Company rescinded the trademark rights for the Ecko/Marc Ecko brand in exchange for its equity interest in the joint venture and recorded an impairment charge of $9.7 million during FY 2020.

Marcy Media Holdings, LLC

In July 2013, the Company purchased a minority interest in Marcy Media Holdings, LLC (“Marcy Media”), 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.

In the third quarter of 2019, the Company recorded an impairment charge of $17 million on its investment in Marcy Media. During the fourth quarter of 2019, the Company sold its interests in Marcy Media for $15 million.  

5. Gains on Sale of Trademarks, net

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

	For the Twelve Months Ended December 31,
	2020		2019
Interest in Umbro trademark in Iconix China (1)	$	59,582	$	—
Interest in Starter trademark in Iconix China (2)		14,523		—
Net gains on sale of trademarks	$	74,105	$	—

⁽¹⁾ In July 2020, the Company completed the sale of all of its equity interests of Umbro China, Limited (the “Umbro China Sale”) for gross consideration of $62.5 million. The Umbro China Sale includes the sale of the Umbro sports brand in the People’s Republic of China, Hong Kong, Taiwan and Macau (refer to Note 1 and Note 3).

⁽²⁾ In September 2020, the Company completed the sale of all of its equity interests of Starter China, Limited (the “Starter China Sale”) for gross consideration of $16.0 million. The Starter China Sale includes the sale of the Starter brand in the People’s Republic of China, Hong Kong, Taiwan and Macau (refer to Note 1 and Note 3).

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6. Fair Value Measurements

ASC Topic 820 “Fair Value Measurements”, 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 statement of operations risk and cash flow risk of revenue and receivables. As of December 31, 2020, the Company had no hedge instruments.

Financial Instruments

As of December 31, 2020 and December 31, 2019, the fair values of cash, accounts receivable and accounts payable approximated their carrying values due to the short-term nature of these instruments. The fair value of notes receivable and note payable from and to our joint venture partners approximate their carrying values. The fair value of certain of our other equity investments is generally not readily determinable, and it is not practical to obtain the information needed to determine the value. For FY 2020, the Company recorded $19.6 million of impairment charges to other equity investments primarily related to a decline in fair value of the Company’s investment in its Ecko/Mark Ecko Joint venture in China and the Company’s interest in its Candies China joint venture (refer to Note 4).  For FY 2019, the Company recorded a $9.6 million (inclusive of $2.6 million of advances made to the entity) impairment charge to its equity investment in MG Icon based upon a decline in the fair value of the investment due to poor performance and an impairment of its investment in Marcy Media Holdings, LLC in the amount of $17.0 million based on the estimated value that would be realized on the disposition of our equity interest. There has been no indication of impairment of other equity investments as of December 31, 2020 and December 31, 2019. 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:

	December 31, 2020				December 31, 2019
	CarryingAmount		Fair Value		CarryingAmount		Fair Value
Long-term debt, including current portion (1)	$	564,401	$	442,751	$	645,721	$	556,187

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

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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 4.

Non-Financial Assets and Liabilities

The Company accounts for non-recurring adjustments to the fair values of its non-financial assets and liabilities under ASC 820 using a market participant approach. The Company uses a discounted cash flow model with Level 3 inputs to measure the fair value of its non-financial assets and liabilities. The Company also adopted the provisions of ASC 820 as it relates to purchase accounting for its acquisitions. The Company has goodwill, which is tested for impairment at least annually, as required by ASC 350- “Intangibles- Goodwill and Other”, (“ASC 350”). Further, in accordance with ASC 350, the Company’s indefinite-lived trademarks are tested for impairment at least annually, on an individual basis as separate single units of accounting. Similarly, consistent with ASC 360- “Property, Plant and Equipment” (“ASC 360”), as it relates to accounting for the impairment or disposal of long-lived assets, the Company assesses whether or not there is impairment of the Company’s definite-lived trademarks. The Company recorded impairment charges on certain indefinite-lived intangible assets during FY 2020 and FY 2019.  Refer to Note 3 for further information.  The Company recorded asset impairment charges of $0.1 million and $1.8 million in FY 2020 and FY 2019 respectively, related to the consolidation and partial sublease of its New York office space.

7. Fair Value Option

During the first quarter of FY 2018, the Company elected to account for its 5.75% Convertible Notes under the fair value option.  The fair value carrying amount of the 5.75% Convertible Notes accounted for under the fair value option as of December 31, 2020 and December 31, 2019 is $50.9 million and $47.3 million, respectively as compared to the contractual principal outstanding balance which was $94.4 million as of December 31, 2020 and December 31, 2019.  The change of $3.6 million and $3.9 million in the fair value of the 5.75% Convertible Notes accounted for under the fair value option are included in the Company’s consolidated statement of operations for FY 2020 and FY 2019 respectively, within Other Income.  

The primary reason for electing the fair value option is for simplification and cost-benefit considerations of accounting for the 5.75% Convertible Notes (the hybrid financial instrument) at fair value in its entirety versus bifurcation of the embedded derivatives.  The 5.75% Convertible Notes contain bifurcatable embedded derivatives and do not require settlement by physical delivery of non-financial assets.  The significant inputs to the valuation of the 5.75% Convertible Notes at fair value are Level 2 inputs, as they are based on the quoted prices of the notes.

8. Debt Arrangements

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

	December 31, 2020			December 31, 2019
Senior Secured Notes	$	317,856		$	338,130
Variable Funding Note, net of original issue discount		100,000			99,610
Senior Secured Term Loan, net of original issue discount		94,755			162,418
5.75% Convertible Notes (1)		50,868			47,277
Payroll Protection Program Loan		1,307			—
Unamortized debt issuance costs		(385	)		(1,714	)
Total debt		564,401			645,721
Less current maturities		28,433			61,976
Total long-term debt	$	535,968		$	583,745

⁽¹⁾ Reflects the debt carrying amount, which is accounted for under the Fair Value Option in the consolidated balance sheet as of December 31, 2020 and December 31, 2019.  The actual principal outstanding balance of the 5.75% Convertible Notes is $94.4 million and $94.4 million as of December 31, 2020 and December 31, 2019, respectively.

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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.

Simultaneously with the issuance of the 2012 Senior Secured Notes, the Co-Issuers also entered into a revolving financing facility of Series 2012-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”), which allowed for the funding of up to $100 million of Variable Funding Notes and certain other credit instruments, including letters of credit. The Variable Funding Notes allow for drawings on a revolving basis. Drawings and certain additional terms related to the Variable Funding Notes are governed by the Class A-1 Note Purchase Agreement dated November 29, 2012 (the “Variable Funding Note Purchase Agreement”), among the Co-Issuers, Iconix, as manager, certain conduit investors, financial institutions and funding agents, and Barclays Bank PLC, as provider of letters of credit, as swingline lender and as administrative agent.  The Variable Funding Notes are governed, in part, by the Variable Funding Note Purchase Agreement and by certain generally applicable terms contained in the Securitization Notes Indenture. Interest on the Variable Funding Notes is payable at per annum rates equal to the CP Rate, Base Rate or Eurodollar Rate, each as defined in the Variable Funding Note Purchase Agreement.  In February 2015, the Company fully drew down the $100.0 million of available funding under the Variable Funding Notes, which remains outstanding as of December 31, 2020.

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

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

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

In July 2017, in connection with the sale of the businesses underlying the Company’s previous entertainment segment, the Company made a mandatory principal prepayment on its Senior Secured Notes of $152.2 million.

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

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

The legal final maturity date of the Securitization Notes is in January of 2043. The Company did not repay or refinance the Securitization Notes prior to the anticipated repayment date, and as a result, during the first quarter of 2020, additional interest accrues on amounts outstanding under the Securitization Notes at a rate equal to (A) in respect of the Variable Funding Notes, 5% per annum, (B) in respect of the 2012 Senior Secured Notes and the 2013 Senior Secured Notes, the greater of (1) 5% per annum and (2) a per annum interest rate equal to the excess, if any, by which the sum of (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the anticipated repayment date of the United States treasury security having a term closest to 10 years plus (y) 5% per annum plus (z) with respect to the 2012 Senior Secured Notes, 3.4% per annum, or with respect to the 2013 Senior Secured Notes, 3.14% per annum, exceeds the original interest rate. Pursuant to the Securitization Notes Indenture, such additional interest is not due to be paid by the Company until January 2043 (the legal maturity date) and does not compound annually.  The Company reflects additional accrued interest as interest expense and Other Liabilities – Long term in its consolidated financial statements. The Securitization Notes rank pari passu with each other.

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

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

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

The Securitization Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Co-Issuers maintain specified reserve accounts to be used to make required payments in respect of the Securitization Notes, (ii) provisions relating to optional and mandatory prepayments, including mandatory prepayments in the event of a change of control (as defined in the Securitization Notes Supplemental Indentures) and the related payment of specified amounts, including specified make-whole payments in the case of the Senior Secured Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the transfers of the assets pledged as collateral for the Securitization Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. As of December 31, 2020, the Company is in compliance with all covenants under the Securitization Notes.

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

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

The legal final maturity date of the Securitization Notes is in January of 2043. As discussed above, the Company did not repay or refinance the Securitization Notes prior to the anticipated repayment date. Beginning January 2020, the Company is no longer required to make previously designated contractual principal payments. Future principal payments will be formulaically based on a percentage of receipts of royalty revenue.

As of December 31, 2020 and December 31, 2019, the total outstanding principal balance of the Securitization Notes was $417.9 million and $438.1 million, respectively, of which $8.4 million and $42.7 million, respectively is included in the current portion of long-term debt on the consolidated balance sheet. As of December 31, 2020 and December 31, 2019, $8.5 million and $14.9 million, respectively, is included in restricted cash on the consolidated balance sheet and represents short-term restricted cash consisting of collections on behalf of the Securitized Assets, restricted to the payment of principal, interest and other fees on a quarterly basis under the Senior Secured Notes.

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For FY 2020 and FY 2019, interest expense relating to the Securitization Notes was approximately $18.5 million and$20.7million, respectively.For FY 2020 and FY 2019, the Company long-term accrued interest expense related to the Securitization Notes was $21.7 million and zero, respectively.   For FY 2020 and FY 2019, the Company recorded an expense for the amortization of original issue discount and deferred financing costs related to the Variable Funding Notes of $1.1 million and $7.0 million, respectively. The effective interest rate on such notes is3.7%.

Senior Secured Term Loan

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

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

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

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

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

Amendments to Senior Secured Term Loan

First Amendment

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

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The First Amendment also provided for, among other things, (a) a reduction in the existing $300 million term loan to the then-current term loan balance of approximately $57.8 million, (b) a new senior secured delayed draw term loan facility in the aggregate amount of up to $165.7 million, consisting of (i) a $25 million First Delayed Draw Term Loan (the “First Delayed Draw Term Loan”), and (ii) a $140.7 million Second Delayed Draw Term Loan (the “Second Delayed Draw Term Loan” and, together, with the First Delayed Draw Term Loan, the “Delayed Draw Term Loan Facility”) for the purpose of repaying the 1.50% Convertible Notes; (c) an increase of the Total Leverage Ratio permitted under the Senior Secured Term Loan from 4.50:1.00 to 5.75:1.00; (d) a reduction in the debt service coverage ratio multiplier in the Company’s asset coverage ratio under the Senior Secured Term Loan; (e) an increase in the existing amortization rate from 2 percent per annum to 10 percent per annum commencing July 2019; and (f) amendments to the mandatory prepayment provisions to (i) permit the Company not to prepay borrowings under the Senior Secured Term Loan from the first $100 million of net proceeds resulting from Permitted Capital Raising Transactions (as defined in the Senior Secured Term Loan) effected prior to March 15, 2018, and (ii) eliminate the requirement that the Company pay a Prepayment Premium (as defined in the Senior Secured Term Loan) on any payments or prepayments made prior to December 31, 2018. Indebtedness issued under the Delayed Draw Term Loan Facility was issued with original issue discount.

As a result of the First Amendment, on October 27, 2017, the Company repaid $231.0 million on the Senior Secured Term, Loan, which represented $240.7 million of outstanding principal balance.  As this transaction was accounted for as a debt modification in accordance ASC 470-50-40, and based on the Company’s accounting policy for debt modifications, the Company wrote-off a pro-rata portion of the original issue discount and deferred financing costs of $9.3 million and $5.4 million, respectively, which were both recorded to interest expense on the Company’s consolidated statement of operations for FY 2017.  As a result of this transaction, the Company’s outstanding principal balance of the Senior Secured Term Loan was reduced to $57.8 million at that time and the Company recorded a gain on modification of debt of $8.8 million (which is net of $0.8 million of additional deferred financing costs associated with the First Amendment), which has been recorded in interest expense on the Company’s consolidated statement of operations for FY 2017.  

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

Second Amendment

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

Third Amendment

On February 12, 2018, the Company, through IBG Borrower, entered into the Third Amendment to the Senior Secured Term Loan. The Third Amendment provides for, among other things, amendments to certain restrictive covenants and other terms set forth in the Senior Secured Term Loan, as amended, to permit (i) IBG Borrower to enter into the 5.75% Notes Indenture (as defined below) and a related intercreditor agreement that was executed and (ii) the Note Exchange (as defined below).

Fourth Amendment

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

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

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

Fifth Amendment

On March 30, 2020, the Company entered into the fifth amendment and waiver to the Senior Secured Term Loan (the “Fifth Amendment”). The Fifth Amendment, among other things, (i) waived an event of default under the Senior Secured Term Loan due to the Company’s receipt of a going concern qualified audit opinion for FY 2019 and (ii) modified the asset sale prepayment obligation to obligate the Company to pay 75% of the net proceeds from one or more asset sales in any fiscal year to the extent the aggregate amount of asset sale net proceeds exceed $5.0 million.

As a result of the Umbro China Sale and the Starter China Sale, the Company made additional principal repayments of $44.7 million and $11.7 million on the Senior Secured Term Loan in the third and fourth quarter of 2020, respectively. As of December 31, 2020 and December 31, 2019, the outstanding principal balance of the Senior Secured Term Loan was $94.8 million (which is net of $5.1 million of original issue discount) and $162.4 million (which is net of $13.2 million of original issue discount), respectively, of which $19.3 million and $19.3 million is recorded in current portion of long term debt on the Company’s consolidated balance sheet, respectively.

The Company recorded interest expense of approximately $12.2 million relating to the Senior Secured Term Loan in FY 2020 as compared to $18.0 million for FY 2019.  

The Company recorded an expense for the amortization of original issue discount and deferred financing fees of approximately $8.7 million relating to the Senior Secured Term Loan, included in interest expense on the consolidated statement of operations, during FY 2020 as compared to $5.5 million during FY 2019. The effective interest rate on the Senior Secured Term Loan is 11.6%, as of December 31, 2020.

5.75% Convertible Notes

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

The 5.75% Convertible Notes mature on August 15, 2023.  Interest on the 5.75% Convertible Notes may be paid in cash, shares of the Company’s common stock, or a combination of both, at the Company’s election. If the Company elects to pay all or a portion of an interest payment in shares of common stock, the number of shares of common stock payable will be equal to the applicable interest payment divided by the average of the 10 individual volume-weighted average prices for the 10-trading day period ending on and including the trading day immediately preceding the relevant interest payment date.

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

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

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

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

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

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

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

During FY 2020, noteholders did not convert any of the aggregate outstanding principal balance of their 5.75% Convertible Notes into shares of the Company’s common stock.

The Company has elected to account for the 5.75% Convertible Notes based on the Fair Value Option accounting as outlined in ASC 825.  Refer to Note 7 for further details.  As of December 31, 2020, while the debt balance recorded at fair value on the Company’s consolidated balance sheet is $50.9 million, the actual outstanding principal balance of the 5.75% Convertible Notes is $94.4 million.

The Company recorded interest expense of approximately $5.5 million relating to the 5.75% Convertible Notes during the FY 2020 as compared to $5.7 for FY 2019.  The Company issued approximately 1.3 million common shares to noteholders in lieu of $1.4 million of cash interest due on August 15, 2020.  

As of December 31, 2020, the Company’s debt maturities on a calendar year basis are as follows:

	Total		2021		2022		2023		2024		2025		Thereafter
Senior Secured Notes	$	317,856	$	3,451	$	—	$	—	$	—	$	—	$	314,405
Variable Funding Notes	$	100,000		4,914		7,031		7,031		7,031		7,031		66,962
Senior Secured Term Loan (1)	$	94,755		19,284		75,471		—		—		—		—
5.75% Convertible Notes (2)	$	50,868		—		—		50,868		—		—		—
Payroll Protection Program Loan (3)	$	1,307		784		523		—		—		—		—
Total	$	564,786	$	28,433	$	83,025	$	57,899	$	7,031	$	7,031	$	381,367

⁽¹⁾ Reflects the net debt carrying amount, effected by the outstanding balance of the original issue discount, in the consolidated balance sheet as of December 31, 2020.  The actual principal outstanding balance of the Senior Secured Term Loan is $99.9 million as of December 31, 2020.

⁽²⁾ Reflects the debt carrying amount which is accounted for under the Fair Value Option in the consolidated balance sheet as of December 31, 2020.  The actual principal outstanding balance of the 5.75% Convertible Notes is $94.4 million as of December 31, 2020.

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⁽³⁾ The Payroll Protection Program Loan and related accrued interest are eligible for forgiveness, in whole or in part based on the usage of the proceeds. The Company intends to submit an application for the loan to be forgiven in conformity with the loan’s terms. The Company believes it qualifies for such forgiveness. However, there is no assurance the Company will be successful in obtaining approval from the U.S. Small Business Administration.

9. Stockholders’ Equity

2016 Omnibus Incentive Plan

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

Shares Reserved for Issuance

As of December 31, 2020, there were approximately 0.2 million common shares available for issuance under the 2016 Plan.

Shares Issued on Payment of Interest of 5.75% Convertible Notes

On August 15, 2020, The Company settled a portion of its interest obligation on its 5.75% Convertible Notes by issuing approximately 1.3 million shares for $1.4 million and paid the remaining balance in cash for approximately $1.3 million. On February 15, 2021, The Company settled its February 2021 interest obligation on its 5.75% Convertible Notes in shares of its common stock by issuing approximately 1.0 million shares.

Reverse Stock Split

On March 14, 2019, the Company effected a Reverse Stock Split of its common stock.  No fractional shares were issued in connection with the Reverse Stock Split.  Stockholders who otherwise would have been entitled to receive fractional shares of common stock had their holdings rounded up to the next whole share.  Unless the context otherwise requires, all share and per share amounts in this annual report on Form 10-K have been adjusted to reflect the Reverse Stock Split.

Stock Options

There were no grants of stock options and no compensation expense related to stock option grants during FY 2020 or FY 2019, as all prior awards have been fully expensed. During FY 2019, the remaining 1,500 stock options previously granted with a weighted average exercise price of $171.60 expired.

Restricted stock

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

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The following tables summarize information about unvested restricted stock transactions:

	FY 2020					FY 2019
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Non-vested, January 1,		326,844		$	1.94		239,077		$	2.68
Granted		—			—		329,145			1.70
Vested		(196,332	)		1.97		(241,082	)		2.26
Forfeited/Canceled		—			—		(296	)		75.20
Non-vested, December 31,		130,512		$	1.90		326,844		$	1.94

The Company has awarded time-based restricted shares of common stock to certain employees. The awards have restriction periods tied to employment and vest over a maximum period of approximately 3 years. The cost of the time-based restricted stock awards, which is the fair market value on the date of grant net of estimated forfeitures, is expensed ratably over the vesting period. During FY 2020 and FY 2019, the Company awarded approximately 0 million and 0.3 million restricted shares, respectively, with a fair market value of approximately $0 million and $0.6 million, respectively.

Compensation expense related to restricted stock grants for FY 2020 and FY 2019 was approximately $0.2 million and $0.8 million, respectively.  An additional amount of $0.1 million of compensation expense related to restricted stock grants (inclusive of the restricted stock grants awarded as part of the long-term incentive plan discussed below) is expected to be expensed evenly over a period of approximately twelve to fifteen months. During FY 2020 and FY 2019, the Company repurchased shares valued at less than $0.1 million and $0.2 million, respectively, of its common stock in connection with net share settlement of restricted stock grants. 

Retention Stock

On October 15, 2018, the Company hired Robert C. Galvin as its Chief Executive Officer and President and he was appointed to the Company’s board of directors.  Mr. Galvin was issued an Employment Inducement Award pursuant to his employment agreement.  The terms of the Employment Inducement Award are based upon the Company’s performance over the vesting period. The grant date fair value of Mr. Galvin’s award issued on October 15, 2018 was $1.80 per share.

Compensation related to the retention stock awards was an expense of approximately $0.1 million and an expense of approximately $0.2 million for FY 2020 and FY 2019, respectively.  An additional amount of $0.1 million of compensation expense related to retention stock awards is expected to be expensed over a period of approximately twelve months.

Long-Term Incentive Compensation

On March 31, 2016, the Company approved a new plan for long-term incentive compensation (the “2016 LTIP”) for key employees and granted equity awards under the 2016 LTIP in the aggregate amount of approximately 0.7 million shares at a weighted average share price of $73.10 with a then current value of approximately $5.2 million.  The awards granted were a combination of restricted stock units (“RSUs”) and target level performance stock units (“PSUs”). Pursuant to the terms of the awards and based upon the Company’s performance over the vesting period, less than 0.1 million were issued upon expiration of the grant on March 31, 2019.

On March 7, 2017, the Company approved a new plan for long-term incentive compensation (the “2017 LTIP”) for certain employees and granted equity awards under the 2017 LTIP in the aggregate amount of approximately 0.1 million shares at a weighted average share price of $75.20 with a then current value of $6.6 million. The awards granted were a combination of RSUs and target level PSUs. The material terms of the PSUs and RSUs are substantially similar to those set forth in the 2016 LTIP.  Specifically, the RSUs vest one third annually on each of March 30, 2018, March 30, 2019 and March 30, 2020.  The PSUs vest based on performance metrics approved by the Compensation Committee, which, for the performance period commencing January 1, 2017 and ending on December 31, 2019, are based on the Company’s achievement of an aggregated adjusted operating income performance target as set forth in the applicable award agreements, and continued employment through December 31, 2019.  None of the 2017 LTIP PSUs vested.

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On March 15, 2018, the Company approved a new plan for long-term incentive compensation (the “2018 LTIP”) for certain employees which consisted of (i) equity awards in the aggregate amount of approximately 0.2 million shares at a weighted average share price of $13.80 with a then current value of $3.1 million and (ii) cash awards in the aggregate amount of approximately $3.1 million (the “Cash Grant”). The Cash Grants comprising the 2018 LTIP vest in 48 equal semi-monthly installments on the 15^th and last days of each month, beginning March 31, 2018 and ending March 15, 2020, subject in each case to continued employment through the applicable vesting date.  Each installment is paid within 15 days of the applicable vesting date.  Upon the end of an employee’s employment with the Company, any remaining unpaid portion of the Cash Grant is forfeited.  The PSUs vest based on performance metrics approved by the Compensation Committee over three separate performance periods, commencing on January 1 of each of 2018, 2019 and 2020 and ending on December 31 of each of 2018, 2019 and 2020, which, for each such performance period, are based on the Company’s achievement of an aggregated adjusted operating income performance target to be set by the Compensation Committee prior to March 30 of each applicable performance period, and continued employment through the settlement date.  For FY 2020, less than0.1 million shares forfeited in respect of the 2018 LTIP. As of December 31, 2020, none of the performance targets have been met. The weighted average remaining contractual termof the PSUs is less than oneyear.

Compensation recognized related to the PSUs granted as part of the long-term incentive plans was an expense of approximately $0.5 million as compared to a compensation expense of less than $0.1 million in FY 2020 and FY 2019, respectively. An additional amount of $0.1 million of compensation expense related to the PSUs granted as part of the various LTIPs is expected to be expensed over a period of less than one year.

10. Earnings (Loss) Per Share

Basic earnings (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) 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 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.

As of December 31, 2020, of the total potentially dilutive shares related to restricted stock-based awards, less than 0.1 million were anti-dilutive, compared to less than 0.1 million that were anti-dilutive as of December 31, 2019.  Additionally, as of December 31, 2020, of total potentially dilutive shares related to potential conversion of the Company’s 5.75% Convertible Notes, all of the shares (or approximately 21.7 million) were anti-dilutive, compared to approximately 33.7 million, were anti-dilutive as of December 31, 2019.  

As of December 31, 2020, of the performance related restricted stock-based awards issued in connection with the Company’s named executive officers, approximately 0.3 million shares were anti-dilutive compared to 0.3 million that were anti-dilutive as of December 31, 2019.

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

	For the Year Ended December 31,
(in thousands)	2020		2019
Basic		12,334		10,559
Effect of convertible notes subject    to conversion		—		—
Effect of assumed vesting of dilutive shares		—		—
Diluted		12,334		10,559

As a result of the Company being in a net loss position during FY 2020 and FY 2019, dilution from the exercise of vesting of restricted stock has been excluded in the diluted earnings per share calculation.

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In accordance with ASC 480, the Company considers its redeemable non-controlling interest in its computation of both basic and diluted earnings per share.  In addition, in accordance with ASC 260, the Company considers its 5.75% Convertible Notes in its computation of diluted earnings per share.  For FY 2020 and FY 2019, adjustments to the Company’s redeemable non-controlling interest and effects of the potential conversion of the 5.75% Convertible Notes had impacts on the Company’s earnings per share calculations as follows:

	For the Year Ended December 31,
	2020			2019
For earnings (loss) per share - basic:
Net loss attributable to Iconix Brand Group, Inc.	$	(7,336	)	$	(109,522	)
Accretion of redeemable non-controlling interest		(29	)		—
Net loss attributable to Iconix Brand Group, Inc.    after the effect of accretion of redeemable    non-controlling interest for basic earnings (loss) per share	$	(7,365	)	$	(109,522	)
For earnings (loss) per share - diluted:
Net loss attributable to Iconix Brand Group, Inc.	$	(7,336	)	$	(109,522	)
Effect of potential conversion of 5.75% Convertible Notes		—			—
Accretion of redeemable non-controlling interest		(29	)		—
Net loss attributable to Iconix Brand Group, Inc.    after the effect of potential conversion of 5.75%    Convertible Notes for diluted earnings (loss) per share	$	(7,365	)	$	(109,522	)
Loss per share:
Basic	$	(0.60	)	$	(10.37	)
Diluted	$	(0.60	)	$	(10.37	)
Weighted average number of common shares    outstanding:
Basic		12,334			10,559
Diluted		12,334			10,559

⁽¹⁾ There was no effect of potential conversion of the Company’s 5.75% Notes on the Company’s diluted earnings per share calculation for FY 2020 and FY 2019, as the effect was anti-dilutive.

11. Contingencies

In May 2016, Supply Company, LLC, (“Supply”), a former licensee of the Ed Hardy trademark, commenced an action against the Company and its affiliate, Hardy Way, LLC, (“Hardy Way” and together with the Company, the “Iconix Defendants”) seeking damages of $50 million, including punitive damages, attorneys’ fees and costs (the “Supply Litigation”).  Supply alleges that Hardy Way breached the parties’ license agreement by failing to reimburse Supply for markdown reimbursement requests that Supply received from a certain retailer. Supply also alleges that the Company is liable for fraud because it made purported misstatements about the Company’s financials and the viability of the Ed Hardy trademark in order to induce Supply to enter into the license agreement and to induce Supply to enter into a separate agreement with a certain retailer. The Iconix Defendants filed a motion to dismiss the Complaint.  In addition, Hardy Way commenced an action against Kevin Yap (“Yap”), the principal of Supply, to enforce the terms of his guarantee of Supply’s obligations under the Supply-Hardy Way license agreement for the Ed Hardy trademark (the “Yap Litigation”).  In response, Yap filed counterclaims against Hardy Way asserting two declaratory judgment claims seeking similar damages as in the Supply Litigation, including the reimbursement of Supply for losses allegedly suffered because of the markdown reimbursement requests, as well as rescission of the Supply-Hardy Way license agreement, other damages and attorneys’ fees and costs.  Hardy Way filed a pre-discovery motion for summary judgment on its affirmative claim and to dismiss Yap’s counterclaims.

On August 10, 2020, the Court issued a consolidated decision (the “Decision”) resolving the Iconix Defendants’ motion to dismiss the Supply Litigation and Hardy Way’s motion for summary judgment and to dismiss counterclaims in the Yap Litigation. In the Supply Litigation, the Court granted the Iconix Defendants’ motion to dismiss in all respects, except one, and denied Supply’s cross-motion for leave to amend its complaint.  As a result of the Decision, the only claim that remains in the Supply Litigation is Supply’s claim of fraudulent inducement based on the Iconix Defendants’ purported misstatements about the Company’s financials and the viability of the Ed Hardy trademark.  In the Yap Litigation, the Court denied Hardy Way’s motion for pre-discovery summary

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judgment on its affirmative claim as premature because of Yap’s allegation that he was fraudulently induced into entering into the guarantee by Hardy Way’s purported misstatements about the Company’s financials and the viability of the Ed Hardy trademark.  The Court dismissed Yap’s counterclaims related to the markdown reimbursement request and denied Yap’s cross-motion for leave to amend his answer to assert additional defenses.  As a result of the Decision, the claims that remain in the Yap Litigation are Hardy Way’s affirmative claim against Yap on his guarantee and Yap’s counterclaim for declaratory judgment based on Hardy Way’s purported misstatements about the Company’s financials and the viability of the Ed Hardy trademark.  The Decision is subject to normal appellate rights of all parties.

The Iconix Defendants will continue to vigorously defend the Supply Litigation and the Yap Litigation.  At this time, the Company is unable to estimate the ultimate outcomes of the Supply Litigation or the Yap Litigation.  

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

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

12. Related Party Transactions

The Company has entered into certain license agreements in which the core licensee is also one of our joint venture partners.  In the case of Sports Direct International plc (“Sports Direct”), the Company maintains license agreements with Sports Direct, but in addition, during FY 2018, the Company entered into a cooperation agreement with Sports Direct that allowed Sports Direct to appoint two members to the Company’s Board of Directors. The cooperation agreement expired pursuant to its terms during the first quarter of 2019. As of December 31, 2020 and December 31, 2019, the Company recognized the following royalty revenue amounts:

	For the Twelve Months Ended December 31,
Joint Venture Partner	2020		2019
M.G.S. Sports Trading Limited		400		440
Pac Brands USA, Inc.		329		363
Albion Equity Partners LLC / GL Damek		2,412		2,350
Li Ning		617		—
MHMC (1)		—		7
Sports Direct International plc		1,829		1,188
	$	5,587	$	4,348

⁽¹⁾ As detailed in Note 4, as of July 2019, MHMC is no longer a related party.

13. Operating Leases

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

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

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

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

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

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

For the twelve months ended December 31, components of lease cost were as follows:

	For the Year Ended December 31, 2020		For the Year Ended December 31, 2019
Operating lease cost	$	2,238	$	2,215
Short-term lease cost		148		537
Variable lease cost		376		396
	$	2,762	$	3,148

As of December 31, 2020, the operating lease ROU assets and operating lease liabilities were $4.9 million and $7.1 million, respectively.

For FY 2020 and FY 2019, cash paid for lease liabilities for operating leases was $2.7 and $2.6 million, respectively. For FY 2020 and FY2019, the Company recorded $0.3 and $0.1 million, respectively of ROU assets and $0.3 and $0.1 million, respectively of operating lease obligations for new leases.  There wereno ROU assets exchanged and no operating lease obligations assumed during FY 2020 and FY 2019.  In FY 2020 and FY 2019, there were no reductions to ROU assets resulting from reductions to lease obligations. In FY 2020 and FY 2019, the Company recorded $0.1 million and $0.5 million respectively of impairment charges to its ROU assets and $0.0 and $1.3 million respectively of impairments to Leasehold Improvements related to the partial sublet of its New York office space.

Because we generally do not have access to the rate implicit in the lease, the Company utilizes our incremental borrowing rate as the discount rate.  As of December 31, 2020, the weighted average remaining operating lease term is 3.2 years and the weighted average discount rate for the operating leases is 8.4%.

Maturities of lease liabilities under non-cancellable leases as of December 31, 2020 are as follows:

	Operating Leases
2021	$	2,767
2022		2,171
2023		2,109
2024		1,079
Total undiscounted lease payments	$	8,126
Less: Imputed interest		1,004
Total lease liabilities	$	7,122

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14. Benefit and Incentive Compensation Plans and Other

The Company sponsors a 401(k) Savings Plan (the “Savings Plan”) that covers all eligible full-time employees. Participants may elect to make pretax contributions subject to applicable limits. At its discretion, the Company may contribute additional amounts to the Savings Plan. During FY 2020 and FY 2019, the Company made contributions to the Savings Plan of approximately $0.2 million and $0.2 million, respectively.

15. Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740. Under ASC Topic 740, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. In determining the need for a valuation allowance, management reviews both positive and negative evidence pursuant to the requirements of ASC Topic 740, including current and historical results of operations, future income projections and the overall prospects of the Company’s business.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all the deferred tax assets will be realized.  The ultimate realization of deferred tax assets is dependent on the generation of future taxable income in the periods in which those temporary differences become deductible.  Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.  Based on these items and the cumulative pretax losses (primarily resulting from asset impairment expenses), management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance for all taxing jurisdictions as of December 31, 2020.  In addition, the Company has deferred tax liabilities related to indefinite lived intangibles on the balance sheet in an amount of approximately $4.9 million, which cannot be considered to be a source of taxable income to offset deferred tax assets.  

At December 31, 2020, the Company has approximately $250.7 million in federal net operating loss carryforwards (NOLs), approximately $26.0 million of which will expire in FY 2036, and the remaining have unlimited lives.  The Company also has foreign tax credit carryforwards of approximately $8.7 million, which will expire in 2023 and 2024 if unused.  The Company also has $143.0 million of foreign net operating losses primarily in Luxembourg, where the losses incurred before 2016 have unlimited lives. The Company also has approximately $100.7 million apportioned state and local NOLs that will begin to expire in 2034 if not used.  

Our use of our NOL carryforwards are limited under Section 382 of the Internal Revenue Code, as we have had a change in ownership of more than 50% of our capital stock over a three-year period as measured under Section 382 of the Internal Revenue Code. These complex changes of ownership rules generally focus on ownership changes involving shareholders owning directly or indirectly 5% or more of our stock, including certain public “groups” of shareholders as set forth under Section 382 of the Internal Revenue Code, including those arising from new stock issuances and other equity transactions.

As a result of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") signed into law on March 27, 2020, additional avenues of relief may be available to workers and families through enhanced unemployment insurance provisions and to small businesses through programs administered by the Small Business Administration ("SBA"). The CARES Act includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. As of December 31, 2020, the Company has recorded a $6.5 million benefit resulting from carrying back their 2018 Net Operating Loss to offset 2013 taxable income.

The Company’s consolidated effective tax rate was 42.6% and -6.0% for the year ended December 31, 2020 and December 31, 2019, respectively.  The effective tax rate for the FY 2020 increased as compared to the FY 2019 primarily due to a $6.7 million tax benefit generated during 2020 related to the CARES Act which is calculated against a pre-tax loss as compared to 2019 where the company calculated a current tax expense due to foreign withholding taxes calculated against a pre-tax loss.

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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Pre-tax book loss for FY 2020 and FY 2019 were as follows:

	FY 2020			FY 2019
Domestic	$	(92,883	)	$	(130,149	)
Foreign		87,702			35,907
Total pre-tax loss	$	(5,181	)	$	(94,242	)

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

	Year Ended December 31, 2020			Year Ended December 31, 2019
Current:
Federal	$	(6,509	)	$	(1,012	)
State and local		21			(10	)
Foreign		3,552			6,785
Total current	$	(2,936	)	$	5,763
Deferred:
Federal		(185	)		23
State and local		402			(103	)
Foreign		514			—
Total deferred		731			(80	)
Total Provision	$	(2,205	)	$	5,683

As of December 31, 2020, the Company is not indefinitely reinvested in any foreign earnings.

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

	2020			2019
State net operating loss carryforwards	$	6,117		$	4,064
U.S. Federal net operating loss carryforwards		54,349			36,391
Receivable reserves		1,344			280
Interest expense limitation		20,387			16,779
Intangibles		59,358			96,177
Equity compensation		1,988			1,838
Foreign Tax Credit		8,722			5,252
Other		5,895			9,293
Total deferred tax assets		158,160			170,074
Valuation allowance		(136,661	)		(143,453	)
Net deferred tax assets	$	21,499		$	26,621
Depreciation		—			(284	)
Convertible notes		(5,917	)		(6,451	)
Investment in joint ventures		(20,778	)		(24,350	)
Total deferred tax liabilities		(26,695	)		(31,085	)
Total net deferred tax liabilities	$	(5,196	)	$	(4,464	)
Balance Sheet detail on total net deferred tax    assets (liabilities):
Non-current portion of net deferred tax assets		—			—
Non-current portion of net deferred tax liabilities	$	(5,196	)	$	(4,464	)

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The following is a rate reconciliation between the amount of income tax provision (benefit) at the Federal rate of 21% and provision (benefit) from taxes on loss before income taxes for FY 2020 and FY 2019, respectively:

	2020			2019
Income tax benefit computed at the federal rate of 21%	$	(1,089	)	$	(19,791	)
Increase (reduction) in income taxes resulting from:
State and local income taxes (benefit), net of federal    income tax		420			(115	)
Non-controlling interest		(1,146	)		(2,552	)
Valuation allowance		1,330			21,842
Interest on income tax receivable		—			(1,253	)
Non-deductible interest expense		1,143			1,192
Non-deductible executive compensation		332			150
Foreign Earnings (rate differential)		3,467			8,300
Prior Year True Up		(8	)		(2,400	)
US Tax Reform / CARES Act		(6,686	)		23
Other, net		32			287
Total	$	(2,205	)	$	5,683

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

The Company files income tax returns in the U.S. federal and various state and local jurisdictions. For federal income tax purposes, during FY 2020, the Internal Revenue Service initiated an audit of the Company’s 2018 federal tax return. The audit is currently ongoing. The Company also files returns in numerous foreign jurisdictions that have varied years remaining open for examination, but generally the statute of limitations is three to four years from when the return is filed.

At December 31, 2020 and December 31, 2019, the total unrecognized tax benefit was approximately $0 million for both periods.  Approximately $0 million of unrecognized tax benefits at December 31, 2020 would affect the Company's effective tax rate if recognized.

The Company is continuing its practice of recognizing interest and penalties to income tax matters in income tax expense. Total interest related to uncertain tax positions for FY 2020 and FY 2019 was $0 million for both periods. 

16. Accumulated Other Comprehensive Loss

The following table sets forth the activity in accumulated other comprehensive loss for the years ended December 31, 2020 and December 31, 2019:

	Year ended December, 31
Accumulated Other Comprehensive Loss	2020			2019
Beginning Balance	$	(54,643	)	$	(53,068	)
Foreign currency translation income (loss)		12,018			(1,575	)
Current period other comprehensive income (loss)		12,018			(1,575	)
Balance at December 31,	$	(42,625	)	$	(54,643	)

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17. Segment and Geographic Data

The Company identifies its operating segments for which separate financial information is available and for which segment results are evaluated regularly by the Chief Executive Officer, the Company’s Chief Operating Decision Maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company discloses the following operating segments: women’s, men’s, home, and international. Since the Company does not track, manage and analyze its assets by segments, no disclosure of segmented assets is reported.  

The reportable operating segments described below represent the Company’s activities for which separate financial information is available and which is utilized on a regular basis by the Company’s CODM to evaluate performance and allocate resources.  In identifying the Company’s operating segments, the Company considers its management structure and the economic characteristics, customers, sales growth potential and long-term profitability of its operating segments.  As such, the Company configured its operations into the following four operating segments:

• Women’s segment – consists of the Company’s women’s brands in the United States.

• Men’s segment – consists of the Company’s men’s brands in the United States.

• Home segment – consists of the Company’s home brands in the United States.

• International segment – consists of the Company’s men’s, women’s and home brands in international markets.

Items not allocated to any segment are allocated to the Corporate level.  Corporate, for segment reporting purposes, includes compensation, benefits and occupancy costs for corporate employees, as well as other corporate-related expenses such as: audit, legal, and information technology used in managing our business.  

The Company’s Chief Executive Officer has been identified as the CODM.  The Company’s measure of segment profitability is licensing revenue and operating income.  The accounting policies of the Company’s operating segments are the same as those described in Note 1 – Summary of Significant Accounting Policies.

The geographic regions consist of the United States and Other (which principally represent Latin America and Europe). Revenues attributable to each region are based on the location in which licensees are located and where they principally do business.  Refer to Note 2 for further details.

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

	For the Twelve Months Ended December 31,
	2020		2019
Licensing revenue:
Women's	$	25,248	$	37,491
Men's		22,737		36,793
Home		16,194		14,753
International		44,397		59,947
	$	108,576	$	148,984
Operating income (loss):
Women's	$	3,652	$	(961	)
Men's		10,103		24,878
Home		9,486		(4,932	)
International		20,621		23,487
Corporate		23,739		(74,004	)
	$	67,601	$	(31,532	)

96

18. Other Assets- Current and Long-Term

Other Assets – Current

	December 31, 2020		December 31, 2019
Other assets - current consisted of the following:
US federal tax receivables	$	—	$	1,115
Insurance receivable		—		15,000
Prepaid advertising		209		275
Prepaid expenses		678		1,207
Prepaid income taxes		457		1,119
Prepaid insurance		372		2,042
Due from related parties		86		86
Other prepaid taxes		474		596
Other current assets	$	2,276	$	21,440

Other Assets – Long Term

	December 31, 2020		December 31, 2019
Other noncurrent assets consisted of the following:
Prepaid interest	$	4,322	$	4,868
Deposits		357		707
Other noncurrent assets		1,117		1,205
Other noncurrent assets	$	5,796	$	6,780

19. Other Liabilities – Current

As of December 31, 2020 and December 31, 2019, Other current liabilities was $3.9 million and $13.8 million respectively, which related to amounts due to certain joint ventures that are not consolidated with the Company, as well as the current portion of operating lease liabilities.

20. 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 FY 2020 and FY 2019, the Company recorded a $1.6 million currency translation loss and a $0.9 million currency translation loss, respectively, that is included in the consolidated statements 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 FY 2020 and FY 2019, the Company recognized as a component of our comprehensive income (loss), a foreign currency translation gain of $12.0 million and a foreign currency translation loss of $1.6 million, respectively, due to changes in foreign exchange rates.

21. Subsequent Events

As previously disclosed, on January 27, 2021, the “Company, received written confirmation from the Nasdaq Office of General Counsel that the Company has regained compliance with The Nasdaq Stock Market’s (“Nasdaq”) market value of publicly held securities rule, and that the Company is in compliance with other applicable listing standards as of the date thereof. The January 27, 2021 letter also confirmed that the Company’s pending hearing before the Nasdaq Hearings Panel has been cancelled and the

97

Company’s common stock will continue to be listed and traded on the Nasdaq Stock Market. The Company had received notice from the Nasdaq on December 28, 2020 that the Company’s common stock would be delisted if Minimum Market Value was not reestablished.

On February 15, 2021, the Company settled its $2.7 million February 2021 interest obligation on its 5.75% Convertible Notes in shares of its common stock by issuing approximately 1.0 million shares.

On March 23, 2021, the Company completed its previously announced sale of Lee Cooper China for net proceeds of $15.8 million. The Lee Cooper China Sale includes the sale of the Lee Cooper brand in the People’s Republic of China, Hong Kong, Taiwan and Macau. In March of 2021, the Company repaid approximately $11.8 million under the Senior Secured Term Loan with the proceeds received from the Lee Cooper China Sale.

In March 2021, the Company amended its operating agreements with GBG for its MENA Ltd, Iconix Europe and Iconix SE Asia Ltd, joint ventures. The amendments changed the timing of the put/call option windows, to a six-month period commencing July 1, 2022. The Company also amended its operating agreement with Pac Brands USA, Inc. for its Iconix Australia joint venture. The amendment changed the timing of the put/call option to any time after December 31, 2022 and before June 1, 2023.

22. Other Matters

During FY 2020 and FY 2019, the Company included in its selling, general and administrative expenses approximately $9.7 million and $19.6 million, respectively, of charges for professional fees associated with the continuing correspondence with the Staff of the SEC, the SEC investigation and the class action and derivative litigations.

98

EX-21

Exhibit 21

SUBSIDIARIES OF ICONIX BRAND GROUP, INC.

IBG Borrower LLC

a Delaware limited liability company

Bright Star Footwear LLC

a New Jersey limited liability company

Badgley Mischka Licensing LLC

a Delaware limited liability company

IP Holdings and Management Corporation

a Delaware corporation

IP Holdings LLC

a Delaware limited liability company

IP Management LLC

a Delaware limited liability company

Michael Caruso & Co., Inc.

a California corporation

Unzipped Apparel LLC

a Delaware limited liability company

Mossimo Holdings LLC

a Delaware limited liability company

Mossimo, Inc.

a Delaware corporation

OP Holdings LLC

a Delaware limited liability company

OP Holdings and Management Corporation

a Delaware corporation

Studio IP Holdings LLC

a Delaware limited liability company

Studio Holdings and Management Corporation

a Delaware corporation

Official Pillowtex LLC

a Delaware limited liability company

Pillowtex Holdings and Management LLC

a Delaware limited liability company

Scion LLC

a Delaware limited liability company

Artful Holdings LLC

a Delaware limited liability company

IP Holdings Unltd LLC

a Delaware limited liability company

MG Icon LLC

a Delaware limited liability company

Icon Entertainment LLC

a Delaware limited liability company

Hardy Way LLC

a Delaware limited liability company

ZY Holdings LLC

a Delaware limited liability company

ZY Holdings and Management Corporation

a Delaware corporation

Sharper Image Holdings LLC

a Delaware limited liability company

Sharper Image Holdings and Management Corporation

a Delaware corporation

Scion BBC LLC

a Delaware limited liability company

Iconix DE Brand Holdings Corp.

a Delaware corporation

Icon DE Intermediate Holdings LLC

a Delaware limited liability company

Icon DE Holdings LLC

a Delaware limited liability company

Icon NY Holdings LLC

a Delaware limited liability company

Umbro IP Holdings LLC

a Delaware limited liability company

Iconix Luxembourg Holdings S.á.r.l,

a Luxembourg Société à responsabilité limitée

Iconix Brand UK Limited

a United Kingdom private limited company

Iconix Spain Holdings, S.L.

a Spanish Sociedad Unipersonal

Icon Modern Amusement LLC

a Delaware limited liability company

1724982 Alberta ULC

a Canadian unlimited liability company

Iconix Latin America LLC

a Delaware limited liability company

Iconix Europe LLC

a Delaware limited liability company

Hydraulic IP Holdings LLC

a Delaware limited liability company

US Pony Holdings, LLC

a Delaware limited liability company

Diamond Icon Ltd.

a United Kingdom limited company

Icon Brand Holdings LLC

a Delaware limited liability company

Iconix CA Holdings LLC

a Delaware limited liability company

Icon Canada JV Holdings Corp.

a Delaware corporation

Iconix Canada JV Holdings ULC

a Canada unlimited liability company

Iconix Luxembourg LC Holdings S.á.r.l.

a Luxembourg Société à responsabilité limitée

Lee Cooper Brands (Management Services) Ltd.

a United Kingdom limited company

Red Diamond Holdings S.á.r.l

a Luxembourg Société à responsabilité limitée

Umbro Sourcing LLC

a Delaware limited liability company

Iconix China Holdings Limited

a Cayman Islands company

Iconix China Investments Ltd.

a British Virgin Islands company

Iconix China Limited

a Hong Kong limited company

Umbro China Limited

a Hong Kong limited company

Danskin China Limited

a Hong Kong limited company

LC Partners US LLC

a Delaware limited liability company

Iconix Ecom, LLC

a Delaware limited liability company

Starter China Limited

a Hong Kong limited company

Lee Cooper China Limited

a Hong Kong limited company

Iconix MENA Ltd.

a United Kingdom limited company

Iconix Group DMCC

a Dubai limited company

EX-23

Exhibit 23

Consent of Independent Registered Public Accounting Firm

Iconix Brand Group, Inc.

New York, New York

We hereby consent to the incorporation by reference in the Registration Statements on Form S-8 (Nos. 333-224724, 333-215050, 333-184313, and 333-161419) of our report dated March 31, 2021, relating to the consolidated financial statements of Iconix Brand Group, Inc. which appear in this Form 10-K.

/s/ BDO USA, LLP

New York, New York

March 31, 2021

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, Robert C. Galvin, certify that:

1. I have reviewed this Annual Report on Form 10-K for the period ended December 31, 2020 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.

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: March 31, 2021

/s/ Robert C. Galvin

Robert C. Galvin

President and Chief Executive Officer

(Principal 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, John T. McClain, certify that:

1. I have reviewed this Annual Report on Form 10-K for the period ended December 31, 2020 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.

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: March 31, 2021

/s/ John T. McClain

John T. McClain

Executive Vice President and Chief Financial Officer

(Principal Financial and Accounting 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 Annual Report of Iconix Brand Group, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2020 (the “Report”), I, Robert C. Galvin, President and 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) or 15(d) 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/ Robert C. Galvin

Robert C. Galvin

President and Chief Executive Officer

March 31, 2021

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 Annual Report of Iconix Brand Group, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2020 (the “Report”), I, John T. McClain, Executive Vice President and 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) or 15(d) 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 T. McClain

John T. McClain

Executive Vice President and Chief Financial Officer

March 31, 2021

XML

Document and Entity Information - USD ($)
$ in Millions

12 Months Ended

Dec. 31, 2020

Mar. 18, 2021

Jun. 30, 2020

Cover [Abstract]

Document Type

10-K

Amendment Flag

false

Document Period End Date

Dec. 31, 2020

Document Fiscal Year Focus

2020

Document Fiscal Period Focus

FY

Trading Symbol

ICON

Entity Registrant Name

ICONIX BRAND GROUP, INC.

Entity Central Index Key

0000857737

Current Fiscal Year End Date

--12-31

Entity Well-known Seasoned Issuer

No

Entity Current Reporting Status

Yes

Entity Voluntary Filers

No

Entity Filer Category

Non-accelerated Filer

Entity Shell Company

false

Entity Small Business

true

Entity Emerging Growth Company

false

Entity File Number

001-10593

Entity Tax Identification Number

11-2481903

Entity Address, Address Line One

1450 Broadway

Entity Address, City or Town

New York

Entity Address, State or Province

NY

Entity Address, Postal Zip Code

10018

City Area Code

212

Local Phone Number

730-0030

Entity Interactive Data Current

Yes

Title of 12(b) Security

Common Stock, $.001 Par Value

Security Exchange Name

NASDAQ

Entity Incorporation, State or Country Code

DE

Document Annual Report

true

Document Transition Report

false

Documents Incorporated by Reference

Portions of the registrant’s definitive Proxy Statement relating to the registrant’s 2021 Annual Meeting of Stockholders, to be filed with the U.S. Securities and Exchange Commission within 120 days following the end of the registrant’s fiscal year, are incorporated by reference in Part III of this annual report on Form 10-K as indicated herein.

Entity Common Stock, Shares Outstanding

14,440,446

Entity Public Float

$ 10.5

ICFR Auditor Attestation Flag

false

XML

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Current Assets:
Cash and cash equivalents (includes VIE assets of $7,332 and $8,397, respectively)	$ 49,797	$ 55,465
Restricted cash	9,380	15,946
Accounts receivable, net (includes VIE assets of $3,237 and $8,673, respectively)	24,736	31,368
Contract asset (includes VIE assets of $689 and $548, respectively)	13,842	9,448
Other assets – current (includes VIE assets of $806 and $6,444, respectively)	2,276	21,440
Total Current Assets	100,031	133,667
Property and equipment:
Furniture, fixtures and equipment	20,672	20,087
Less: Accumulated depreciation	(18,703)	(17,545)
Property, Plant and Equipment, Net, Total	1,969	2,542
Other Assets:
Other assets	5,796	6,780
Contract asset (includes VIE assets of $2,692 and $1,593, respectively)	11,415	11,807
Right-of-use asset	4,894	6,254
Trademarks and other intangibles, net (includes VIE assets of $114,263 and $117,744, respectively)	246,786	274,084
Investments and joint ventures	15,746	44,827
Goodwill	26,099	26,099
Other Assets, Total	310,736	369,851
Total Assets	412,736	506,060
Current Liabilities:
Accounts payable and accrued expenses (includes VIE liabilities of $1,685 and $5,243, respectively)	29,847	49,512
Deferred revenue (includes VIE liabilities of $1,085 and $422, respectively)	5,093	4,701
Current portion of long-term debt	28,433	61,976
Other liabilities – current	3,864	13,775
Total Current Liabilities	67,237	129,964
Deferred income tax liability	5,196	4,464
Long-term debt, less current maturities (includes $50,868 and $47,277, respectively, at fair value)	535,968	583,745
Other liabilities (includes VIE liabilities of $1,604 and $0, respectively)	28,603	7,794
Total Liabilities	637,004	725,967
Redeemable Non-Controlling Interest	24,321	33,069
Commitments and contingencies
Stockholders’ Deficit:
Common stock, $.001 par value shares authorized 260,000; shares issued 16,650 and 15,138, respectively	16	15
Additional paid-in capital	1,047,504	1,045,307
Accumulated losses	(435,562)	(427,126)
Accumulated other comprehensive loss	(42,625)	(54,643)
Less: Treasury stock – 3,490 and 3,421 shares at cost, respectively	(844,526)	(844,442)
Total Iconix Brand Group, Inc. Stockholders’ Deficit	(275,193)	(280,889)
Non-Controlling Interest	26,604	27,913
Total Stockholders’ Deficit	(248,589)	(252,976)
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Deficit	$ 412,736	$ 506,060

XML

Consolidated Balance Sheets (Parenthetical) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Cash and cash equivalents, VIE assets	$ 49,797	$ 55,465
Accounts receivable, net, VIE assets	24,736	31,368
Contract assets, current, VIE assets	13,842	9,448
Other assets – current, VIE assets	2,276	21,440
Contract assets, long term, VIE assets	11,415	11,807
Trademarks and other intangibles, net, VIE assets	246,786	274,084
Accounts payable and accrued expenses, VIE liabilities	29,847	49,512
Deferred revenue, VIE liabilities	5,093	4,701
Long-term debt, fair value	50,868	47,277
Other liabilities, VIE liabilities	$ 28,603	$ 7,794
Common stock, par value	$ 0.001	$ 0.001
Common stock, shares authorized	260,000,000	260,000,000
Common stock, shares issued	16,650,000	15,138,000
Treasury stock, shares	3,490,000	3,421,000
Variable Interest Entity, Primary Beneficiary
Cash and cash equivalents, VIE assets	$ 7,332	$ 8,397
Accounts receivable, net, VIE assets	3,237	8,673
Contract assets, current, VIE assets	689	548
Other assets – current, VIE assets	806	6,444
Contract assets, long term, VIE assets	2,692	1,593
Trademarks and other intangibles, net, VIE assets	114,263	117,744
Accounts payable and accrued expenses, VIE liabilities	1,685	5,243
Deferred revenue, VIE liabilities	1,085	422
Other liabilities, VIE liabilities	$ 1,604	$ 0

XML

Consolidated Statement of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Statement [Abstract]
Licensing revenue	$ 108,576	$ 148,984
Type of Revenue [Extensible List]	us-gaap:LicenseMember	us-gaap:LicenseMember
Selling, general and administrative expenses	$ 59,398	$ 84,748
Depreciation and amortization	1,196	1,816
Equity (earnings) loss on joint ventures	1,364	(14)
Gain on sale of investment	(1,600)
Gain on sale of trademarks	(74,105)
Asset impairment	62	1,766
Investment impairment	19,607	26,613
Trademark impairment	35,053	65,587
Operating income (loss)	67,601	(31,532)
Other expenses (income):
Interest expense	67,694	56,921
Interest income	(52)	(360)
Other loss, net	3,570	5,291
Foreign currency translation loss	1,570	858
Other expenses – net	72,782	62,710
Loss before income taxes	(5,181)	(94,242)
(Benefit) Provision for income taxes	(2,205)	5,683
Net loss	(2,976)	(99,925)
Less: Net income attributable to non-controlling interest	4,360	9,597
Net loss attributable to Iconix Brand Group, Inc.	$ (7,336)	$ (109,522)
Loss per share:
Basic	$ (0.60)	$ (10.37)
Diluted	$ (0.60)	$ (10.37)
Weighted average number of common shares outstanding:
Basic	12,334	10,559
Diluted	12,334	10,559

XML

Consolidated Statements of Comprehensive Loss - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Statement Of Income And Comprehensive Income [Abstract]
Net loss	$ (2,976)	$ (99,925)
Other comprehensive income (loss):
Foreign currency translation income (loss)	12,018	(1,575)
Total other comprehensive income (loss)	12,018	(1,575)
Comprehensive income (loss)	9,042	(101,500)
Less: comprehensive income attributable to non-controlling interest	4,360	9,597
Comprehensive income (loss) attributable to Iconix Brand Group, Inc.	$ 4,682	$ (111,097)

XML

Consolidated Statements of Stockholders' Deficit - USD ($) shares in Thousands, $ in Thousands	Total	5.75% Convertible Notes	Common Stock	Common Stock 5.75% Convertible Notes	Additional Paid-in Capital	Additional Paid-in Capital 5.75% Convertible Notes	Accumulated Deficit	AOCI Attributable to Parent	Treasury Stock	Noncontrolling Interest
Beginning Balance at Dec. 31, 2018	$ (145,735)		$ 11		$ 1,037,372		$ (312,796)	$ (53,068)	$ (844,253)	$ 26,999
Beginning Balance (in shares) at Dec. 31, 2018			11,162
Shares issued on vesting of restricted stock (in shares)			249
Equity compensation expense	971				971
Shares issued on conversion of 5.75% Convertible Notes	6,225	$ 6,229		$ 4		$ 6,225
Shares issued on conversion of 5.75% Convertible Notes (in shares)				3,727
Re-purchase of Umbro China Equity	(1,265)				(770)					(495)
Shares repurchased on vesting of restricted stock	(189)								(189)
Reclass from redeemable NCI	(856)									(856)
Change in redemption value of redeemable non-controlling interest holders	1,586				1,586
Net (loss) income	(100,047)						(109,522)			9,475
Foreign currency translation	(1,652)				(77)			(1,575)
Distributions to joint venture partners	(12,018)						(4,808)			(7,210)
Ending Balance at Dec. 31, 2019	(252,976)		$ 15		1,045,307		(427,126)	(54,643)	(844,442)	27,913
Ending Balance (in shares) at Dec. 31, 2019			15,138
Shares issued on vesting of restricted stock (in shares)			196
Shares issued on payment of interest of 5.75% Convertible Notes	1,423		$ 1		1,422
Shares issued on payment of interest of 5.75% Convertible Notes (in shares)			1,316
Equity compensation expense	804				804
Shares repurchased on vesting of restricted stock	(84)								(84)
Change in redemption value of redeemable non-controlling interest holders	(29)				(29)
Net (loss) income	(2,980)						(7,336)			4,356
Foreign currency translation	12,018							12,018
Distributions to joint venture partners	(6,765)						(1,100)			(5,665)
Ending Balance at Dec. 31, 2020	$ (248,589)		$ 16		$ 1,047,504		$ (435,562)	$ (42,625)	$ (844,526)	$ 26,604
Ending Balance (in shares) at Dec. 31, 2020			16,650

XML

Consolidated Statements of Stockholders' Deficit (Parenthetical)	Dec. 31, 2020	Dec. 31, 2019
Percentage of conversion of convertible notes	5.75%
5.75% Convertible Notes
Percentage of conversion of convertible notes	5.75%	5.75%

XML

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Cash flows from operating activities:
Net loss	$ (2,976)	$ (99,925)
Adjustments to reconcile net loss to net cash provided by operating activities:
Depreciation and amortization	1,196	1,816
Amortization of deferred financing costs and debt discount	9,794	12,463
Interest expense on 5.75% Convertible Notes paid in shares	1,423
Stock-based compensation expense	804	971
Provision for doubtful accounts	1,685	(1,107)
Periodic lease cost	2,243	2,124
(Earnings) loss on equity investments in joint ventures	1,364	(14)
Distributions from equity investments	3,928	2,681
Contract asset impairment	4,467	5,143
Asset impairment	62	1,766
Trademark impairment	35,053	65,587
Impairment of equity method investment	19,607	26,613
Mark to market adjustment on convertible note	3,590	3,861
Loss (gain) on debt to equity conversions		1,310
Gain on sale of trademarks and other investments	(75,705)	(141)
Income on other equity investment		294
Deferred income tax expense	731	(80)
(Gain) Loss on foreign currency translation	1,570	858
Changes in operating assets and liabilities:
Accounts receivable	4,020	6,927
Other assets – current	4,788	12,173
Other assets	(937)	(1,882)
Deferred revenue	(104)	29
Accounts payable and accrued expenses	(14,902)	(8,836)
Other liabilities	18,722	(2,319)
Net Cash provided by operating activities	20,423	30,312
Cash flows provided by (used in) investing activities:
Purchases of property and equipment	(602)	(626)
Acquisition of trademarks and other investments	(2,358)	(6,001)
Issuance of loan to equity investee	(2,750)
Proceeds from loan to equity investee	2,750
Proceeds from sale of trademarks and investments	80,101	18,695
Net cash provided by investing activities	77,141	12,068
Cash flows (used in) financing activities:
Payment of long-term debt	(96,012)	(41,171)
Proceeds from Paycheck Protection Program Loan	1,307
Distributions to non-controlling interests	(6,765)	(12,018)
Distributions to redeemable non-controlling interests	(8,785)	(461)
Cost of shares repurchased on vesting of restricted stock	(84)	(189)
Net cash (used in) financing activities	(110,339)	(53,839)
Effect of exchange rate changes on cash and restricted cash	541	235
Net increase (decrease) in cash and cash equivalents, and restricted cash	(12,234)	(11,224)
Cash, cash equivalents, and restricted cash, beginning of period	71,411	82,635
Cash, cash equivalents, and restricted cash, end of period	59,177	71,411
Cash paid during the period:
Income taxes (net of refunds received)	(1,615)	(8,704)
Interest	35,217	45,066
Non-cash investing and financing activities:
Non-cash additions to operating lease assets	$ 288	10,462
Non-cash repurchase of China JV equity		1,265
Shares issued upon conversion of debt to equity		$ 6,225

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Consolidated Statements of Cash Flows (Parenthetical)	Dec. 31, 2020
Statement Of Cash Flows [Abstract]
Percentage of conversion of convertible notes	5.75%

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The Company

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

The Company

The Company

General

Iconix Brand Group is a brand management company and owner of a diversified portfolio of approximately 30 global consumer brands across the Company’s operating segments:  women’s, men’s, home and international. 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.  

At December 31, 2020, the Company’s brand portfolio includes Candie’s ^®, Bongo ^®, Joe Boxer ^®, Rampage ^®, Mudd ^® , London Fog ^®, Mossimo ^®, Ocean Pacific/OP ^®, Danskin /Danskin Now ^®, Rocawear ^®, Cannon ^® , Royal Velvet ^® , Fieldcrest ^®, Charisma ^®, Starter ^®, Waverly ^®, Ecko Unltd ^® /Mark Ecko Cut & Sew ^®, Zoo York ^®, Umbro ^®, Lee Cooper ^®, and Artful Dodger ^®; and interests in Material Girl ^®, Ed Hardy ^®, Truth or Dare ^®, Modern Amusement ^®, Buffalo ^®, Hydraulic ^®, and PONY ^®.

The Company principally looks to monetize the IP related to its brands throughout the world and in all relevant categories primarily by licensing directly with leading retailers, through 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 (e.g. Wal-Mart) to better department stores (e.g., Macy’s). The licensees are generally 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. The 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 ourselves across a multitude of regional or local offices. Since September 2008, the Company has established the following international joint ventures: Iconix China, Iconix Latin America, Iconix Europe, Iconix India, Iconix Canada, Iconix Australia, Iconix Southeast Asia, Iconix Israel, Iconix Middle East, Umbro China, Danskin China, Starter China and Lee Cooper China.  Note that the Company now maintains a 100% ownership interest in, Iconix Latin America and Iconix Canada. In 2020, the Company sold all of its equity interests in Starter China and Umbro China, and has entered into an agreement to sell all of its interests in Lee Cooper China which was completed on March 23, 2021. Refer to Note 4 for further details.

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

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Summary of Significant Accounting Policies

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Significant Accounting Policies

1. Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and, in accordance with U.S. GAAP and accounting for variable interest entities (where the Company is the primary beneficiary) and majority owned subsidiaries, the Company consolidates twelve joint ventures (Hardy Way, Icon Modern Amusement, Alberta ULC, Iconix Europe, Hydraulic IP Holdings, US PONY Holdings, Diamond Icon, Iconix Israel, Iconix Middle East, Danskin China, Lee Cooper China and Iconix Australia; see Note 4 for explanation). All significant intercompany transactions and balances have been eliminated in consolidation.

These consolidated financial statements are prepared on a going concern basis that contemplates the realization of cash flows from assets and discharge of liabilities, in each case, in the ordinary course of business consistent with the Company’s prior periods.  

In accordance with Accounting Standards Codification (“ASC”) 810—Consolidation (“ASC 810”), the Company evaluates the following criteria to determine the accounting for its joint ventures:  1) consideration of whether the joint venture is a variable interest entity which includes reviewing the corporate structure of the joint venture, the voting rights, and the contributions of the Company and the joint venture partner to the joint venture,  2) if the joint venture is a VIE, whether or not the Company is the primary beneficiary, a determination based upon a variety of factors, including: i) the presence of installment payments, which constitutes a de facto agency relationship between the Company and the joint venture partner, and ii) an evaluation of whether the Company or the joint venture partner is more closely associated with the joint venture.  If the Company determines that the entity is a variable interest entity and the Company is the primary beneficiary, then the joint venture is consolidated.  For those entities that are not considered variable interest entities, or are considered variable interest entities but the Company is not the primary beneficiary, the Company uses the equity method as set forth in ASC 323—Investments (“ASC 323”), to account for those investments and joint ventures which are not required to be consolidated under US GAAP.  Refer to Note 4 for further details.

Liquidity

These consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities, in each case, in the ordinary course of business consistent with the Company’s prior periods.  The Company has experienced substantial and recurring losses from operations, which losses have caused an accumulated deficit of $435.6 million as of December 31, 2020. Net losses incurred for the years ended December 31, 2020 and December 31, 2019 amounted to approximately $(3.0) million and $(99.9) million respectively. The Company has generated positive cash flows from operations in recent periods and has managed its cost structure, its relationships with licensees and sold non-strategic assets to mitigate the adverse impact of the COVID-19 pandemic on its operating results, liquidity and financial condition. The Company does not expect the occurrence of any payment defaults on its outstanding debt facilities in the next twelve months, and otherwise expects to generate sufficient cash to meet its operating cash flow needs and maintain compliance with the financial covenants set forth in its various debt facilities during such period. Accordingly, the Company believes there is no longer substantial doubt the Company can continue as an ongoing business for the next twelve months.

Reverse Stock Split

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

Business Combinations, Joint Ventures and Investments

The purchase method of accounting requires that the total purchase price of an acquisition be allocated to the assets acquired and liabilities assumed based on their fair values on the date of the business acquisition. The results of operations from the acquired businesses are included in the accompanying consolidated statements of operations from the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. For further information on the Company’s accounting for joint ventures and investments, refer to Note 4.

Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company reviews all significant estimates affecting the financial statements on a recurring basis and records the effect of any adjustments when necessary.

Cash and Cash Equivalents

Cash and cash equivalents consist of actual cash as well as cash equivalents, defined as short-term, highly liquid financial instruments with insignificant interest rate risk that are readily convertible to cash and have maturities of three months or less from the date of purchase.  In addition, as of December 31, 2020, approximately $15.0 million, or 25 %, of our total cash (including restricted cash) was held in foreign subsidiaries. The Company has elected to treat its Luxembourg top tier subsidiary (“Luxco”) for US tax purposes.  All the foreign operations under Luxco are treated as a branch for US tax purposes and subject to US taxation.  As such, the Company will not have any earnings in foreign subsidiaries that are not currently subject to taxation for US purposes.  

Restricted Cash

Restricted cash consists of actual cash deposits held in accounts primarily for debt service, as well as cash equivalents, defined as short-term, highly liquid financial instruments with insignificant interest rate risk that are readily convertible to cash and have maturities of three months or less from the date of purchase, the restrictions on all of which lapse every three months or less.

Concentration of Credit Risk

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

One customer accounted for 10 % of the Company’s total revenue for the year ended December 31, 2020 (“FY 2020”) as compared to two customers accounting for 12% and 11% respectively, of the Company’s total revenue for the year ended December 31, 2019 (“FY 2019).

Accounts Receivable

Accounts receivable are reported at amounts the Company expects to be collected, net of provision for doubtful accounts, based on the Company’s ongoing discussions with its licensees, and its evaluation of each licensee’s payment history and account aging. As of December 31, 2020 and 2019, the Company’s provision for doubtful accounts was $6.5 million and $14.3 million, respectively.

One customer accounted for 10% of the Company’s accounts receivable as of December 31, 2020 as compared with one customer accounting for 16% of the Company’s accounts receivable as of December 31, 2019.

Derivatives

The Company does not use financial instruments for trading or other speculative purposes. From time to time the Company uses derivative financial instruments to hedge the variability of anticipated cash flows of a forecasted transaction (a “cash flow hedge”). The Company had no such derivative instruments in FY 2020 or FY 2019.

Restricted Stock

Compensation cost for restricted stock is measured using the quoted market price of the Company’s common stock at the date the common stock is granted. For restricted stock where restrictions lapse with the passage of time (“time-based restricted stock”), compensation cost is recognized over the period between the issue date and the date that restrictions lapse. Time-based restricted stock is included in total common shares outstanding upon the lapse of any restrictions. Time-based restricted stock is included in total diluted shares outstanding which is calculated utilizing the treasury stock method.

For restricted stock where restrictions are based on performance measures (“performance-based restricted stock”), restrictions lapse when those performance measures have been deemed earned. Performance-based restricted stock is included in total common shares outstanding upon the lapse of any restrictions. Performance-based restricted stock is included in total diluted shares outstanding when the performance measures have been deemed earned but not issued.  

For restricted stock, which is measured based on market conditions, the Company values the stock utilizing a Monte Carlo simulation factoring key assumptions such as the stock price at the beginning and end of the period, risk free interest rate, expected dividend yield when simulating total shareholder return, expected dividend yield when simulating the Company’s stock price, stock price volatility and correlation coefficients.  Restricted stock based on market conditions is included in total common shares outstanding upon the achievement of the performance metrics.  Restricted stock based on market conditions is included in total diluted shares outstanding when the performance metrics have been deemed earned but not issued.

Treasury Stock

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

Deferred Financing Costs

The Company incurred costs (primarily professional fees and placement agent fees) in connection with borrowings under senior secured notes, the Senior Secured Term Loan and the 2016 Senior Secured Term Loan. These costs have been deferred and are being amortized using the effective interest method over the life of the related debt.

Property, Equipment, Depreciation and Amortization

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

Operating Leases

We determine if an arrangement contains a lease at inception. An arrangement contains a lease if it implicitly or explicitly identifies an asset to be used and conveys the right to control the use of the identified asset in exchange for consideration. As a lessee, we include operating leases in Right-of-use (“ROU”) -assets within non-current assets, Other liabilities – Current, and Other liabilities in our consolidated balance sheet.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized upon commencement of the lease based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we generally use our incremental borrowing rate based on the estimated rate of interest for fully amortizing borrowings over a similar term of the lease payments at commencement date to determine the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Expenses associated with operating leases are included in “Selling, general and administrative” within our Consolidated Statement of operations. Leases with a lease term of 12 months or less are not capitalized.

Long-Lived Assets

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

Assumptions used in our fair value estimates are as follow: (i) discount rates; (ii) royalty rates; (iii) projected average revenue growth rates; and (iv) projected long-term growth rates. The testing also factors in economic conditions and expectations of management and may change in the future based on period-specific facts and circumstances. During FY 2020, the Company recorded an impairment charge of $19.6 million resulted from a decline in the fair value of our Ecko Mark/Ecko joint venture in China and our equity interest in our Candies joint venture in China which was impacted by the effects of COVID-19 in that market. During FY 2019, the Company recorded an impairment charge in the amount of $17.0 million based on the estimated value that was to be realized on the disposition of the Company’s equity interest in Marcy Media Holdings, LLC, and an $9.6 million (inclusive of a $2.6 million of write off of advances made to the entity) impairment to its investment in MG Icon based on the poor performance of MG Icon. Refer to Note 4 for further details.

Goodwill and Trademarks

Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations accounted for under the purchase method of accounting. On an annual basis and as needed, the Company tests goodwill and indefinite life trademarks for impairment utilizing discounted cash flow models. Other intangibles with determinable lives, including certain trademarks, license agreements and non-compete agreements, are evaluated for the possibility of impairment when certain indicators are present, and are otherwise amortized on a straight-line basis over the estimated useful lives of the assets (currently ranging from 1 to 15 years).  Assumptions used in our fair value estimates are as follow: (i) discount rates; (ii) royalty rates; (iii) projected average revenue growth rates; and (iv) projected long-term growth rates. The testing also factors in economic conditions and expectations of management and may change in the future based on period-specific facts and circumstances.  The Company did not record any impairment charges for goodwill for FY 2020 and FY 2019, respectively.  In the FY 2020 and FY 2019, the Company recognized non-cash impairment charge for trademarks of $35.1 million and $65.6 million, respectively.  Refer to Note 3 for further details.

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.

Revenue Recognition

The Company enters into various license agreements that provide revenues based on minimum royalties and advertising/ marketing fees and additional revenues based on a percentage of defined sales. Minimum royalty and advertising/ marketing revenue is recognized on a straight-line basis over the full contract term.  Minimum royalties that escalate on an annual basis over the contract term are recognized on a straight-line basis over the full contract term.  Royalties exceeding the defined minimum amounts in a specific contract year (sales-based royalties), as defined in each license agreement, are recognized only in the subsequent periods to when the minimum guarantee for the contract year has been achieved and when the later of the following events occur: (i) the subsequent sale occurs, or (ii) the performance obligation to which some or all of the sales-based royalty has been allocated has been satisfied (or partially satisfied).

Foreign Currency

The Company’s consolidated joint ventures’ functional currency is U.S. dollars.  The functional currencies of the Company’s international subsidiaries are the local currencies of the countries in which the subsidiaries are located. Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the consolidated balance sheet date. Results of operations and cash flows are translated using the average exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of shareholders’ equity in accumulated other comprehensive income (loss).  

Taxes on Income

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

Earnings (Loss) Per Share

Basic earnings (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the effect of common shares issuable upon exercise of stock options, vesting of restricted stock, and potential conversion of our convertible debt. The difference between reported basic and diluted weighted-average common shares results from the assumption that all dilutive stock options, convertible debt and restricted stock outstanding were exercised into common stock.

We may be required to calculate basic earnings (loss) per share using the two-class method as a result of the Company’s redeemable non-controlling interests.  To the extent that the redemption value increases and exceeds the then-current fair value of a redeemable non-controlling interest, net (loss) income attributable to Iconix Brand Group, Inc. (used to calculate earnings (loss) per share) could be negatively impacted by that increase, subject to certain limitations.  The partial or full recovery of any reductions to net (loss) attributable to Iconix Brand Group, Inc. (used to calculate earnings (loss) per share) is limited to any cumulative prior-period reductions. Refer to Note 10 for further details.

Advertising Campaign Costs

Advertising costs such as print and online media are expensed when the advertisement first occurs. Advertising expenses for FY 2020 and FY 2019 amounted to $5.5 million, and $13.7 million, respectively.

The Company also incurs co-operative advertising costs that represent reimbursements to certain licensees for shared marketing expenses related to the sale of its products.  In accordance with ASC 606, these reimbursements are recorded as a reduction to licensing revenue.

Comprehensive Income (Loss)

Comprehensive income (loss) includes certain gains and losses that, under U.S. GAAP, are excluded from net income (loss) as such amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s comprehensive income (loss) is primarily comprised of net income (loss), and foreign currency translation.

New Accounting Standards

In June 2016, the FASB issued ASU No. 2016-13 – Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses. The new standard applies to financial assets measured at amortized cost basis, including receivables that result from revenue transactions and held-to-maturity debt securities. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Management is currently evaluating the impact of this ASU on its consolidated financial statements.

In February 2017, the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350):  Simplifying the Test for Goodwill Impairment”, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment.  The ASU is effective for public business entities for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019.  This ASU should be applied prospectively.  Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.  The Company adopted the new standard on January 1, 2020. The new standard did not have a material impact to the Company’s financial statements.

Correction of Immaterial Errors

During the fourth quarter of FY 2020, the Company determined certain income tax transactions as well as previously identified expense and equity transactions were incorrectly recorded by the Company in the fourth quarter of FY2019 in the Company’s consolidated financial statements and have been corrected in the consolidated financial statements included in this Form 10-K. Management evaluated the materiality of these errors from a quantitative and qualitative perspective and concluded that the adjustments related to these transactions individually and in aggregate were not material to any of the Company’s previously issued financial statements and disclosures.  However, the cumulative impact of these out-of-period adjustments were material to the financial statements for the three and twelve months ended December 31, 2020. Accordingly, no amendments to previously filed reports are deemed necessary. A summary of the effects of these revisions for FY 2019 and 2020 quarterly financial statements are presented below. The information in the tables below represent the statement of operations and balance sheet line items affected by the revisions. There was no impact to net cash provided by operating activities in in any period. The financial information included in the accompanying financial statements and notes thereto reflect the effects of the corrections and other adjustments described in the preceding discussion and following tables.

Revised Consolidated Statement of Operations (in thousands, except earnings per share data)
	For the Twelve Months Ended December 31, 2019
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	83,996		$	752		$	84,748
Operating Income (loss)		(30,780	)		(752	)		(31,532	)
Interest expense		57,264			(343	)		56,921
Loss before income taxes		(93,833	)		(409	)		(94,242	)
Provision for income taxes		8,083			(2,400	)		5,683
Net loss		(101,916	)		1,991			(99,925	)
Net loss per share - basic and diluted	$	(10.56	)	$	0.19		$	(10.37	)
Revised Consolidated Balance Sheets (in thousands)
	December 31, 2019
	As Reported			Adjustments			As Revised
Accounts payable and accrued expenses	$	51,503		$	(1,991	)	$	49,512
Total current liabilities		131,955			(1,991	)		129,964
Redeemable Non-Controlling Interest		34,461			(1,392	)		33,069
Accumulated deficit		(429,117	)		1,991			(427,126	)
Non-Controlling Interest		26,521			1,392			27,913
Total Stockholders' Deficit		(256,359	)		3,383			(252,976	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Three Months Ended March 31, 2020
	As Reported			Adjustments			As Revised
Interest expense	$	16,713		$	343		$	17,056
Net loss		(20,658	)		(343	)		(21,001	)
Net loss per share - basic and diluted	$	(1.86	)	$	(0.03	)	$	(1.89	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Three Months Ended June 30, 2020
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	14,978		$	(216	)	$	14,762
Operating Income (loss)		3,549			216			3,765
Net loss		(15,680	)		216			(15,464	)
Net loss per share - basic and diluted	$	(1.46	)	$	0.02		$	(1.44	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Six Months Ended June 30, 2020
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	32,128		$	(216	)	$	31,912
Operating Income (loss)		(1,303	)		216			(1,087	)
Interest expense		33,760			343			34,103
Net loss		(36,339	)		(127	)		(36,466	)
Net loss per share - basic and diluted	$	(3.32	)	$	(0.01	)	$	(3.33	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Nine Months Ended September 30, 2020
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	42,043		$	(216	)	$	41,827
Operating Income (loss)		65,047			216			65,263
Interest expense		52,249			343			52,592
Net Income (loss)		10,363			(127	)		10,236
Earnings (loss) per share - basic	$	0.55		$	(0.01	)	$	0.54
Earnings (loss)  per share - diluted	$	0.37		$	—		$	0.37

Reclassifications

During the current year certain reclassifications, which were immaterial, have been made to conform prior year data to the current presentation. During FY 2019, the Company also made a reclassification between redeemable noncontrolling interest and noncontrolling interest.  

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Revenue Recognition

12 Months Ended

Dec. 31, 2020

Revenue From Contract With Customer [Abstract]

Revenue Recognition

2. Revenue Recognition

 Licensing Revenue

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

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

The Company’s license agreements typically require the licensee to pay the Company royalties based upon net sales with guaranteed minimum royalties.  The Company’s licenses also typically require the licensees to pay to the Company certain minimum amounts for the advertising and marketing of the respective licensed brands.  

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

Within the Company’s International segment, the Umbro business purchases of certain products and samples for resale to certain licensees. The Company generally does this as an accommodation to its licensees to consolidate ordering from the manufacturers. The revenue associated with such activity is included in licensing revenue and was approximately $0.9 million for FY 2020 and the associated cost of goods sold is included in selling general and administrative expenses and was approximately $0.8 million. There was approximately $0.9 million and $0.9 million, respectively, of such sales and corresponding cost of goods sold in FY 2019.  Revenue for these sales are recognized upon the transfer of control of the promised product to the customer or licensee in an amount that reflects the consideration that we expect to receive in exchange for these products.

The following table presents our revenues disaggregated by license type:

	For the Year Ended December 31,
	2020		2019
Licensing revenue by license type:
Direct-to-retail license	$	31,066	$	42,818
Wholesale licenses		76,470		105,059
Other licenses (1)		1,040		1,107
	$	108,576	$	148,984

⁽¹⁾ Included in Other licenses for FY 2020 is $0.9 million of revenue associated with the Umbro business purchases discussed above as compared to $0.9 million for FY 2019.

The following table represents our revenues disaggregated by geography:

	For the Year Ended December 31,
	2020		2019
Total licensing revenue by geographic region:
United States	$	65,000	$	88,444
Other (1)		43,576		60,540
	$	108,576	$	148,984

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

Remaining Performance Obligation

We enter into long-term license agreements with our licensees across all operating segments.  Revenues are recognized on a straight-line basis consistent with the nature, timing and extent of our services, which primarily relate to the ongoing brand management and maintenance of the intellectual property.  As of January 1, 2021, the Company and its joint ventures had a contractual right to receive approximately $380.9 million of aggregate minimum licensing revenue through the balance of their current licenses, excluding any renewals. Pursuant to these agreements, the Company expects to recognized revenue as follows: $63.4 million, $61.7 million, $58.2 million, $46.9 million, $39.5 million and $111.2 million for FY 2021, FY 2022, FY 2023, FY 2024, FY 2025 and thereafter, respectively.

Contract Balances

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

Contract Asset

We record contract assets when revenue is recognized in advance of cash payment being due from our licensees.  Contract assets due within one year of the most recent balance sheet date are recorded within Other assets – current and long-term contract assets are recorded within Other assets on the Company’s consolidated balance sheet.  As of December 31, 2020 and December 31, 2019, our contract assets – current and long-term contract assets were $13.8 million and $11.4 million, and $9.4 million and $11.8 million respectively.  For the years ended December 31, 2020 and December 31, 2019, the Company incurred an impairment loss of its contract assets of $4.5 million and $5.1 million, respectively, as a result of impairments or certain contract modifications.

Deferred Revenue

We record deferred revenue when cash payment is received or due in advance of our performance, including amounts which are refundable.  Advanced royalty payments are recognized ratably over the period indicated by the terms of the license and are reflected in the Company’s consolidated balance sheet in deferred revenue at the time the payment is received.  The decrease in deferred revenues for FY 2020 is inclusive of $4.1 million of revenues recognized that were included in the deferred revenue balance at the beginning of the period offset by cash payments received or due in advance of satisfying our performance obligations.

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Goodwill and Trademarks and Other Intangibles, net

12 Months Ended

Dec. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Goodwill and Trademarks and Other Intangibles, net

3. Goodwill and Trademarks and Other Intangibles, net

Goodwill

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

	Women's		Men's		Home		International		Consolidated
Net goodwill at January 1, 2019		—		—		—	$	26,099	$	26,099
Impairment		—		—		—		—		—
Net goodwill at December 31, 2019		—		—		—		26,099		26,099
Impairment		—		—		—		—		—
Net goodwill at December 31, 2020	$	—	$	—	$	—	$	26,099	$	26,099

The Company identifies its operating segments according to how business activities are managed and evaluated. The Company has four distinct reportable operating segments: men’s, women’s, home, and international. These operating segments represent individual reporting units for purposes of evaluating goodwill for impairment. The fair value of the reporting unit is determined using discounted cash flow analysis and estimates of sales proceeds with consideration of market participant data. As a corroborative source of information, the Company evaluates the estimated aggregate fair values of its reporting units to within a reasonable range of its market capitalization, which includes an assumed control premium (an adjustment reflecting an estimated fair value on a control basis) to verify the reasonableness of the fair value of its reporting units. The control premium is estimated based upon control premiums observed in comparable market transactions. As none of the Company’s reporting units are publicly traded, individual reporting unit fair value determinations do not directly correlate to the Company’s stock price. The Company monitors changes in the share price to ensure that the market capitalization continues to exceed or is not significantly below the carrying value of our total net assets. In the event that our market capitalization is below the book value of the Company’s aggregate fair value of its reporting units, we consider the length and severity of the decline and the reason for the decline when evaluating whether potential goodwill impairment exists. Additionally, if a reporting unit does not appear to be achieving the projected growth plan used in determining its fair value, we will reevaluate the reporting unit for potential goodwill impairment based on revised projections, as deemed appropriate.  The annual evaluation of goodwill is typically performed as of October 1, the beginning of the Company’s fourth fiscal quarter.  Utilizing the Income Approach, the Company performed a goodwill impairment test and an intangible asset impairment test using a discounted cash flow analysis to evaluate whether the carrying value of each of its segments exceeded its fair value.

During the fourth quarter of FY 2020 and FY 2019, the Company evaluated its goodwill for potential impairment. Based upon the results a quantitative goodwill impairment test in accordance with ASC 350, the Company noted that the fair value of the international segment exceeded the carrying value, therefore no impairment was recorded.

Trademarks and Other Intangibles, net

Trademarks and other intangibles, net consist of the following:

		December 31, 2020				December 31, 2019
	Estimated Lives in Years	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Indefinite-lived trademarks	Indefinite	$	246,786	$	—	$	274,080	$	—
Definite-lived trademarks	10-15		8,958		8,958		8,958		8,958
Licensing contracts	1-9		978		978		978		974
		$	256,722	$	9,936	$	284,016	$	9,932
Trademarks and other intangibles, net				$	246,786			$	274,084

The trademarks of Candie’s, Bongo, Joe Boxer, Rampage, Mudd, London Fog, Mossimo, Ocean Pacific, Danskin, Rocawear, Cannon, Royal Velvet, Fieldcrest, Charisma, Starter, Waverly, Ecko, Zoo York, Ed Hardy, Umbro, Modern Amusement, Buffalo, Lee Cooper, Hydraulic, and Pony have been determined to have an indefinite useful life and accordingly, consistent with ASC Topic 350, no amortization has been recorded in the Company’s consolidated statements of operations. Instead, each of these intangible assets are tested for impairment annually and as needed on an individual brand and territorial basis as separate single units of accounting, with any related impairment charge recorded to the statement of operations at the time of determining such impairment. The annual evaluation of the Company’s indefinite-lived trademarks is typically performed as of October 1, the beginning of the Company’s fourth fiscal quarter, or as deemed necessary due to the identification of a triggering event.

As it relates to the Company’s impairment testing of goodwill and intangible assets, assumptions and inputs used in our fair value estimates include the following: (i) discount rates; (ii) royalty rates; (iii) projected average revenue growth rates; and (iv) projected long-term growth rates.  Additionally, for those instances where core licenses have not been or will not be renewed and replacement licenses have not yet been identified, the Company’s estimate of fair value may incorporate a probability weighted average of projected cash flows based on several scenarios (e.g., DTR license, wholesale license, or direct-to-consumer model).  Key inputs to these scenarios, which were selected based on the perspective of a market participant and include estimated future retail and wholesale sales and related royalties, are assessed a probability of occurrence to compensate for the uncertainty of success and timing of completion.  The Company will continue to reassess these probabilities and inputs, as well as economic conditions and expectations of management, and may record additional impairment charges as these estimates are updated, all of which are subject to change in the future based on period-specific facts and circumstances.

In accordance with ASC 350, the Company reassessed the fair values of its indefinite-lived trademarks considering the impact of the COVID-19 pandemic on current and future cash flows during FY 2020.  The Company recorded impairment charges for the Candies, Pony, Hydraulic, Joe Boxer, Cannon, Waverly, Fieldcrest, Royal Velvet, Rampage, Mudd, OP, Ecko, Zoo York and Umbro indefinite-lived trademarks, resulting in a total non-cash impairment charge of $35.1 million for FY 2020, which is comprised of $19.6 million in the women’s segment, $5.2 million in the men’s segment, $5.2 million in the home segment, and $5.1 million in the international segment to reduce various trademarks in those segments to fair value.

The Company recorded impairment charges for indefinite-lived intangible assets consisting of trademarks in FY 2019 based on a decline in the net sales as well as a decline in future guaranteed minimum royalties from license agreements for certain brands.  As a result, the Company recorded a total non-cash asset impairment charge of $65.6 million which is comprised of $35.3 million in the women’s segment, $0.8 million in the men’s segment, $17.8 million in the home segment, and $11.7 million in the international segment to reduce various trademarks in those segments to fair value. Impairments primarily related to declines in Joe Boxer, Mudd, OP, Mossimo, Bongo, Rampage, Umbro, Fieldcrest and Royal Velvet brands.   

The Company measured its indefinite-lived intangible assets for impairment in accordance with ASC-820-10-55-3F which states, “The income approach converts future amounts (for example cash flows) in income and expenses in a single current (that is, discounted) amount.  When the income approach is used, fair value measurement reflects current market expectations about those future amounts.  The Income Approach is based on the present value of future earnings expected to be generated by a business or asset.  Income projections for a future period are discounted at a rate commensurate with the degree of risk associated with future proceeds.  A residual or terminal value is also added to the present value of the income to quantify the value of the business beyond the projection period.”

Changes in estimates and assumptions used to determine whether impairment exists or changes in actual results compared to expected results could result in additional impairment charges in future periods.

There were no impairment charges to the Company’s definite-lived trademarks during FY 2020 or FY 2019.

During FY 2020, the Company completed the sale of Umbro China for $62.5 million in gross proceeds. The Umbro China sale included the sale of the Umbro trademark in the People’s Republic of China, Hong Kong, Taiwan and Macau. The Company received approximately $59.6 million in net proceeds from the sale of Umbro China and recorded a $59.6 million gain within operating income. Costs of $2.9 million directly associated with the sale primarily consisted of broker’s commission. The cost basis of Umbro China was immaterial. During FY 2020, the Company completed the sale of Starter China for gross proceeds of $16.0 million. The Starter China sale includes the sale of the Starter trademark in the mainland of China, Hong Kong, Taiwan and Macau. The Company received approximately $15.6 million in net proceeds from the sale of Starter China and recorded a $14.5 million gain within operating income. The cost basis of Starter China of $1.1 million consisted of the cost basis of the indefinite lived trademark. The Company separately wrote off $1.5 million of contract assets associated with Starter China. Refer to Note 5 for further details.

Amortization expense for intangible assets for FY 2020 and FY 2019 was less than $0.1 million and $0.1 million, respectively. The Company projects amortization expenses to be none in FY 2021 through FY 2025.

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Consolidated Entities, Joint Ventures and Investments

12 Months Ended

Dec. 31, 2020

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

Consolidated Entities Joint Ventures and Investments

4. Consolidated Entities, Joint Ventures and Investments

Consolidated Entities

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

PONY

In February 2015, the Company, through its then 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, and the rights in Mexico and Canada obtained from Super Jumbo Holdings Limited. The purchase price paid by the Company was $37.0 million. Pony Holdings was 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. In February 2021, the Company acquired the remaining 25% interest in Pony Holdings for $2.0 million.

Accounting Standards Codification (“ASC”) 810 - “Consolidations” (“ASC 810”) 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 consolidated financial statements.

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. This obligation was fully paid in FY 2017.  As of December 31, 2020, the redeemable non-controlling interest of Iconix MENA was $13.1 million, which was recorded on the Company’s consolidated balance sheet as mezzanine equity.

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.

Five-Year and Eight-Year Put/Call Options: At any time during the six-month period commencing July 1, 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 (ii) 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 reduced the cash received by the Company in relation to this transaction as of December 31, 2014.

In December 2016, the Company irrevocably exercised its call right to acquire an additional 5% equity interest in Iconix Middle East from GBG for total cash consideration of $1.8 million.  After taking into effect this transaction and as of December 31, 2016, the Company’s ownership interest in Iconix Middle East effectively increased to 55%.  Such acquisition closed in February 2017.  In addition to the increase in ownership interest, the joint venture agreement gives the Company the sole discretion and power to direct the activities of the Iconix Middle East joint venture that most significantly impact the joint venture’s economic performance.  As a result of this transaction, the Company continues to consolidate this joint venture in its consolidated financial statements in accordance with ASC 810.  

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.

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.

In December 2016, the Company amended the Iconix Israel joint venture agreement to obtain the sole discretion and power to direct the activities of the Iconix Israel joint venture that most significantly impact its economic performance which requires the Company to continue to consolidate this joint venture in its consolidated financial statements in accordance with ASC 810.  

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 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 paid $4.0 million.

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. In exchange for this consent, the Company recorded a $1.5 million receivable due from GBG. As a result of this transaction, the Company recorded revenue of $1.5 million, which is included in licensing revenue in the Company’s consolidated statement of operations for FY 2014. 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.

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, 2016.

Pursuant to the IE Operating Agreement, for a period following the fifth anniversary of the January 2014 transaction and again following the eighth anniversary of the January 2014 transaction, the Company has a call option to purchase, and GBG has a put option to initiate the Company’s purchase of GBG’s 49% equity interests in Iconix Europe for a calculated amount as described below.

Five-Year and Eight-Year Put/Call Options:  At any time during the six-month period commencing July 1, 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. As of December 31, 2020, the redeemable non-controlling interest for Iconix Europe was $8.2 million, which was recorded on the Company’s consolidated balance sheet as mezzanine equity.

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.  As of December 31, 2020, the Company maintains a 15% ownership interest in iBrands.  In FY 2018, the Company recorded a full impairment of its investment in iBrands of $2.5 million.  

In April 2018, pursuant to a condition in a letter agreement entered into simultaneously with the Company’s acquisition of a 51% equity interest in Hydraulic IPH in December 2014, the Company acquired the remaining 49% ownership interest from its joint venture partner for no cash consideration as a result of an affiliate of the joint venture partner not making its minimum guaranteed royalty payment obligations to the Company in accordance with the respective license agreement.  This transaction resulted in the Company effectively increasing its ownership interest in Hydraulic to 100%.  The Company will retain 100% ownership interest in Hydraulic unless the affiliate of such joint venture partner satisfies its outstanding payment obligations by making all payments of the minimum guaranteed royalties to the Company under the terminated license agreement.

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”).

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 consolidated statement of operations. The goodwill and trademarks are subject to a test for impairment on an annual basis.

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.

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 58,868 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”). 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.

Umbro China

In July 2016, the Company executed an agreement with MH Umbro International Co. Limited (MHMC) to sell up to an aggregate 50% interest in a newly registered company in Hong Kong, which holds the Umbro intellectual property in respect of the Greater China territory, for total cash consideration of $25.0 million.  The acquisition of such equity is expected to occur over a four-year period.  As stipulated in the agreement, on each anniversary subsequent to the close of the transaction, MHMC will pay a portion of the total cash consideration to the Company in return for a percentage of the total potential 50% equity interest.  In July 2016, the Company received $2.5 million in cash from MHMC for a 5% interest in Umbro China.  In accordance with ASC 810, the Company has recorded noncontrolling interest of $1.8 million for the sale of 5% interest in Umbro China to MHMC and the corresponding gain associated with the sale of this interest is recorded in additional paid in capital on the Company’s consolidated balance sheet.  

Pursuant to the Shareholder Agreement entered into in connection with the formation of Umbro China, each of MHMC and the Company holds specified call rights to purchase its partners’ ownership interest in the joint venture as described below. In July 2019, pursuant to the operating agreement, the Company reacquired the remaining 5% ownership interest in Umbro China from MHMC, its joint venture partner for approximately $1.3 million which resulted in the Company owning 100% of Umbro China. As described above, the Company completed the sale of Umbro China in July 2020. As a result of this transaction, the Company recognized a gain of $59.6 million, which has been recorded within Operating Income in the Company’s condensed consolidated statement of operations during FY 2020.

Danskin China

In October 2016, the Company entered into an agreement with Li-Ning (China) Sports Goods Co., Ltd. (“LiNing”) to sell up to a 50% interest (and no less than a 30% interest) in its wholly-owned indirect subsidiary, Danskin China Limited (“Danskin China”), a new Hong Kong registered company, which holds the Danskin trademarks and related assets in respect of mainland China and Macau. As a result of disruptions caused in the People’s Republic of China, the Company has agreed to extend the date of LiNing’s purchase of the equity interest in Danskin China until June 30, 2020 (the “First Closing”) for cash consideration of $5.4 million.  The aggregate cash consideration paid by Li Ning for its ownership of Danskin China may, based on the percentage interest in Danskin China that Li Ning elects to purchase on each anniversary of the First Closing, increase to up to $8.6 million. On June 30, 2020, the Company sold a 10% interest in Danskin China Ltd. to Li Ning Sports (Hong Kong) Company Ltd for $1.6 million. In March of 2021, the Company sold an additional 10% interest in Danskin China Ltd. to Li Ning Sports (Hong Kong) Company Ltd for $1.8 million.

Starter China

In March 2018, the Company entered into an agreement with Photosynthesis Holdings, Co. Ltd. (“PHL”) to sell up to no less than a 50% interest and up to a total of 60% interest in its wholly-owned indirect subsidiary, Starter China Limited, a newly registered Hong Kong subsidiary of Iconix China (“Starter China”), and which will hold the Starter trademarks and related assets in respect of the Greater China territory.  As a result of disruptions caused in the People’s Republic of China, the Company has agreed to extend the date of PHL’s purchase of the initial 50% equity interest in Starter China until June 30, 2020 for cash consideration of $20.0 million.  The additional 10% equity interest (for a total equity interest of 60% interest) purchase right of PHL is expected to occur over a three-year period commencing January 16, 2022 for cash consideration equal to the greater of $2.7 million or 2.5 times the royalty received under the respective license agreement in the previous twelve months based on other terms and conditions specified in the share purchase agreement. The Company completed the sale of Starter China in September, 2020. As a result of this transaction, the Company recognized a gain of $14.5 million, which has been recorded within Operating Income in the Company’s condensed consolidated statement of operations during FY 2020.

Lee Cooper China

In June 2018, the Company entered into an agreement with POS Lee Cooper HK Co. Ltd. (“PLC”) to sell up to no less than a 50% interest in its wholly-owned indirect subsidiary, Lee Cooper China Limited, a newly registered Hong Kong subsidiary of Iconix China (“Lee Cooper China”), and which will hold the Lee Cooper trademarks and related assets in respect of the Greater China territory.  On December 2, 2020, the Company entered into a share purchase agreement to sell all of the equity interests of Lee Cooper China Limited (the “Lee Cooper China Sale”), for consideration of $16.0 million. The Lee Cooper China Sale includes the sale of the Lee Cooper brand in the People’s Republic of China, Hong Kong, Taiwan and Macau. The Lee Cooper China Sale was completed on March 23, 2021.

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 cash consideration received by the Company and the book value of the brands contributed to the joint venture.

In July 2018, the Company purchased an additional 5% ownership interest in Iconix Australia from Brand Collective (USA), Inc. (“BrandCo”) for $0.7 million in cash.  As a result of this transaction, the Company’s ownership interest in Iconix Australia effectively increased to 55% and reduced BrandCo’s ownership interest in Iconix Australia to 45%.  This purchase resulted in a change in rights, duties and obligations of the Company and BrandCo in their capacity as joint venture partners in respects of the Iconix Australia joint venture. Additionally, as a result of this transaction and in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company and BrandCo, Iconix Australia has been determined to be a VIE, and thus is subject to consolidation and included in the Company’s consolidated financial statements on and after July 2018.  

The Iconix Australia trademarks have been determined by management to have an indefinite useful life and accordingly, no amortization is being recorded in the Company’s consolidated statement of operations.  The goodwill and trademarks are subject to a test for impairment on an annual basis.  Additionally, as a result of the acquisition, the Company recognized a $5.9 million non-controlling interest associated with BrandCo’s 45% ownership interest in the Iconix Australia joint venture on the date of consolidation. As of December 31, 2020, the redeemable non-controlling interest for Iconix Australia was $3.0 million, which was recorded on the Company’s consolidated balance sheet as mezzanine equity.  

Additionally, pursuant to the Amended Agreement, the specified put and call rights held by BrandCo and the Company, respectively, relating to BrandCo’s ownership interest in the joint venture, were amended and restated as follows:

Two-Year Put/Call Option:  At any time from December 30, 2022 and before June 1, 2023, BrandCo may deliver a put notice to the Company and the Company may deliver a call notice to BrandCo, in each case, for the Company’s purchase of all units in the joint venture held by BrandCo.  Upon the exercise of such put/call, the purchase price for BrandCo’s units in the joint venture will be an amount equal to (i) the percentage interest represented by BrandCo’s 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; and

CAGR = 36 month compound annual rate

Equity Method Investments

During the fourth quarter of FY 2020 and FY 2019, the Company reassessed the fair values of the underlying assets and liabilities of its equity method investments as compared to their book values. In the fourth quarter of 2019, the Company recognized an investment impairment associated with its investment in MG Icon. See below in section “MG Icon” for further details.  In the third quarter of FY 2019, the Company recognized an investment impairment of its investment in Marcy Media Holdings LLP. See below in section “Marcy Media Holdings LLP” for further details. In the third quarter and fourth quarter of FY 2020, the Company recorded impairment charges of $17.2 million and $2.4 million respectively, related to the decline in the fair value of the Company’s investments in its Ecko/Mark Ecko Joint venture in China and the Company’s interest in its Candies Joint Venture in China See below section “Investments in Iconix China”.

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

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.

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 accounted for as a reduction to the cash received.  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.  In December 2015, the Company purchased GBG’s effective 50% interest in such brands as described below.

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.

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 July 1, 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 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.As of December 31, 2020, the contractual value of the option was $ 19.5 million.

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.

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.

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 was a VIE and, as the Company was determined to be the primary beneficiary, was subject to consolidation. The Company had consolidated this joint venture within its consolidated financial statements since inception and up to June 30, 2017.  The liabilities of the VIE were not material and none of the VIE assets were encumbered by any obligation of the VIE or other entity.  See discussion below for the deconsolidation of the joint venture on June 30, 2017.

In December 2015, the Company purchased GBG’s effective 50% interest in the Umbro and Lee Cooper trademarks in Greater China for $24.7 million.  The Company, through its wholly-owned subsidiaries, paid consideration of $24.7 million to GBG which represents GBG’s 50% ownership interest in these trademarks.  Immediately prior to the consummation of this transaction, the Company, and its wholly owned subsidiaries, had a receivable from GBG of $9.4 million, which represented the balance still owed by GBG from the original September 2014 transaction.  It was agreed upon by both parties that this balance would be set off against the consideration to be paid by the Company.  At closing, the Company paid $3.5 million in cash to GBG and recorded amounts owed to GBG of approximately $5.2 million and $5.4 million paid to GBG, net of discounts, in accounts payable and other accrued expenses and other long-term liabilities, respectively, on the consolidated balance sheet. As of December 31, 2020, all remaining amounts due to GBG for the above have been paid.  The excess of the purchase price over the non-controlling interest balance was $2.2 million which was recorded to additional paid-in-capital.

Prior to June 30, 2017, the Company consolidated this joint venture in accordance with ASC 810.  In June 2017, the Company received the final purchase price installment payment due from its joint venture partner, in respect of such partner’s interest in the joint venture, which resulted in the Company no longer having a de facto agency relationship with the Iconix SE Asia, Ltd. joint venture partner.  In accordance with ASC 810, the receipt of the final purchase price installment payment was considered a reconsideration event and although the joint venture remains a VIE, the Company is no longer the primary beneficiary.  As a result, the Company deconsolidated this entity from its consolidated balance sheet as of June 30, 2017 and recognized a pre-tax gain on deconsolidation of $3.8 million in its FY 2017 consolidated statement of operations.  The Company recorded an equity-method investment at fair value in Iconix SE Asia, Ltd. of $17.4 million in the consolidated balance sheet and all assets and liabilities of the joint venture are no longer reflected in the Company’s consolidated balance sheet as of June 30, 2017.  Fair value of the equity-method investment was determined utilizing the income method with Level 3 inputs in accordance with ASC 820.  Subsequent to June 30, 2017, Iconix SE Asia, Ltd. is accounted for as an equity-method investment with earnings from the investment being recorded in equity earnings from joint ventures in the Company’s consolidated statement of operations.

Iconix India Joint Venture

In June 2012, 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 the closing of this transaction and the remaining $4.0 million of which is a note, 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 December 31, 2020, the $1.0 million note receivable, which is the remaining amount due to the Company from Reliance, was reserved on the Company’s consolidated balance sheet with the offset recorded to bad debt expense on the Company’s consolidated statement of operations in FY 2018. 

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. The total cash consideration was fully paid in FY 2016.  

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.  Since the third quarter of FY 2017 (at which time the Company had achieved the $23.0 million in distributions from its interest in MG Icon), the Company has been recognizing 50/50 of all profits and losses in accordance with each principal’s membership interest percentage.

As a result of the investment impairment test performed in the fourth quarter of FY 2019, the Company recorded an impairment of its investment in MG Icon of $9.6 million (inclusive of a write off of $2.6 million of advances made to the entity) to fully impair its investment due to reduced revenue forecasts for the Material Girl brand.  

Investments in Iconix China

Through our ownershipof Iconix China (see above), we have equity interests in the following private companies which are accounted for as equity method investments:

		Ownership by	Carrying Value of Investment as of
Brands Placed	Partner	Iconix China	December 31, 2020
Candie’s	Candies Shanghai Fashion Co. Ltd. (2)	20%	$	—
Marc Ecko	Shanghai MuXiang Apparel & Accessory Co. Limited (3)	0%		—
Material Girl	Ningbo Material Girl Fashion Co. Ltd. (1)	0%		—
Ecko Unltd	Ai Xi Enterprise (Shanghai) Co. Limited	20%		1,341
			$	1,341

⁽¹⁾ In March 2019, the Company sold its 20% interest in Ningbo Material Girl Fashion Co. Ltd. (“Material Girl China”) to Ningbo Peacebird Fashion & Accessories Co. Ltd. for $3.0 million in cash.  Pursuant to the agreement, the sale price was reduced by an initial cash investment of $0.2 million, as well as $0.6 million of brand management expenses incurred since the inception of the Material Girl China entity, resulting in total net proceeds of $2.2 million.  Additionally, Purim LLC, our MG Icon partner, is entitled to 33.3% of the net proceeds (or approximately $0.7 million) resulting in the Company’s portion of the net proceeds from the transaction to be approximately $1.5 million.  As a result of this transaction, the Company recognized a gain of $0.2 million, which has been recorded within Other Income in the Company’s consolidated statement of operations during FY 2019.

⁽²⁾ As a result of recent losses, primarily due to the impact of COVID-19 on the retail industry, the Company determined that the losses associated with this investment were other than temporary and determined that the fair value of its investment was de minimis. Accordingly, the Company recorded an impairment charge of $9.8 million during FY 2020.

⁽³⁾ In August 2020, the Company rescinded the trademark rights for the Ecko/Marc Ecko brand in exchange for its equity interest in the joint venture and recorded an impairment charge of $9.7 million during FY 2020.

Marcy Media Holdings, LLC

In July 2013, the Company purchased a minority interest in Marcy Media Holdings, LLC (“Marcy Media”), 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.

In the third quarter of 2019, the Company recorded an impairment charge of $17 million on its investment in Marcy Media. During the fourth quarter of 2019, the Company sold its interests in Marcy Media for $15 million.  

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Gains on Sale of Trademarks, net

12 Months Ended

Dec. 31, 2020

Investments Debt And Equity Securities [Abstract]

Gains on Sale of Trademarks, net

5. Gains on Sale of Trademarks, net

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

	For the Twelve Months Ended December 31,
	2020		2019
Interest in Umbro trademark in Iconix China (1)	$	59,582	$	—
Interest in Starter trademark in Iconix China (2)		14,523		—
Net gains on sale of trademarks	$	74,105	$	—

⁽¹⁾ In July 2020, the Company completed the sale of all of its equity interests of Umbro China, Limited (the “Umbro China Sale”) for gross consideration of $62.5 million. The Umbro China Sale includes the sale of the Umbro sports brand in the People’s Republic of China, Hong Kong, Taiwan and Macau (refer to Note 1 and Note 3).

⁽²⁾ In September 2020, the Company completed the sale of all of its equity interests of Starter China, Limited (the “Starter China Sale”) for gross consideration of $16.0 million. The Starter China Sale includes the sale of the Starter brand in the People’s Republic of China, Hong Kong, Taiwan and Macau (refer to Note 1 and Note 3).

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Fair Value Measurements

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Measurements

6. Fair Value Measurements

ASC Topic 820 “Fair Value Measurements”, 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 statement of operations risk and cash flow risk of revenue and receivables. As of December 31, 2020, the Company had no hedge instruments.

Financial Instruments

As of December 31, 2020 and December 31, 2019, the fair values of cash, accounts receivable and accounts payable approximated their carrying values due to the short-term nature of these instruments. The fair value of notes receivable and note payable from and to our joint venture partners approximate their carrying values. The fair value of certain of our other equity investments is generally not readily determinable, and it is not practical to obtain the information needed to determine the value. For FY 2020, the Company recorded $19.6 million of impairment charges to other equity investments primarily related to a decline in fair value of the Company’s investment in its Ecko/Mark Ecko Joint venture in China and the Company’s interest in its Candies China joint venture (refer to Note 4).  For FY 2019, the Company recorded a $9.6 million (inclusive of $2.6 million of advances made to the entity) impairment charge to its equity investment in MG Icon based upon a decline in the fair value of the investment due to poor performance and an impairment of its investment in Marcy Media Holdings, LLC in the amount of $17.0 million based on the estimated value that would be realized on the disposition of our equity interest. There has been no indication of impairment of other equity investments as of December 31, 2020 and December 31, 2019. 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:

	December 31, 2020				December 31, 2019
	CarryingAmount		Fair Value		CarryingAmount		Fair Value
Long-term debt, including current portion (1)	$	564,401	$	442,751	$	645,721	$	556,187

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

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 4.

Non-Financial Assets and Liabilities

The Company accounts for non-recurring adjustments to the fair values of its non-financial assets and liabilities under ASC 820 using a market participant approach. The Company uses a discounted cash flow model with Level 3 inputs to measure the fair value of its non-financial assets and liabilities. The Company also adopted the provisions of ASC 820 as it relates to purchase accounting for its acquisitions. The Company has goodwill, which is tested for impairment at least annually, as required by ASC 350- “Intangibles- Goodwill and Other”, (“ASC 350”). Further, in accordance with ASC 350, the Company’s indefinite-lived trademarks are tested for impairment at least annually, on an individual basis as separate single units of accounting. Similarly, consistent with ASC 360- “Property, Plant and Equipment” (“ASC 360”), as it relates to accounting for the impairment or disposal of long-lived assets, the Company assesses whether or not there is impairment of the Company’s definite-lived trademarks. The Company recorded impairment charges on certain indefinite-lived intangible assets during FY 2020 and FY 2019.  Refer to Note 3 for further information.  The Company recorded asset impairment charges of $0.1 million and $1.8 million in FY 2020 and FY 2019 respectively, related to the consolidation and partial sublease of its New York office space.

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Fair Value Option

12 Months Ended

Dec. 31, 2020

Fair Value Disclosures [Abstract]

Fair Value Option

7. Fair Value Option

During the first quarter of FY 2018, the Company elected to account for its 5.75% Convertible Notes under the fair value option.  The fair value carrying amount of the 5.75% Convertible Notes accounted for under the fair value option as of December 31, 2020 and December 31, 2019 is $50.9 million and $47.3 million, respectively as compared to the contractual principal outstanding balance which was $94.4 million as of December 31, 2020 and December 31, 2019.  The change of $3.6 million and $3.9 million in the fair value of the 5.75% Convertible Notes accounted for under the fair value option are included in the Company’s consolidated statement of operations for FY 2020 and FY 2019 respectively, within Other Income.  

The primary reason for electing the fair value option is for simplification and cost-benefit considerations of accounting for the 5.75% Convertible Notes (the hybrid financial instrument) at fair value in its entirety versus bifurcation of the embedded derivatives.  The 5.75% Convertible Notes contain bifurcatable embedded derivatives and do not require settlement by physical delivery of non-financial assets.  The significant inputs to the valuation of the 5.75% Convertible Notes at fair value are Level 2 inputs, as they are based on the quoted prices of the notes.

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Debt Arrangements

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Debt Arrangements

8. Debt Arrangements

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

	December 31, 2020			December 31, 2019
Senior Secured Notes	$	317,856		$	338,130
Variable Funding Note, net of original issue discount		100,000			99,610
Senior Secured Term Loan, net of original issue discount		94,755			162,418
5.75% Convertible Notes (1)		50,868			47,277
Payroll Protection Program Loan		1,307			—
Unamortized debt issuance costs		(385	)		(1,714	)
Total debt		564,401			645,721
Less current maturities		28,433			61,976
Total long-term debt	$	535,968		$	583,745

⁽¹⁾ Reflects the debt carrying amount, which is accounted for under the Fair Value Option in the consolidated balance sheet as of December 31, 2020 and December 31, 2019.  The actual principal outstanding balance of the 5.75% Convertible Notes is $94.4 million and $94.4 million as of December 31, 2020 and December 31, 2019, respectively.

Senior Secured Notes and Variable Funding Note

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

Simultaneously with the issuance of the 2012 Senior Secured Notes, the Co-Issuers also entered into a revolving financing facility of Series 2012-1 Variable Funding Senior Notes, Class A-1 (the “Variable Funding Notes”), which allowed for the funding of up to $100 million of Variable Funding Notes and certain other credit instruments, including letters of credit. The Variable Funding Notes allow for drawings on a revolving basis. Drawings and certain additional terms related to the Variable Funding Notes are governed by the Class A-1 Note Purchase Agreement dated November 29, 2012 (the “Variable Funding Note Purchase Agreement”), among the Co-Issuers, Iconix, as manager, certain conduit investors, financial institutions and funding agents, and Barclays Bank PLC, as provider of letters of credit, as swingline lender and as administrative agent.  The Variable Funding Notes are governed, in part, by the Variable Funding Note Purchase Agreement and by certain generally applicable terms contained in the Securitization Notes Indenture. Interest on the Variable Funding Notes is payable at per annum rates equal to the CP Rate, Base Rate or Eurodollar Rate, each as defined in the Variable Funding Note Purchase Agreement.  In February 2015, the Company fully drew down the $100.0 million of available funding under the Variable Funding Notes, which remains outstanding as of December 31, 2020.

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

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

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

In July 2017, in connection with the sale of the businesses underlying the Company’s previous entertainment segment, the Company made a mandatory principal prepayment on its Senior Secured Notes of $152.2 million.

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

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

The legal final maturity date of the Securitization Notes is in January of 2043. The Company did not repay or refinance the Securitization Notes prior to the anticipated repayment date, and as a result, during the first quarter of 2020, additional interest accrues on amounts outstanding under the Securitization Notes at a rate equal to (A) in respect of the Variable Funding Notes, 5% per annum, (B) in respect of the 2012 Senior Secured Notes and the 2013 Senior Secured Notes, the greater of (1) 5% per annum and (2) a per annum interest rate equal to the excess, if any, by which the sum of (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the anticipated repayment date of the United States treasury security having a term closest to 10 years plus (y) 5% per annum plus (z) with respect to the 2012 Senior Secured Notes, 3.4% per annum, or with respect to the 2013 Senior Secured Notes, 3.14% per annum, exceeds the original interest rate. Pursuant to the Securitization Notes Indenture, such additional interest is not due to be paid by the Company until January 2043 (the legal maturity date) and does not compound annually.  The Company reflects additional accrued interest as interest expense and Other Liabilities – Long term in its consolidated financial statements. The Securitization Notes rank pari passu with each other.

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

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

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

The Securitization Notes are subject to a series of covenants and restrictions customary for transactions of this type, including (i) that the Co-Issuers maintain specified reserve accounts to be used to make required payments in respect of the Securitization Notes, (ii) provisions relating to optional and mandatory prepayments, including mandatory prepayments in the event of a change of control (as defined in the Securitization Notes Supplemental Indentures) and the related payment of specified amounts, including specified make-whole payments in the case of the Senior Secured Notes under certain circumstances, (iii) certain indemnification payments in the event, among other things, the transfers of the assets pledged as collateral for the Securitization Notes are in stated ways defective or ineffective and (iv) covenants relating to recordkeeping, access to information and similar matters. As of December 31, 2020, the Company is in compliance with all covenants under the Securitization Notes.

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

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

The legal final maturity date of the Securitization Notes is in January of 2043. As discussed above, the Company did not repay or refinance the Securitization Notes prior to the anticipated repayment date. Beginning January 2020, the Company is no longer required to make previously designated contractual principal payments. Future principal payments will be formulaically based on a percentage of receipts of royalty revenue.

As of December 31, 2020 and December 31, 2019, the total outstanding principal balance of the Securitization Notes was $417.9 million and $438.1 million, respectively, of which $8.4 million and $42.7 million, respectively is included in the current portion of long-term debt on the consolidated balance sheet. As of December 31, 2020 and December 31, 2019, $8.5 million and $14.9 million, respectively, is included in restricted cash on the consolidated balance sheet and represents short-term restricted cash consisting of collections on behalf of the Securitized Assets, restricted to the payment of principal, interest and other fees on a quarterly basis under the Senior Secured Notes.

For FY 2020 and FY 2019, interest expense relating to the Securitization Notes was approximately $18.5 million and $20.7 million, respectively. For FY 2020 and FY 2019, the Company long-term accrued interest expense related to the Securitization Notes was $21.7 million and zero, respectively.   For FY 2020 and FY 2019, the Company recorded an expense for the amortization of original issue discount and deferred financing costs related to the Variable Funding Notes of $1.1 million and $7.0 million, respectively. The effective interest rate on such notes is 3.7%.

Senior Secured Term Loan

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

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

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

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

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

Amendments to Senior Secured Term Loan

First Amendment

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

The First Amendment also provided for, among other things, (a) a reduction in the existing $300 million term loan to the then-current term loan balance of approximately $57.8 million, (b) a new senior secured delayed draw term loan facility in the aggregate amount of up to $165.7 million, consisting of (i) a $25 million First Delayed Draw Term Loan (the “First Delayed Draw Term Loan”), and (ii) a $140.7 million Second Delayed Draw Term Loan (the “Second Delayed Draw Term Loan” and, together, with the First Delayed Draw Term Loan, the “Delayed Draw Term Loan Facility”) for the purpose of repaying the 1.50% Convertible Notes; (c) an increase of the Total Leverage Ratio permitted under the Senior Secured Term Loan from 4.50:1.00 to 5.75:1.00; (d) a reduction in the debt service coverage ratio multiplier in the Company’s asset coverage ratio under the Senior Secured Term Loan; (e) an increase in the existing amortization rate from 2 percent per annum to 10 percent per annum commencing July 2019; and (f) amendments to the mandatory prepayment provisions to (i) permit the Company not to prepay borrowings under the Senior Secured Term Loan from the first $100 million of net proceeds resulting from Permitted Capital Raising Transactions (as defined in the Senior Secured Term Loan) effected prior to March 15, 2018, and (ii) eliminate the requirement that the Company pay a Prepayment Premium (as defined in the Senior Secured Term Loan) on any payments or prepayments made prior to December 31, 2018. Indebtedness issued under the Delayed Draw Term Loan Facility was issued with original issue discount.

As a result of the First Amendment, on October 27, 2017, the Company repaid $231.0 million on the Senior Secured Term, Loan, which represented $240.7 million of outstanding principal balance.  As this transaction was accounted for as a debt modification in accordance ASC 470-50-40, and based on the Company’s accounting policy for debt modifications, the Company wrote-off a pro-rata portion of the original issue discount and deferred financing costs of $9.3 million and $5.4 million, respectively, which were both recorded to interest expense on the Company’s consolidated statement of operations for FY 2017.  As a result of this transaction, the Company’s outstanding principal balance of the Senior Secured Term Loan was reduced to $57.8 million at that time and the Company recorded a gain on modification of debt of $8.8 million (which is net of $0.8 million of additional deferred financing costs associated with the First Amendment), which has been recorded in interest expense on the Company’s consolidated statement of operations for FY 2017.  

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

Second Amendment

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

Third Amendment

On February 12, 2018, the Company, through IBG Borrower, entered into the Third Amendment to the Senior Secured Term Loan. The Third Amendment provides for, among other things, amendments to certain restrictive covenants and other terms set forth in the Senior Secured Term Loan, as amended, to permit (i) IBG Borrower to enter into the 5.75% Notes Indenture (as defined below) and a related intercreditor agreement that was executed and (ii) the Note Exchange (as defined below).

Fourth Amendment

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

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

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

Fifth Amendment

On March 30, 2020, the Company entered into the fifth amendment and waiver to the Senior Secured Term Loan (the “Fifth Amendment”). The Fifth Amendment, among other things, (i) waived an event of default under the Senior Secured Term Loan due to the Company’s receipt of a going concern qualified audit opinion for FY 2019 and (ii) modified the asset sale prepayment obligation to obligate the Company to pay 75% of the net proceeds from one or more asset sales in any fiscal year to the extent the aggregate amount of asset sale net proceeds exceed $5.0 million.

As a result of the Umbro China Sale and the Starter China Sale, the Company made additional principal repayments of $44.7 million and $11.7 million on the Senior Secured Term Loan in the third and fourth quarter of 2020, respectively. As of December 31, 2020 and December 31, 2019, the outstanding principal balance of the Senior Secured Term Loan was $94.8 million (which is net of $5.1 million of original issue discount) and $162.4 million (which is net of $13.2 million of original issue discount), respectively, of which $19.3 million and $19.3 million is recorded in current portion of long term debt on the Company’s consolidated balance sheet, respectively.

The Company recorded interest expense of approximately $12.2 million relating to the Senior Secured Term Loan in FY 2020 as compared to $18.0 million for FY 2019.  

The Company recorded an expense for the amortization of original issue discount and deferred financing fees of approximately $8.7 million relating to the Senior Secured Term Loan, included in interest expense on the consolidated statement of operations, during FY 2020 as compared to $5.5 million during FY 2019. The effective interest rate on the Senior Secured Term Loan is 11.6%, as of December 31, 2020.

5.75% Convertible Notes

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

The 5.75% Convertible Notes mature on August 15, 2023.  Interest on the 5.75% Convertible Notes may be paid in cash, shares of the Company’s common stock, or a combination of both, at the Company’s election. If the Company elects to pay all or a portion of an interest payment in shares of common stock, the number of shares of common stock payable will be equal to the applicable interest payment divided by the average of the 10 individual volume-weighted average prices for the 10-trading day period ending on and including the trading day immediately preceding the relevant interest payment date.

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

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

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

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

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

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

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

During FY 2020, noteholders did not convert any of the aggregate outstanding principal balance of their 5.75% Convertible Notes into shares of the Company’s common stock.

The Company has elected to account for the 5.75% Convertible Notes based on the Fair Value Option accounting as outlined in ASC 825.  Refer to Note 7 for further details.  As of December 31, 2020, while the debt balance recorded at fair value on the Company’s consolidated balance sheet is $50.9 million, the actual outstanding principal balance of the 5.75% Convertible Notes is $94.4 million.

The Company recorded interest expense of approximately $5.5 million relating to the 5.75% Convertible Notes during the FY 2020 as compared to $5.7 for FY 2019.  The Company issued approximately 1.3 million common shares to noteholders in lieu of $1.4 million of cash interest due on August 15, 2020.  

As of December 31, 2020, the Company’s debt maturities on a calendar year basis are as follows:

	Total		2021		2022		2023		2024		2025		Thereafter
Senior Secured Notes	$	317,856	$	3,451	$	—	$	—	$	—	$	—	$	314,405
Variable Funding Notes	$	100,000		4,914		7,031		7,031		7,031		7,031		66,962
Senior Secured Term Loan (1)	$	94,755		19,284		75,471		—		—		—		—
5.75% Convertible Notes (2)	$	50,868		—		—		50,868		—		—		—
Payroll Protection Program Loan (3)	$	1,307		784		523		—		—		—		—
Total	$	564,786	$	28,433	$	83,025	$	57,899	$	7,031	$	7,031	$	381,367

⁽¹⁾ Reflects the net debt carrying amount, effected by the outstanding balance of the original issue discount, in the consolidated balance sheet as of December 31, 2020.  The actual principal outstanding balance of the Senior Secured Term Loan is $99.9 million as of December 31, 2020.

⁽²⁾ Reflects the debt carrying amount which is accounted for under the Fair Value Option in the consolidated balance sheet as of December 31, 2020.  The actual principal outstanding balance of the 5.75% Convertible Notes is $94.4 million as of December 31, 2020.

⁽³⁾ The Payroll Protection Program Loan and related accrued interest are eligible for forgiveness, in whole or in part based on the usage of the proceeds. The Company intends to submit an application for the loan to be forgiven in conformity with the loan’s terms. The Company believes it qualifies for such forgiveness. However, there is no assurance the Company will be successful in obtaining approval from the U.S. Small Business Administration.

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Stockholders' Equity

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Stockholders' Equity

9. Stockholders’ Equity

2016 Omnibus Incentive Plan

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

Shares Reserved for Issuance

As of December 31, 2020, there were approximately 0.2 million common shares available for issuance under the 2016 Plan.

Shares Issued on Payment of Interest of 5.75% Convertible Notes

On August 15, 2020, The Company settled a portion of its interest obligation on its 5.75% Convertible Notes by issuing approximately 1.3 million shares for $1.4 million and paid the remaining balance in cash for approximately $1.3 million. On February 15, 2021, The Company settled its February 2021 interest obligation on its 5.75% Convertible Notes in shares of its common stock by issuing approximately 1.0 million shares.

Reverse Stock Split

On March 14, 2019, the Company effected a Reverse Stock Split of its common stock.  No fractional shares were issued in connection with the Reverse Stock Split.  Stockholders who otherwise would have been entitled to receive fractional shares of common stock had their holdings rounded up to the next whole share.  Unless the context otherwise requires, all share and per share amounts in this annual report on Form 10-K have been adjusted to reflect the Reverse Stock Split.

Stock Options

There were no grants of stock options and no compensation expense related to stock option grants during FY 2020 or FY 2019, as all prior awards have been fully expensed. During FY 2019, the remaining 1,500 stock options previously granted with a weighted average exercise price of $171.60 expired.

Restricted stock

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

The following tables summarize information about unvested restricted stock transactions:

	FY 2020					FY 2019
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Non-vested, January 1,		326,844		$	1.94		239,077		$	2.68
Granted		—			—		329,145			1.70
Vested		(196,332	)		1.97		(241,082	)		2.26
Forfeited/Canceled		—			—		(296	)		75.20
Non-vested, December 31,		130,512		$	1.90		326,844		$	1.94

The Company has awarded time-based restricted shares of common stock to certain employees. The awards have restriction periods tied to employment and vest over a maximum period of approximately 3 years. The cost of the time-based restricted stock awards, which is the fair market value on the date of grant net of estimated forfeitures, is expensed ratably over the vesting period. During FY 2020 and FY 2019, the Company awarded approximately 0 million and 0.3 million restricted shares, respectively, with a fair market value of approximately $0 million and $0.6 million, respectively.

Compensation expense related to restricted stock grants for FY 2020 and FY 2019 was approximately $0.2 million and $0.8 million, respectively.  An additional amount of $0.1 million of compensation expense related to restricted stock grants (inclusive of the restricted stock grants awarded as part of the long-term incentive plan discussed below) is expected to be expensed evenly over a period of approximately twelve to fifteen months. During FY 2020 and FY 2019, the Company repurchased shares valued at less than $0.1 million and $0.2 million, respectively, of its common stock in connection with net share settlement of restricted stock grants. 

Retention Stock

On October 15, 2018, the Company hired Robert C. Galvin as its Chief Executive Officer and President and he was appointed to the Company’s board of directors.  Mr. Galvin was issued an Employment Inducement Award pursuant to his employment agreement.  The terms of the Employment Inducement Award are based upon the Company’s performance over the vesting period. The grant date fair value of Mr. Galvin’s award issued on October 15, 2018 was $1.80 per share.

Compensation related to the retention stock awards was an expense of approximately $0.1 million and an expense of approximately $0.2 million for FY 2020 and FY 2019, respectively.  An additional amount of $0.1 million of compensation expense related to retention stock awards is expected to be expensed over a period of approximately twelve months.

Long-Term Incentive Compensation

On March 31, 2016, the Company approved a new plan for long-term incentive compensation (the “2016 LTIP”) for key employees and granted equity awards under the 2016 LTIP in the aggregate amount of approximately 0.7 million shares at a weighted average share price of $73.10 with a then current value of approximately $5.2 million.  The awards granted were a combination of restricted stock units (“RSUs”) and target level performance stock units (“PSUs”). Pursuant to the terms of the awards and based upon the Company’s performance over the vesting period, less than 0.1 million were issued upon expiration of the grant on March 31, 2019.

On March 7, 2017, the Company approved a new plan for long-term incentive compensation (the “2017 LTIP”) for certain employees and granted equity awards under the 2017 LTIP in the aggregate amount of approximately 0.1 million shares at a weighted average share price of $75.20 with a then current value of $6.6 million. The awards granted were a combination of RSUs and target level PSUs. The material terms of the PSUs and RSUs are substantially similar to those set forth in the 2016 LTIP.  Specifically, the RSUs vest one third annually on each of March 30, 2018, March 30, 2019 and March 30, 2020.  The PSUs vest based on performance metrics approved by the Compensation Committee, which, for the performance period commencing January 1, 2017 and ending on December 31, 2019, are based on the Company’s achievement of an aggregated adjusted operating income performance target as set forth in the applicable award agreements, and continued employment through December 31, 2019.  None of the 2017 LTIP PSUs vested.

On March 15, 2018, the Company approved a new plan for long-term incentive compensation (the “2018 LTIP”) for certain employees which consisted of (i) equity awards in the aggregate amount of approximately 0.2 million shares at a weighted average share price of $13.80 with a then current value of $3.1 million and (ii) cash awards in the aggregate amount of approximately $3.1 million (the “Cash Grant”). The Cash Grants comprising the 2018 LTIP vest in 48 equal semi-monthly installments on the 15^th and last days of each month, beginning March 31, 2018 and ending March 15, 2020, subject in each case to continued employment through the applicable vesting date.  Each installment is paid within 15 days of the applicable vesting date.  Upon the end of an employee’s employment with the Company, any remaining unpaid portion of the Cash Grant is forfeited.  The PSUs vest based on performance metrics approved by the Compensation Committee over three separate performance periods, commencing on January 1 of each of 2018, 2019 and 2020 and ending on December 31 of each of 2018, 2019 and 2020, which, for each such performance period, are based on the Company’s achievement of an aggregated adjusted operating income performance target to be set by the Compensation Committee prior to March 30 of each applicable performance period, and continued employment through the settlement date.  For FY 2020, less than 0.1 million shares forfeited in respect of the 2018 LTIP. As of December 31, 2020, none of the performance targets have been met. The weighted average remaining contractual term of the PSUs is less than one year.

Compensation recognized related to the PSUs granted as part of the long-term incentive plans was an expense of approximately $0.5 million as compared to a compensation expense of less than $0.1 million in FY 2020 and FY 2019, respectively. An additional amount of $0.1 million of compensation expense related to the PSUs granted as part of the various LTIPs is expected to be expensed over a period of less than one year.

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Earnings (Loss) Per Share

12 Months Ended

Dec. 31, 2020

Earnings Per Share [Abstract]

Earnings (Loss) Per Share

10. Earnings (Loss) Per Share

Basic earnings (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings (loss) 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 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.

As of December 31, 2020, of the total potentially dilutive shares related to restricted stock-based awards, less than 0.1 million were anti-dilutive, compared to less than 0.1 million that were anti-dilutive as of December 31, 2019.  Additionally, as of December 31, 2020, of total potentially dilutive shares related to potential conversion of the Company’s 5.75% Convertible Notes, all of the shares (or approximately 21.7 million) were anti-dilutive, compared to approximately 33.7 million, were anti-dilutive as of December 31, 2019.  

As of December 31, 2020, of the performance related restricted stock-based awards issued in connection with the Company’s named executive officers, approximately 0.3 million shares were anti-dilutive compared to 0.3 million that were anti-dilutive as of December 31, 2019.

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

	For the Year Ended December 31,
(in thousands)	2020		2019
Basic		12,334		10,559
Effect of convertible notes subject    to conversion		—		—
Effect of assumed vesting of dilutive shares		—		—
Diluted		12,334		10,559

As a result of the Company being in a net loss position during FY 2020 and FY 2019, dilution from the exercise of vesting of restricted stock has been excluded in the diluted earnings per share calculation.

In accordance with ASC 480, the Company considers its redeemable non-controlling interest in its computation of both basic and diluted earnings per share.  In addition, in accordance with ASC 260, the Company considers its 5.75% Convertible Notes in its computation of diluted earnings per share.  For FY 2020 and FY 2019, adjustments to the Company’s redeemable non-controlling interest and effects of the potential conversion of the 5.75% Convertible Notes had impacts on the Company’s earnings per share calculations as follows: 

	For the Year Ended December 31,
	2020			2019
For earnings (loss) per share - basic:
Net loss attributable to Iconix Brand Group, Inc.	$	(7,336	)	$	(109,522	)
Accretion of redeemable non-controlling interest		(29	)		—
Net loss attributable to Iconix Brand Group, Inc.    after the effect of accretion of redeemable    non-controlling interest for basic earnings (loss) per share	$	(7,365	)	$	(109,522	)
For earnings (loss) per share - diluted:
Net loss attributable to Iconix Brand Group, Inc.	$	(7,336	)	$	(109,522	)
Effect of potential conversion of 5.75% Convertible Notes		—			—
Accretion of redeemable non-controlling interest		(29	)		—
Net loss attributable to Iconix Brand Group, Inc.    after the effect of potential conversion of 5.75%    Convertible Notes for diluted earnings (loss) per share	$	(7,365	)	$	(109,522	)
Loss per share:
Basic	$	(0.60	)	$	(10.37	)
Diluted	$	(0.60	)	$	(10.37	)
Weighted average number of common shares    outstanding:
Basic		12,334			10,559
Diluted		12,334			10,559

⁽¹⁾ There was no effect of potential conversion of the Company’s 5.75% Notes on the Company’s diluted earnings per share calculation for FY 2020 and FY 2019, as the effect was anti-dilutive.

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Contingencies

12 Months Ended

Dec. 31, 2020

Commitments And Contingencies Disclosure [Abstract]

Contingencies

11. Contingencies

In May 2016, Supply Company, LLC, (“Supply”), a former licensee of the Ed Hardy trademark, commenced an action against the Company and its affiliate, Hardy Way, LLC, (“Hardy Way” and together with the Company, the “Iconix Defendants”) seeking damages of $50 million, including punitive damages, attorneys’ fees and costs (the “Supply Litigation”).  Supply alleges that Hardy Way breached the parties’ license agreement by failing to reimburse Supply for markdown reimbursement requests that Supply received from a certain retailer. Supply also alleges that the Company is liable for fraud because it made purported misstatements about the Company’s financials and the viability of the Ed Hardy trademark in order to induce Supply to enter into the license agreement and to induce Supply to enter into a separate agreement with a certain retailer. The Iconix Defendants filed a motion to dismiss the Complaint.  In addition, Hardy Way commenced an action against Kevin Yap (“Yap”), the principal of Supply, to enforce the terms of his guarantee of Supply’s obligations under the Supply-Hardy Way license agreement for the Ed Hardy trademark (the “Yap Litigation”).  In response, Yap filed counterclaims against Hardy Way asserting two declaratory judgment claims seeking similar damages as in the Supply Litigation, including the reimbursement of Supply for losses allegedly suffered because of the markdown reimbursement requests, as well as rescission of the Supply-Hardy Way license agreement, other damages and attorneys’ fees and costs.  Hardy Way filed a pre-discovery motion for summary judgment on its affirmative claim and to dismiss Yap’s counterclaims.

On August 10, 2020, the Court issued a consolidated decision (the “Decision”) resolving the Iconix Defendants’ motion to dismiss the Supply Litigation and Hardy Way’s motion for summary judgment and to dismiss counterclaims in the Yap Litigation. In the Supply Litigation, the Court granted the Iconix Defendants’ motion to dismiss in all respects, except one, and denied Supply’s cross-motion for leave to amend its complaint.  As a result of the Decision, the only claim that remains in the Supply Litigation is Supply’s claim of fraudulent inducement based on the Iconix Defendants’ purported misstatements about the Company’s financials and the viability of the Ed Hardy trademark.  In the Yap Litigation, the Court denied Hardy Way’s motion for pre-discovery summary judgment on its affirmative claim as premature because of Yap’s allegation that he was fraudulently induced into entering into the guarantee by Hardy Way’s purported misstatements about the Company’s financials and the viability of the Ed Hardy trademark.  The Court dismissed Yap’s counterclaims related to the markdown reimbursement request and denied Yap’s cross-motion for leave to amend his answer to assert additional defenses.  As a result of the Decision, the claims that remain in the Yap Litigation are Hardy Way’s affirmative claim against Yap on his guarantee and Yap’s counterclaim for declaratory judgment based on Hardy Way’s purported misstatements about the Company’s financials and the viability of the Ed Hardy trademark.  The Decision is subject to normal appellate rights of all parties.

The Iconix Defendants will continue to vigorously defend the Supply Litigation and the Yap Litigation.  At this time, the Company is unable to estimate the ultimate outcomes of the Supply Litigation or the Yap Litigation.  

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

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

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Related Party Transactions

12 Months Ended

Dec. 31, 2020

Related Party Transactions [Abstract]

Related Party Transactions

12. Related Party Transactions

The Company has entered into certain license agreements in which the core licensee is also one of our joint venture partners.  In the case of Sports Direct International plc (“Sports Direct”), the Company maintains license agreements with Sports Direct, but in addition, during FY 2018, the Company entered into a cooperation agreement with Sports Direct that allowed Sports Direct to appoint two members to the Company’s Board of Directors. The cooperation agreement expired pursuant to its terms during the first quarter of 2019. As of December 31, 2020 and December 31, 2019, the Company recognized the following royalty revenue amounts:

	For the Twelve Months Ended December 31,
Joint Venture Partner	2020		2019
M.G.S. Sports Trading Limited		400		440
Pac Brands USA, Inc.		329		363
Albion Equity Partners LLC / GL Damek		2,412		2,350
Li Ning		617		—
MHMC (1)		—		7
Sports Direct International plc		1,829		1,188
	$	5,587	$	4,348

⁽¹⁾ As detailed in Note 4, as of July 2019, MHMC is no longer a related party.

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Operating Leases

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Operating Leases

13. Operating Leases

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

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

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

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

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

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

For the twelve months ended December 31, components of lease cost were as follows:

	For the Year Ended December 31, 2020		For the Year Ended December 31, 2019
Operating lease cost	$	2,238	$	2,215
Short-term lease cost		148		537
Variable lease cost		376		396
	$	2,762	$	3,148

As of December 31, 2020, the operating lease ROU assets and operating lease liabilities were $4.9 million and $7.1 million, respectively.

For FY 2020 and FY 2019, cash paid for lease liabilities for operating leases was $2.7 and $2.6 million, respectively. For FY 2020 and FY2019, the Company recorded $0.3 and $0.1 million, respectively of ROU assets and $0.3 and $0.1 million, respectively of operating lease obligations for new leases.  There wereno ROU assets exchanged and no operating lease obligations assumed during FY 2020 and FY 2019.  In FY 2020 and FY 2019, there were no reductions to ROU assets resulting from reductions to lease obligations. In FY 2020 and FY 2019, the Company recorded $0.1 million and $0.5 million respectively of impairment charges to its ROU assets and $0.0 and $1.3 million respectively of impairments to Leasehold Improvements related to the partial sublet of its New York office space.

Because we generally do not have access to the rate implicit in the lease, the Company utilizes our incremental borrowing rate as the discount rate.  As of December 31, 2020, the weighted average remaining operating lease term is 3.2 years and the weighted average discount rate for the operating leases is 8.4%.

Maturities of lease liabilities under non-cancellable leases as of December 31, 2020 are as follows:

	Operating Leases
2021	$	2,767
2022		2,171
2023		2,109
2024		1,079
Total undiscounted lease payments	$	8,126
Less: Imputed interest		1,004
Total lease liabilities	$	7,122

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Benefit and Incentive Compensation Plans and Other

12 Months Ended

Dec. 31, 2020

Postemployment Benefits [Abstract]

Benefit and Incentive Compensation Plans and Other

14. Benefit and Incentive Compensation Plans and Other

The Company sponsors a 401(k) Savings Plan (the “Savings Plan”) that covers all eligible full-time employees. Participants may elect to make pretax contributions subject to applicable limits. At its discretion, the Company may contribute additional amounts to the Savings Plan. During FY 2020 and FY 2019, the Company made contributions to the Savings Plan of approximately $0.2 million and $0.2 million, respectively.

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Income Taxes

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Income Taxes

15. Income Taxes

The Company accounts for income taxes in accordance with ASC Topic 740. Under ASC Topic 740, deferred tax assets and liabilities are determined based on differences between the financial reporting and tax basis of assets and liabilities and are measured using the enacted tax rates and laws that will be in effect when the differences are expected to reverse. A valuation allowance is established when necessary to reduce deferred tax assets to the amount expected to be realized. In determining the need for a valuation allowance, management reviews both positive and negative evidence pursuant to the requirements of ASC Topic 740, including current and historical results of operations, future income projections and the overall prospects of the Company’s business.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all the deferred tax assets will be realized.  The ultimate realization of deferred tax assets is dependent on the generation of future taxable income in the periods in which those temporary differences become deductible.  Management considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax planning strategies in making this assessment.  Based on these items and the cumulative pretax losses (primarily resulting from asset impairment expenses), management has determined that enough uncertainty exists relative to the realization of the deferred income tax asset balances to warrant the application of a full valuation allowance for all taxing jurisdictions as of December 31, 2020.  In addition, the Company has deferred tax liabilities related to indefinite lived intangibles on the balance sheet in an amount of approximately $4.9 million, which cannot be considered to be a source of taxable income to offset deferred tax assets.  

At December 31, 2020, the Company has approximately $250.7 million in federal net operating loss carryforwards (NOLs), approximately $26.0 million of which will expire in FY 2036, and the remaining have unlimited lives.  The Company also has foreign tax credit carryforwards of approximately $8.7 million, which will expire in 2023 and 2024 if unused.  The Company also has $143.0 million of foreign net operating losses primarily in Luxembourg, where the losses incurred before 2016 have unlimited lives. The Company also has approximately $100.7 million apportioned state and local NOLs that will begin to expire in 2034 if not used.  

Our use of our NOL carryforwards are limited under Section 382 of the Internal Revenue Code, as we have had a change in ownership of more than 50% of our capital stock over a three-year period as measured under Section 382 of the Internal Revenue Code. These complex changes of ownership rules generally focus on ownership changes involving shareholders owning directly or indirectly 5% or more of our stock, including certain public “groups” of shareholders as set forth under Section 382 of the Internal Revenue Code, including those arising from new stock issuances and other equity transactions.

As a result of the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act") signed into law on March 27, 2020, additional avenues of relief may be available to workers and families through enhanced unemployment insurance provisions and to small businesses through programs administered by the Small Business Administration ("SBA"). The CARES Act includes, among other things, provisions relating to payroll tax credits and deferrals, net operating loss carryback periods, alternative minimum tax credits and technical corrections to tax depreciation methods for qualified improvement property. As of December 31, 2020, the Company has recorded a $6.5 million benefit resulting from carrying back their 2018 Net Operating Loss to offset 2013 taxable income.

The Company’s consolidated effective tax rate was 42.6% and -6.0% for the year ended December 31, 2020 and December 31, 2019, respectively.  The effective tax rate for the FY 2020 increased as compared to the FY 2019 primarily due to a $6.7 million tax benefit generated during 2020 related to the CARES Act which is calculated against a pre-tax loss as compared to 2019 where the company calculated a current tax expense due to foreign withholding taxes calculated against a pre-tax loss.

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.

Pre-tax book loss for FY 2020 and FY 2019 were as follows:

	FY 2020			FY 2019
Domestic	$	(92,883	)	$	(130,149	)
Foreign		87,702			35,907
Total pre-tax loss	$	(5,181	)	$	(94,242	)

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

	Year Ended December 31, 2020			Year Ended December 31, 2019
Current:
Federal	$	(6,509	)	$	(1,012	)
State and local		21			(10	)
Foreign		3,552			6,785
Total current	$	(2,936	)	$	5,763
Deferred:
Federal		(185	)		23
State and local		402			(103	)
Foreign		514			—
Total deferred		731			(80	)
Total Provision	$	(2,205	)	$	5,683

As of December 31, 2020, the Company is not indefinitely reinvested in any foreign earnings.

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

	2020			2019
State net operating loss carryforwards	$	6,117		$	4,064
U.S. Federal net operating loss carryforwards		54,349			36,391
Receivable reserves		1,344			280
Interest expense limitation		20,387			16,779
Intangibles		59,358			96,177
Equity compensation		1,988			1,838
Foreign Tax Credit		8,722			5,252
Other		5,895			9,293
Total deferred tax assets		158,160			170,074
Valuation allowance		(136,661	)		(143,453	)
Net deferred tax assets	$	21,499		$	26,621
Depreciation		—			(284	)
Convertible notes		(5,917	)		(6,451	)
Investment in joint ventures		(20,778	)		(24,350	)
Total deferred tax liabilities		(26,695	)		(31,085	)
Total net deferred tax liabilities	$	(5,196	)	$	(4,464	)
Balance Sheet detail on total net deferred tax    assets (liabilities):
Non-current portion of net deferred tax assets		—			—
Non-current portion of net deferred tax liabilities	$	(5,196	)	$	(4,464	)

The following is a rate reconciliation between the amount of income tax provision (benefit) at the Federal rate of 21% and provision (benefit) from taxes on loss before income taxes for FY 2020 and FY 2019, respectively:

	2020			2019
Income tax benefit computed at the federal rate of 21%	$	(1,089	)	$	(19,791	)
Increase (reduction) in income taxes resulting from:
State and local income taxes (benefit), net of federal    income tax		420			(115	)
Non-controlling interest		(1,146	)		(2,552	)
Valuation allowance		1,330			21,842
Interest on income tax receivable		—			(1,253	)
Non-deductible interest expense		1,143			1,192
Non-deductible executive compensation		332			150
Foreign Earnings (rate differential)		3,467			8,300
Prior Year True Up		(8	)		(2,400	)
US Tax Reform / CARES Act		(6,686	)		23
Other, net		32			287
Total	$	(2,205	)	$	5,683

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

The Company files income tax returns in the U.S. federal and various state and local jurisdictions. For federal income tax purposes, during FY 2020, the Internal Revenue Service initiated an audit of the Company’s 2018 federal tax return. The audit is currently ongoing. The Company also files returns in numerous foreign jurisdictions that have varied years remaining open for examination, but generally the statute of limitations is three to four years from when the return is filed.

At December 31, 2020 and December 31, 2019, the total unrecognized tax benefit was approximately $0 million for both periods.  Approximately $0 million of unrecognized tax benefits at December 31, 2020 would affect the Company's effective tax rate if recognized.

The Company is continuing its practice of recognizing interest and penalties to income tax matters in income tax expense. Total interest related to uncertain tax positions for FY 2020 and FY 2019 was $0 million for both periods. 

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Accumulated Other Comprehensive Loss

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Accumulated Other Comprehensive Loss

16. Accumulated Other Comprehensive Loss

The following table sets forth the activity in accumulated other comprehensive loss for the years ended December 31, 2020 and December 31, 2019:

	Year ended December, 31
Accumulated Other Comprehensive Loss	2020			2019
Beginning Balance	$	(54,643	)	$	(53,068	)
Foreign currency translation income (loss)		12,018			(1,575	)
Current period other comprehensive income (loss)		12,018			(1,575	)
Balance at December 31,	$	(42,625	)	$	(54,643	)

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Segment and Geographic Data

12 Months Ended

Dec. 31, 2020

Segment Reporting [Abstract]

Segment and Geographic Data

17. Segment and Geographic Data

The Company identifies its operating segments for which separate financial information is available and for which segment results are evaluated regularly by the Chief Executive Officer, the Company’s Chief Operating Decision Maker (“CODM”), in deciding how to allocate resources and in assessing performance. The Company discloses the following operating segments: women’s, men’s, home, and international. Since the Company does not track, manage and analyze its assets by segments, no disclosure of segmented assets is reported.  

The reportable operating segments described below represent the Company’s activities for which separate financial information is available and which is utilized on a regular basis by the Company’s CODM to evaluate performance and allocate resources.  In identifying the Company’s operating segments, the Company considers its management structure and the economic characteristics, customers, sales growth potential and long-term profitability of its operating segments.  As such, the Company configured its operations into the following four operating segments:

• Women’s segment – consists of the Company’s women’s brands in the United States.

• Men’s segment – consists of the Company’s men’s brands in the United States.

• Home segment – consists of the Company’s home brands in the United States.

• International segment – consists of the Company’s men’s, women’s and home brands in international markets.

Items not allocated to any segment are allocated to the Corporate level.  Corporate, for segment reporting purposes, includes compensation, benefits and occupancy costs for corporate employees, as well as other corporate-related expenses such as: audit, legal, and information technology used in managing our business.  

The Company’s Chief Executive Officer has been identified as the CODM.  The Company’s measure of segment profitability is licensing revenue and operating income.  The accounting policies of the Company’s operating segments are the same as those described in Note 1 – Summary of Significant Accounting Policies.

The geographic regions consist of the United States and Other (which principally represent Latin America and Europe). Revenues attributable to each region are based on the location in which licensees are located and where they principally do business.  Refer to Note 2 for further details.

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

	For the Twelve Months Ended December 31,
	2020		2019
Licensing revenue:
Women's	$	25,248	$	37,491
Men's		22,737		36,793
Home		16,194		14,753
International		44,397		59,947
	$	108,576	$	148,984
Operating income (loss):
Women's	$	3,652	$	(961	)
Men's		10,103		24,878
Home		9,486		(4,932	)
International		20,621		23,487
Corporate		23,739		(74,004	)
	$	67,601	$	(31,532	)

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Other Assets- Current and Long-Term

12 Months Ended

Dec. 31, 2020

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Other Assets- Current and Long -Term

18. Other Assets- Current and Long-Term

Other Assets – Current

	December 31, 2020		December 31, 2019
Other assets - current consisted of the following:
US federal tax receivables	$	—	$	1,115
Insurance receivable		—		15,000
Prepaid advertising		209		275
Prepaid expenses		678		1,207
Prepaid income taxes		457		1,119
Prepaid insurance		372		2,042
Due from related parties		86		86
Other prepaid taxes		474		596
Other current assets	$	2,276	$	21,440

Other Assets – Long Term

	December 31, 2020		December 31, 2019
Other noncurrent assets consisted of the following:
Prepaid interest	$	4,322	$	4,868
Deposits		357		707
Other noncurrent assets		1,117		1,205
Other noncurrent assets	$	5,796	$	6,780

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Other Liabilities - Current

12 Months Ended

Dec. 31, 2020

Other Liabilities Disclosure [Abstract]

Other Liabilities - Current

19. Other Liabilities – Current

As of December 31, 2020 and December 31, 2019, Other current liabilities was $3.9 million and $13.8 million respectively, which related to amounts due to certain joint ventures that are not consolidated with the Company, as well as the current portion of operating lease liabilities.

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Foreign Currency Translation

12 Months Ended

Dec. 31, 2020

Foreign Currency [Abstract]

Foreign Currency Translation

20. 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 FY 2020 and FY 2019, the Company recorded a $1.6 million currency translation loss and a $0.9 million currency translation loss, respectively, that is included in the consolidated statements 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 FY 2020 and FY 2019, the Company recognized as a component of our comprehensive income (loss), a foreign currency translation gain of $12.0 million and a foreign currency translation loss of $1.6 million, respectively, due to changes in foreign exchange rates.

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Subsequent Events

12 Months Ended

Dec. 31, 2020

Subsequent Events [Abstract]

Subsequent Events

21. Subsequent Events

As previously disclosed, on January 27, 2021, the “Company, received written confirmation from the Nasdaq Office of General Counsel that the Company has regained compliance with The Nasdaq Stock Market’s (“Nasdaq”) market value of publicly held securities rule, and that the Company is in compliance with other applicable listing standards as of the date thereof. The January 27, 2021 letter also confirmed that the Company’s pending hearing before the Nasdaq Hearings Panel has been cancelled and the Company’s common stock will continue to be listed and traded on the Nasdaq Stock Market. The Company had received notice from the Nasdaq on December 28, 2020 that the Company’s common stock would be delisted if Minimum Market Value was not reestablished.

On February 15, 2021, the Company settled its $2.7 million February 2021 interest obligation on its 5.75% Convertible Notes in shares of its common stock by issuing approximately 1.0 million shares.

On March 23, 2021, the Company completed its previously announced sale of Lee Cooper China for net proceeds of $15.8 million. The Lee Cooper China Sale includes the sale of the Lee Cooper brand in the People’s Republic of China, Hong Kong, Taiwan and Macau. In March of 2021, the Company repaid approximately $11.8 million under the Senior Secured Term Loan with the proceeds received from the Lee Cooper China Sale.

In March 2021, the Company amended its operating agreements with GBG for its MENA Ltd, Iconix Europe and Iconix SE Asia Ltd, joint ventures. The amendments changed the timing of the put/call option windows, to a six-month period commencing July 1, 2022. The Company also amended its operating agreement with Pac Brands USA, Inc. for its Iconix Australia joint venture. The amendment changed the timing of the put/call option to any time after December 31, 2022 and before June 1, 2023.

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Other Matters

12 Months Ended

Dec. 31, 2020

Other Matters Disclosure [Abstract]

Other Matters

22. Other Matters

During FY 2020 and FY 2019, the Company included in its selling, general and administrative expenses approximately $9.7 million and $19.6 million, respectively, of charges for professional fees associated with the continuing correspondence with the Staff of the SEC, the SEC investigation and the class action and derivative litigations.

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Summary of Significant Accounting Policies (Policies)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Principles of Consolidation

Principles of Consolidation

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiaries, and, in accordance with U.S. GAAP and accounting for variable interest entities (where the Company is the primary beneficiary) and majority owned subsidiaries, the Company consolidates twelve joint ventures (Hardy Way, Icon Modern Amusement, Alberta ULC, Iconix Europe, Hydraulic IP Holdings, US PONY Holdings, Diamond Icon, Iconix Israel, Iconix Middle East, Danskin China, Lee Cooper China and Iconix Australia; see Note 4 for explanation). All significant intercompany transactions and balances have been eliminated in consolidation.

These consolidated financial statements are prepared on a going concern basis that contemplates the realization of cash flows from assets and discharge of liabilities, in each case, in the ordinary course of business consistent with the Company’s prior periods.  

In accordance with Accounting Standards Codification (“ASC”) 810—Consolidation (“ASC 810”), the Company evaluates the following criteria to determine the accounting for its joint ventures:  1) consideration of whether the joint venture is a variable interest entity which includes reviewing the corporate structure of the joint venture, the voting rights, and the contributions of the Company and the joint venture partner to the joint venture,  2) if the joint venture is a VIE, whether or not the Company is the primary beneficiary, a determination based upon a variety of factors, including: i) the presence of installment payments, which constitutes a de facto agency relationship between the Company and the joint venture partner, and ii) an evaluation of whether the Company or the joint venture partner is more closely associated with the joint venture.  If the Company determines that the entity is a variable interest entity and the Company is the primary beneficiary, then the joint venture is consolidated.  For those entities that are not considered variable interest entities, or are considered variable interest entities but the Company is not the primary beneficiary, the Company uses the equity method as set forth in ASC 323—Investments (“ASC 323”), to account for those investments and joint ventures which are not required to be consolidated under US GAAP.  Refer to Note 4 for further details.

Liquidity

Liquidity

These consolidated financial statements are prepared on a going concern basis, which contemplates the realization of assets and liquidation of liabilities, in each case, in the ordinary course of business consistent with the Company’s prior periods.  The Company has experienced substantial and recurring losses from operations, which losses have caused an accumulated deficit of $435.6 million as of December 31, 2020. Net losses incurred for the years ended December 31, 2020 and December 31, 2019 amounted to approximately $(3.0) million and $(99.9) million respectively. The Company has generated positive cash flows from operations in recent periods and has managed its cost structure, its relationships with licensees and sold non-strategic assets to mitigate the adverse impact of the COVID-19 pandemic on its operating results, liquidity and financial condition. The Company does not expect the occurrence of any payment defaults on its outstanding debt facilities in the next twelve months, and otherwise expects to generate sufficient cash to meet its operating cash flow needs and maintain compliance with the financial covenants set forth in its various debt facilities during such period. Accordingly, the Company believes there is no longer substantial doubt the Company can continue as an ongoing business for the next twelve months.

Reverse Stock Split

Reverse Stock Split

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

Business Combinations, Joint Ventures and Investments

Business Combinations, Joint Ventures and Investments

The purchase method of accounting requires that the total purchase price of an acquisition be allocated to the assets acquired and liabilities assumed based on their fair values on the date of the business acquisition. The results of operations from the acquired businesses are included in the accompanying consolidated statements of operations from the acquisition date. Any excess of the purchase price over the estimated fair values of the net assets acquired is recorded as goodwill. For further information on the Company’s accounting for joint ventures and investments, refer to Note 4.

Use of Estimates

Use of Estimates

The preparation of the consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company reviews all significant estimates affecting the financial statements on a recurring basis and records the effect of any adjustments when necessary.

Cash and Cash Equivalents

Cash and Cash Equivalents

Cash and cash equivalents consist of actual cash as well as cash equivalents, defined as short-term, highly liquid financial instruments with insignificant interest rate risk that are readily convertible to cash and have maturities of three months or less from the date of purchase.  In addition, as of December 31, 2020, approximately $15.0 million, or 25 %, of our total cash (including restricted cash) was held in foreign subsidiaries. The Company has elected to treat its Luxembourg top tier subsidiary (“Luxco”) for US tax purposes.  All the foreign operations under Luxco are treated as a branch for US tax purposes and subject to US taxation.  As such, the Company will not have any earnings in foreign subsidiaries that are not currently subject to taxation for US purposes.  

Restricted Cash

Restricted Cash

Restricted cash consists of actual cash deposits held in accounts primarily for debt service, as well as cash equivalents, defined as short-term, highly liquid financial instruments with insignificant interest rate risk that are readily convertible to cash and have maturities of three months or less from the date of purchase, the restrictions on all of which lapse every three months or less.

Concentration of Credit Risk

Concentration of Credit Risk

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

One customer accounted for 10 % of the Company’s total revenue for the year ended December 31, 2020 (“FY 2020”) as compared to two customers accounting for 12% and 11% respectively, of the Company’s total revenue for the year ended December 31, 2019 (“FY 2019).

Accounts Receivable

Accounts Receivable

Accounts receivable are reported at amounts the Company expects to be collected, net of provision for doubtful accounts, based on the Company’s ongoing discussions with its licensees, and its evaluation of each licensee’s payment history and account aging. As of December 31, 2020 and 2019, the Company’s provision for doubtful accounts was $6.5 million and $14.3 million, respectively.

One customer accounted for 10% of the Company’s accounts receivable as of December 31, 2020 as compared with one customer accounting for 16% of the Company’s accounts receivable as of December 31, 2019.

Derivatives

Derivatives

The Company does not use financial instruments for trading or other speculative purposes. From time to time the Company uses derivative financial instruments to hedge the variability of anticipated cash flows of a forecasted transaction (a “cash flow hedge”). The Company had no such derivative instruments in FY 2020 or FY 2019.

Restricted Stock

Restricted Stock

Compensation cost for restricted stock is measured using the quoted market price of the Company’s common stock at the date the common stock is granted. For restricted stock where restrictions lapse with the passage of time (“time-based restricted stock”), compensation cost is recognized over the period between the issue date and the date that restrictions lapse. Time-based restricted stock is included in total common shares outstanding upon the lapse of any restrictions. Time-based restricted stock is included in total diluted shares outstanding which is calculated utilizing the treasury stock method.

For restricted stock where restrictions are based on performance measures (“performance-based restricted stock”), restrictions lapse when those performance measures have been deemed earned. Performance-based restricted stock is included in total common shares outstanding upon the lapse of any restrictions. Performance-based restricted stock is included in total diluted shares outstanding when the performance measures have been deemed earned but not issued.  

For restricted stock, which is measured based on market conditions, the Company values the stock utilizing a Monte Carlo simulation factoring key assumptions such as the stock price at the beginning and end of the period, risk free interest rate, expected dividend yield when simulating total shareholder return, expected dividend yield when simulating the Company’s stock price, stock price volatility and correlation coefficients.  Restricted stock based on market conditions is included in total common shares outstanding upon the achievement of the performance metrics.  Restricted stock based on market conditions is included in total diluted shares outstanding when the performance metrics have been deemed earned but not issued.

Treasury Stock

Treasury Stock

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

Deferred Financing Costs

Deferred Financing Costs

The Company incurred costs (primarily professional fees and placement agent fees) in connection with borrowings under senior secured notes, the Senior Secured Term Loan and the 2016 Senior Secured Term Loan. These costs have been deferred and are being amortized using the effective interest method over the life of the related debt.

Property, Equipment, Depreciation and Amortization

Property, Equipment, Depreciation and Amortization

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

Operating Leases

Operating Leases

We determine if an arrangement contains a lease at inception. An arrangement contains a lease if it implicitly or explicitly identifies an asset to be used and conveys the right to control the use of the identified asset in exchange for consideration. As a lessee, we include operating leases in Right-of-use (“ROU”) -assets within non-current assets, Other liabilities – Current, and Other liabilities in our consolidated balance sheet.

ROU assets represent our right to use an underlying asset for the lease term and lease liabilities represent our obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized upon commencement of the lease based on the present value of the lease payments over the lease term. As most of our leases do not provide an implicit interest rate, we generally use our incremental borrowing rate based on the estimated rate of interest for fully amortizing borrowings over a similar term of the lease payments at commencement date to determine the present value of lease payments. Lease expense for lease payments is recognized on a straight-line basis over the lease term. Expenses associated with operating leases are included in “Selling, general and administrative” within our Consolidated Statement of operations. Leases with a lease term of 12 months or less are not capitalized.

Long-Lived Assets

Long-Lived Assets

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

Assumptions used in our fair value estimates are as follow: (i) discount rates; (ii) royalty rates; (iii) projected average revenue growth rates; and (iv) projected long-term growth rates. The testing also factors in economic conditions and expectations of management and may change in the future based on period-specific facts and circumstances. During FY 2020, the Company recorded an impairment charge of $19.6 million resulted from a decline in the fair value of our Ecko Mark/Ecko joint venture in China and our equity interest in our Candies joint venture in China which was impacted by the effects of COVID-19 in that market. During FY 2019, the Company recorded an impairment charge in the amount of $17.0 million based on the estimated value that was to be realized on the disposition of the Company’s equity interest in Marcy Media Holdings, LLC, and an $9.6 million (inclusive of a $2.6 million of write off of advances made to the entity) impairment to its investment in MG Icon based on the poor performance of MG Icon. Refer to Note 4 for further details.

Goodwill and Trademarks

Goodwill and Trademarks

Goodwill represents the excess of purchase price over the fair value of net assets acquired in business combinations accounted for under the purchase method of accounting. On an annual basis and as needed, the Company tests goodwill and indefinite life trademarks for impairment utilizing discounted cash flow models. Other intangibles with determinable lives, including certain trademarks, license agreements and non-compete agreements, are evaluated for the possibility of impairment when certain indicators are present, and are otherwise amortized on a straight-line basis over the estimated useful lives of the assets (currently ranging from 1 to 15 years).  Assumptions used in our fair value estimates are as follow: (i) discount rates; (ii) royalty rates; (iii) projected average revenue growth rates; and (iv) projected long-term growth rates. The testing also factors in economic conditions and expectations of management and may change in the future based on period-specific facts and circumstances.  The Company did not record any impairment charges for goodwill for FY 2020 and FY 2019, respectively.  In the FY 2020 and FY 2019, the Company recognized non-cash impairment charge for trademarks of $35.1 million and $65.6 million, respectively.  Refer to Note 3 for further details.

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.

Revenue Recognition

Revenue Recognition

The Company enters into various license agreements that provide revenues based on minimum royalties and advertising/ marketing fees and additional revenues based on a percentage of defined sales. Minimum royalty and advertising/ marketing revenue is recognized on a straight-line basis over the full contract term.  Minimum royalties that escalate on an annual basis over the contract term are recognized on a straight-line basis over the full contract term.  Royalties exceeding the defined minimum amounts in a specific contract year (sales-based royalties), as defined in each license agreement, are recognized only in the subsequent periods to when the minimum guarantee for the contract year has been achieved and when the later of the following events occur: (i) the subsequent sale occurs, or (ii) the performance obligation to which some or all of the sales-based royalty has been allocated has been satisfied (or partially satisfied).

Foreign Currency

Foreign Currency

The Company’s consolidated joint ventures’ functional currency is U.S. dollars.  The functional currencies of the Company’s international subsidiaries are the local currencies of the countries in which the subsidiaries are located. Foreign currency denominated assets and liabilities are translated into U.S. dollars using the exchange rates in effect at the consolidated balance sheet date. Results of operations and cash flows are translated using the average exchange rates throughout the period. The effect of exchange rate fluctuations on translation of assets and liabilities is included as a component of shareholders’ equity in accumulated other comprehensive income (loss).  

Taxes on Income

Taxes on Income

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

Earnings (Loss) Per Share

Earnings (Loss) Per Share

Basic earnings (loss) per share includes no dilution and is computed by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflect, in periods in which they have a dilutive effect, the effect of common shares issuable upon exercise of stock options, vesting of restricted stock, and potential conversion of our convertible debt. The difference between reported basic and diluted weighted-average common shares results from the assumption that all dilutive stock options, convertible debt and restricted stock outstanding were exercised into common stock.

We may be required to calculate basic earnings (loss) per share using the two-class method as a result of the Company’s redeemable non-controlling interests.  To the extent that the redemption value increases and exceeds the then-current fair value of a redeemable non-controlling interest, net (loss) income attributable to Iconix Brand Group, Inc. (used to calculate earnings (loss) per share) could be negatively impacted by that increase, subject to certain limitations.  The partial or full recovery of any reductions to net (loss) attributable to Iconix Brand Group, Inc. (used to calculate earnings (loss) per share) is limited to any cumulative prior-period reductions. Refer to Note 10 for further details.

Advertising Campaign Costs

Advertising Campaign Costs

Advertising costs such as print and online media are expensed when the advertisement first occurs. Advertising expenses for FY 2020 and FY 2019 amounted to $5.5 million, and $13.7 million, respectively.

The Company also incurs co-operative advertising costs that represent reimbursements to certain licensees for shared marketing expenses related to the sale of its products.  In accordance with ASC 606, these reimbursements are recorded as a reduction to licensing revenue.

Comprehensive Income (Loss)

Comprehensive Income (Loss)

Comprehensive income (loss) includes certain gains and losses that, under U.S. GAAP, are excluded from net income (loss) as such amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s comprehensive income (loss) is primarily comprised of net income (loss), and foreign currency translation.

New Accounting Standards

New Accounting Standards

In June 2016, the FASB issued ASU No. 2016-13 – Financial Instruments – Credit Losses: Measurement of Credit Losses on Financial Instruments (Topic 326). ASU 2016-13 amends the impairment model to utilize an expected loss methodology in place of the currently used incurred loss methodology, which will result in more timely recognition of losses. The new standard applies to financial assets measured at amortized cost basis, including receivables that result from revenue transactions and held-to-maturity debt securities. This ASU is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2022. Management is currently evaluating the impact of this ASU on its consolidated financial statements.

In February 2017, the FASB issued ASU No. 2017-04, “Intangibles – Goodwill and Other (Topic 350):  Simplifying the Test for Goodwill Impairment”, which simplifies the subsequent measurement of goodwill by eliminating Step 2 from the goodwill impairment test and eliminated the requirements for any reporting unit with a zero or negative carrying amount to perform a qualitative assessment.  The ASU is effective for public business entities for annual or any interim goodwill impairment tests in fiscal years beginning after December 15, 2019.  This ASU should be applied prospectively.  Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017.  The Company adopted the new standard on January 1, 2020. The new standard did not have a material impact to the Company’s financial statements.

Correction of Immaterial Errors

Correction of Immaterial Errors

During the fourth quarter of FY 2020, the Company determined certain income tax transactions as well as previously identified expense and equity transactions were incorrectly recorded by the Company in the fourth quarter of FY2019 in the Company’s consolidated financial statements and have been corrected in the consolidated financial statements included in this Form 10-K. Management evaluated the materiality of these errors from a quantitative and qualitative perspective and concluded that the adjustments related to these transactions individually and in aggregate were not material to any of the Company’s previously issued financial statements and disclosures.  However, the cumulative impact of these out-of-period adjustments were material to the financial statements for the three and twelve months ended December 31, 2020. Accordingly, no amendments to previously filed reports are deemed necessary. A summary of the effects of these revisions for FY 2019 and 2020 quarterly financial statements are presented below. The information in the tables below represent the statement of operations and balance sheet line items affected by the revisions. There was no impact to net cash provided by operating activities in in any period. The financial information included in the accompanying financial statements and notes thereto reflect the effects of the corrections and other adjustments described in the preceding discussion and following tables.

Revised Consolidated Statement of Operations (in thousands, except earnings per share data)
	For the Twelve Months Ended December 31, 2019
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	83,996		$	752		$	84,748
Operating Income (loss)		(30,780	)		(752	)		(31,532	)
Interest expense		57,264			(343	)		56,921
Loss before income taxes		(93,833	)		(409	)		(94,242	)
Provision for income taxes		8,083			(2,400	)		5,683
Net loss		(101,916	)		1,991			(99,925	)
Net loss per share - basic and diluted	$	(10.56	)	$	0.19		$	(10.37	)
Revised Consolidated Balance Sheets (in thousands)
	December 31, 2019
	As Reported			Adjustments			As Revised
Accounts payable and accrued expenses	$	51,503		$	(1,991	)	$	49,512
Total current liabilities		131,955			(1,991	)		129,964
Redeemable Non-Controlling Interest		34,461			(1,392	)		33,069
Accumulated deficit		(429,117	)		1,991			(427,126	)
Non-Controlling Interest		26,521			1,392			27,913
Total Stockholders' Deficit		(256,359	)		3,383			(252,976	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Three Months Ended March 31, 2020
	As Reported			Adjustments			As Revised
Interest expense	$	16,713		$	343		$	17,056
Net loss		(20,658	)		(343	)		(21,001	)
Net loss per share - basic and diluted	$	(1.86	)	$	(0.03	)	$	(1.89	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Three Months Ended June 30, 2020
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	14,978		$	(216	)	$	14,762
Operating Income (loss)		3,549			216			3,765
Net loss		(15,680	)		216			(15,464	)
Net loss per share - basic and diluted	$	(1.46	)	$	0.02		$	(1.44	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Six Months Ended June 30, 2020
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	32,128		$	(216	)	$	31,912
Operating Income (loss)		(1,303	)		216			(1,087	)
Interest expense		33,760			343			34,103
Net loss		(36,339	)		(127	)		(36,466	)
Net loss per share - basic and diluted	$	(3.32	)	$	(0.01	)	$	(3.33	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Nine Months Ended September 30, 2020
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	42,043		$	(216	)	$	41,827
Operating Income (loss)		65,047			216			65,263
Interest expense		52,249			343			52,592
Net Income (loss)		10,363			(127	)		10,236
Earnings (loss) per share - basic	$	0.55		$	(0.01	)	$	0.54
Earnings (loss)  per share - diluted	$	0.37		$	—		$	0.37

Reclassifications

During the current year certain reclassifications, which were immaterial, have been made to conform prior year data to the current presentation. During FY 2019, the Company also made a reclassification between redeemable noncontrolling interest and noncontrolling interest.  

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Summary of Significant Accounting Policies (Tables)

12 Months Ended

Dec. 31, 2020

Accounting Policies [Abstract]

Summary of Revised Consolidated Statement of Operations and Balance Sheets

During the fourth quarter of FY 2020, the Company determined certain income tax transactions as well as previously identified expense and equity transactions were incorrectly recorded by the Company in the fourth quarter of FY2019 in the Company’s consolidated financial statements and have been corrected in the consolidated financial statements included in this Form 10-K. Management evaluated the materiality of these errors from a quantitative and qualitative perspective and concluded that the adjustments related to these transactions individually and in aggregate were not material to any of the Company’s previously issued financial statements and disclosures.  However, the cumulative impact of these out-of-period adjustments were material to the financial statements for the three and twelve months ended December 31, 2020. Accordingly, no amendments to previously filed reports are deemed necessary. A summary of the effects of these revisions for FY 2019 and 2020 quarterly financial statements are presented below. The information in the tables below represent the statement of operations and balance sheet line items affected by the revisions. There was no impact to net cash provided by operating activities in in any period. The financial information included in the accompanying financial statements and notes thereto reflect the effects of the corrections and other adjustments described in the preceding discussion and following tables.

Revised Consolidated Statement of Operations (in thousands, except earnings per share data)
	For the Twelve Months Ended December 31, 2019
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	83,996		$	752		$	84,748
Operating Income (loss)		(30,780	)		(752	)		(31,532	)
Interest expense		57,264			(343	)		56,921
Loss before income taxes		(93,833	)		(409	)		(94,242	)
Provision for income taxes		8,083			(2,400	)		5,683
Net loss		(101,916	)		1,991			(99,925	)
Net loss per share - basic and diluted	$	(10.56	)	$	0.19		$	(10.37	)
Revised Consolidated Balance Sheets (in thousands)
	December 31, 2019
	As Reported			Adjustments			As Revised
Accounts payable and accrued expenses	$	51,503		$	(1,991	)	$	49,512
Total current liabilities		131,955			(1,991	)		129,964
Redeemable Non-Controlling Interest		34,461			(1,392	)		33,069
Accumulated deficit		(429,117	)		1,991			(427,126	)
Non-Controlling Interest		26,521			1,392			27,913
Total Stockholders' Deficit		(256,359	)		3,383			(252,976	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Three Months Ended March 31, 2020
	As Reported			Adjustments			As Revised
Interest expense	$	16,713		$	343		$	17,056
Net loss		(20,658	)		(343	)		(21,001	)
Net loss per share - basic and diluted	$	(1.86	)	$	(0.03	)	$	(1.89	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Three Months Ended June 30, 2020
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	14,978		$	(216	)	$	14,762
Operating Income (loss)		3,549			216			3,765
Net loss		(15,680	)		216			(15,464	)
Net loss per share - basic and diluted	$	(1.46	)	$	0.02		$	(1.44	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Six Months Ended June 30, 2020
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	32,128		$	(216	)	$	31,912
Operating Income (loss)		(1,303	)		216			(1,087	)
Interest expense		33,760			343			34,103
Net loss		(36,339	)		(127	)		(36,466	)
Net loss per share - basic and diluted	$	(3.32	)	$	(0.01	)	$	(3.33	)
Revised Consolidated Statement of Operations (in thousands, except earnings per share data)	For the Nine Months Ended September 30, 2020
	As Reported			Adjustments			As Revised
Selling, general and administrative expenses	$	42,043		$	(216	)	$	41,827
Operating Income (loss)		65,047			216			65,263
Interest expense		52,249			343			52,592
Net Income (loss)		10,363			(127	)		10,236
Earnings (loss) per share - basic	$	0.55		$	(0.01	)	$	0.54
Earnings (loss)  per share - diluted	$	0.37		$	—		$	0.37

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Revenue Recognition (Tables)

12 Months Ended

Dec. 31, 2020

ASC 606

Summary of Revenues Disaggregated by License Type, Revenue Source and Geography

The following table presents our revenues disaggregated by license type:

	For the Year Ended December 31,
	2020		2019
Licensing revenue by license type:
Direct-to-retail license	$	31,066	$	42,818
Wholesale licenses		76,470		105,059
Other licenses (1)		1,040		1,107
	$	108,576	$	148,984

⁽¹⁾ Included in Other licenses for FY 2020 is $0.9 million of revenue associated with the Umbro business purchases discussed above as compared to $0.9 million for FY 2019.

The following table represents our revenues disaggregated by geography:

	For the Year Ended December 31,
	2020		2019
Total licensing revenue by geographic region:
United States	$	65,000	$	88,444
Other (1)		43,576		60,540
	$	108,576	$	148,984

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

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Goodwill and Trademarks and Other Intangibles, net (Tables)

12 Months Ended

Dec. 31, 2020

Goodwill And Intangible Assets Disclosure [Abstract]

Changes in Carrying Amount of Goodwill by Segment

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

	Women's		Men's		Home		International		Consolidated
Net goodwill at January 1, 2019		—		—		—	$	26,099	$	26,099
Impairment		—		—		—		—		—
Net goodwill at December 31, 2019		—		—		—		26,099		26,099
Impairment		—		—		—		—		—
Net goodwill at December 31, 2020	$	—	$	—	$	—	$	26,099	$	26,099

Trademarks and Other Intangibles, net

Trademarks and other intangibles, net consist of the following:

		December 31, 2020				December 31, 2019
	Estimated Lives in Years	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Indefinite-lived trademarks	Indefinite	$	246,786	$	—	$	274,080	$	—
Definite-lived trademarks	10-15		8,958		8,958		8,958		8,958
Licensing contracts	1-9		978		978		978		974
		$	256,722	$	9,936	$	284,016	$	9,932
Trademarks and other intangibles, net				$	246,786			$	274,084

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Consolidated Entities, Joint Ventures and Investments (Tables)

12 Months Ended

Dec. 31, 2020

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

Equity Method Investments

Investments in Iconix China

Through our ownershipof Iconix China (see above), we have equity interests in the following private companies which are accounted for as equity method investments:

		Ownership by	Carrying Value of Investment as of
Brands Placed	Partner	Iconix China	December 31, 2020
Candie’s	Candies Shanghai Fashion Co. Ltd. (2)	20%	$	—
Marc Ecko	Shanghai MuXiang Apparel & Accessory Co. Limited (3)	0%		—
Material Girl	Ningbo Material Girl Fashion Co. Ltd. (1)	0%		—
Ecko Unltd	Ai Xi Enterprise (Shanghai) Co. Limited	20%		1,341
			$	1,341

⁽¹⁾ In March 2019, the Company sold its 20% interest in Ningbo Material Girl Fashion Co. Ltd. (“Material Girl China”) to Ningbo Peacebird Fashion & Accessories Co. Ltd. for $3.0 million in cash.  Pursuant to the agreement, the sale price was reduced by an initial cash investment of $0.2 million, as well as $0.6 million of brand management expenses incurred since the inception of the Material Girl China entity, resulting in total net proceeds of $2.2 million.  Additionally, Purim LLC, our MG Icon partner, is entitled to 33.3% of the net proceeds (or approximately $0.7 million) resulting in the Company’s portion of the net proceeds from the transaction to be approximately $1.5 million.  As a result of this transaction, the Company recognized a gain of $0.2 million, which has been recorded within Other Income in the Company’s consolidated statement of operations during FY 2019.

⁽²⁾ As a result of recent losses, primarily due to the impact of COVID-19 on the retail industry, the Company determined that the losses associated with this investment were other than temporary and determined that the fair value of its investment was de minimis. Accordingly, the Company recorded an impairment charge of $9.8 million during FY 2020.

⁽³⁾ In August 2020, the Company rescinded the trademark rights for the Ecko/Marc Ecko brand in exchange for its equity interest in the joint venture and recorded an impairment charge of $9.7 million during FY 2020.

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Gains on Sale of Trademarks, net (Tables)

12 Months Ended

Dec. 31, 2020

Investments Debt And Equity Securities [Abstract]

Schedule of Gains on Sale of Trademarks, Net

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

	For the Twelve Months Ended December 31,
	2020		2019
Interest in Umbro trademark in Iconix China (1)	$	59,582	$	—
Interest in Starter trademark in Iconix China (2)		14,523		—
Net gains on sale of trademarks	$	74,105	$	—

⁽¹⁾ In July 2020, the Company completed the sale of all of its equity interests of Umbro China, Limited (the “Umbro China Sale”) for gross consideration of $62.5 million. The Umbro China Sale includes the sale of the Umbro sports brand in the People’s Republic of China, Hong Kong, Taiwan and Macau (refer to Note 1 and Note 3).

⁽²⁾ In September 2020, the Company completed the sale of all of its equity interests of Starter China, Limited (the “Starter China Sale”) for gross consideration of $16.0 million. The Starter China Sale includes the sale of the Starter brand in the People’s Republic of China, Hong Kong, Taiwan and Macau (refer to Note 1 and Note 3).

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Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2020

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:

	December 31, 2020				December 31, 2019
	CarryingAmount		Fair Value		CarryingAmount		Fair Value
Long-term debt, including current portion (1)	$	564,401	$	442,751	$	645,721	$	556,187

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

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Debt Arrangements (Tables)

12 Months Ended

Dec. 31, 2020

Debt Disclosure [Abstract]

Net Carrying Amount of Debt

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

	December 31, 2020			December 31, 2019
Senior Secured Notes	$	317,856		$	338,130
Variable Funding Note, net of original issue discount		100,000			99,610
Senior Secured Term Loan, net of original issue discount		94,755			162,418
5.75% Convertible Notes (1)		50,868			47,277
Payroll Protection Program Loan		1,307			—
Unamortized debt issuance costs		(385	)		(1,714	)
Total debt		564,401			645,721
Less current maturities		28,433			61,976
Total long-term debt	$	535,968		$	583,745

⁽¹⁾ Reflects the debt carrying amount, which is accounted for under the Fair Value Option in the consolidated balance sheet as of December 31, 2020 and December 31, 2019.  The actual principal outstanding balance of the 5.75% Convertible Notes is $94.4 million and $94.4 million as of December 31, 2020 and December 31, 2019, respectively.

Company's Debt Maturities on Calendar Year Basis

As of December 31, 2020, the Company’s debt maturities on a calendar year basis are as follows:

	Total		2021		2022		2023		2024		2025		Thereafter
Senior Secured Notes	$	317,856	$	3,451	$	—	$	—	$	—	$	—	$	314,405
Variable Funding Notes	$	100,000		4,914		7,031		7,031		7,031		7,031		66,962
Senior Secured Term Loan (1)	$	94,755		19,284		75,471		—		—		—		—
5.75% Convertible Notes (2)	$	50,868		—		—		50,868		—		—		—
Payroll Protection Program Loan (3)	$	1,307		784		523		—		—		—		—
Total	$	564,786	$	28,433	$	83,025	$	57,899	$	7,031	$	7,031	$	381,367

⁽¹⁾ Reflects the net debt carrying amount, effected by the outstanding balance of the original issue discount, in the consolidated balance sheet as of December 31, 2020.  The actual principal outstanding balance of the Senior Secured Term Loan is $99.9 million as of December 31, 2020.

⁽²⁾ Reflects the debt carrying amount which is accounted for under the Fair Value Option in the consolidated balance sheet as of December 31, 2020.  The actual principal outstanding balance of the 5.75% Convertible Notes is $94.4 million as of December 31, 2020.

⁽³⁾ The Payroll Protection Program Loan and related accrued interest are eligible for forgiveness, in whole or in part based on the usage of the proceeds. The Company intends to submit an application for the loan to be forgiven in conformity with the loan’s terms. The Company believes it qualifies for such forgiveness. However, there is no assurance the Company will be successful in obtaining approval from the U.S. Small Business Administration.

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Stockholders' Equity (Tables)

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Summary of Unvested Restricted Stock

The following tables summarize information about unvested restricted stock transactions:

	FY 2020					FY 2019
	Shares			Weighted Average Grant Date Fair Value		Shares			Weighted Average Grant Date Fair Value
Non-vested, January 1,		326,844		$	1.94		239,077		$	2.68
Granted		—			—		329,145			1.70
Vested		(196,332	)		1.97		(241,082	)		2.26
Forfeited/Canceled		—			—		(296	)		75.20
Non-vested, December 31,		130,512		$	1.90		326,844		$	1.94

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Earnings (Loss) Per Share (Tables)

12 Months Ended

Dec. 31, 2020

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 Year Ended December 31,
(in thousands)	2020		2019
Basic		12,334		10,559
Effect of convertible notes subject    to conversion		—		—
Effect of assumed vesting of dilutive shares		—		—
Diluted		12,334		10,559

Schedule of Impact on Earnings Per Share Calculation

For FY 2020 and FY 2019, adjustments to the Company’s redeemable non-controlling interest and effects of the potential conversion of the 5.75% Convertible Notes had impacts on the Company’s earnings per share calculations as follows: 

	For the Year Ended December 31,
	2020			2019
For earnings (loss) per share - basic:
Net loss attributable to Iconix Brand Group, Inc.	$	(7,336	)	$	(109,522	)
Accretion of redeemable non-controlling interest		(29	)		—
Net loss attributable to Iconix Brand Group, Inc.    after the effect of accretion of redeemable    non-controlling interest for basic earnings (loss) per share	$	(7,365	)	$	(109,522	)
For earnings (loss) per share - diluted:
Net loss attributable to Iconix Brand Group, Inc.	$	(7,336	)	$	(109,522	)
Effect of potential conversion of 5.75% Convertible Notes		—			—
Accretion of redeemable non-controlling interest		(29	)		—
Net loss attributable to Iconix Brand Group, Inc.    after the effect of potential conversion of 5.75%    Convertible Notes for diluted earnings (loss) per share	$	(7,365	)	$	(109,522	)
Loss per share:
Basic	$	(0.60	)	$	(10.37	)
Diluted	$	(0.60	)	$	(10.37	)
Weighted average number of common shares    outstanding:
Basic		12,334			10,559
Diluted		12,334			10,559

⁽¹⁾ There was no effect of potential conversion of the Company’s 5.75% Notes on the Company’s diluted earnings per share calculation for FY 2020 and FY 2019, as the effect was anti-dilutive.

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Related Party Transactions (Tables)

12 Months Ended

Dec. 31, 2020

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.  In the case of Sports Direct International plc (“Sports Direct”), the Company maintains license agreements with Sports Direct, but in addition, during FY 2018, the Company entered into a cooperation agreement with Sports Direct that allowed Sports Direct to appoint two members to the Company’s Board of Directors. The cooperation agreement expired pursuant to its terms during the first quarter of 2019. As of December 31, 2020 and December 31, 2019, the Company recognized the following royalty revenue amounts:

	For the Twelve Months Ended December 31,
Joint Venture Partner	2020		2019
M.G.S. Sports Trading Limited		400		440
Pac Brands USA, Inc.		329		363
Albion Equity Partners LLC / GL Damek		2,412		2,350
Li Ning		617		—
MHMC (1)		—		7
Sports Direct International plc		1,829		1,188
	$	5,587	$	4,348

⁽¹⁾ As detailed in Note 4, as of July 2019, MHMC is no longer a related party.

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Operating Leases (Tables)

12 Months Ended

Dec. 31, 2020

Leases [Abstract]

Summary of Components of Lease Cost

For the twelve months ended December 31, components of lease cost were as follows:

	For the Year Ended December 31, 2020		For the Year Ended December 31, 2019
Operating lease cost	$	2,238	$	2,215
Short-term lease cost		148		537
Variable lease cost		376		396
	$	2,762	$	3,148

Schedule of Maturities of Lease Liabilities Under Non-cancellable Leases

Maturities of lease liabilities under non-cancellable leases as of December 31, 2020 are as follows:

	Operating Leases
2021	$	2,767
2022		2,171
2023		2,109
2024		1,079
Total undiscounted lease payments	$	8,126
Less: Imputed interest		1,004
Total lease liabilities	$	7,122

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Income Taxes (Tables)

12 Months Ended

Dec. 31, 2020

Income Tax Disclosure [Abstract]

Pre-Tax Book Loss

Pre-tax book loss for FY 2020 and FY 2019 were as follows:

	FY 2020			FY 2019
Domestic	$	(92,883	)	$	(130,149	)
Foreign		87,702			35,907
Total pre-tax loss	$	(5,181	)	$	(94,242	)

Income Tax Provision (Benefit) for Federal, and State and Local Income Taxes

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

	Year Ended December 31, 2020			Year Ended December 31, 2019
Current:
Federal	$	(6,509	)	$	(1,012	)
State and local		21			(10	)
Foreign		3,552			6,785
Total current	$	(2,936	)	$	5,763
Deferred:
Federal		(185	)		23
State and local		402			(103	)
Foreign		514			—
Total deferred		731			(80	)
Total Provision	$	(2,205	)	$	5,683

Significant Components of Net Deferred Tax Assets and Liabilities

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

	2020			2019
State net operating loss carryforwards	$	6,117		$	4,064
U.S. Federal net operating loss carryforwards		54,349			36,391
Receivable reserves		1,344			280
Interest expense limitation		20,387			16,779
Intangibles		59,358			96,177
Equity compensation		1,988			1,838
Foreign Tax Credit		8,722			5,252
Other		5,895			9,293
Total deferred tax assets		158,160			170,074
Valuation allowance		(136,661	)		(143,453	)
Net deferred tax assets	$	21,499		$	26,621
Depreciation		—			(284	)
Convertible notes		(5,917	)		(6,451	)
Investment in joint ventures		(20,778	)		(24,350	)
Total deferred tax liabilities		(26,695	)		(31,085	)
Total net deferred tax liabilities	$	(5,196	)	$	(4,464	)
Balance Sheet detail on total net deferred tax    assets (liabilities):
Non-current portion of net deferred tax assets		—			—
Non-current portion of net deferred tax liabilities	$	(5,196	)	$	(4,464	)

Rate Reconciliation Between Amount of Income Tax Provision (Benefit) at Federal Rate and Provision (Benefit) from Taxes on Loss Before Income Tax

The following is a rate reconciliation between the amount of income tax provision (benefit) at the Federal rate of 21% and provision (benefit) from taxes on loss before income taxes for FY 2020 and FY 2019, respectively:

	2020			2019
Income tax benefit computed at the federal rate of 21%	$	(1,089	)	$	(19,791	)
Increase (reduction) in income taxes resulting from:
State and local income taxes (benefit), net of federal    income tax		420			(115	)
Non-controlling interest		(1,146	)		(2,552	)
Valuation allowance		1,330			21,842
Interest on income tax receivable		—			(1,253	)
Non-deductible interest expense		1,143			1,192
Non-deductible executive compensation		332			150
Foreign Earnings (rate differential)		3,467			8,300
Prior Year True Up		(8	)		(2,400	)
US Tax Reform / CARES Act		(6,686	)		23
Other, net		32			287
Total	$	(2,205	)	$	5,683

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Accumulated Other Comprehensive Loss (Tables)

12 Months Ended

Dec. 31, 2020

Equity [Abstract]

Schedule of Accumulated Other Comprehensive Loss

The following table sets forth the activity in accumulated other comprehensive loss for the years ended December 31, 2020 and December 31, 2019:

	Year ended December, 31
Accumulated Other Comprehensive Loss	2020			2019
Beginning Balance	$	(54,643	)	$	(53,068	)
Foreign currency translation income (loss)		12,018			(1,575	)
Current period other comprehensive income (loss)		12,018			(1,575	)
Balance at December 31,	$	(42,625	)	$	(54,643	)

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Segment and Geographic Data (Tables)

12 Months Ended

Dec. 31, 2020

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:

	For the Twelve Months Ended December 31,
	2020		2019
Licensing revenue:
Women's	$	25,248	$	37,491
Men's		22,737		36,793
Home		16,194		14,753
International		44,397		59,947
	$	108,576	$	148,984
Operating income (loss):
Women's	$	3,652	$	(961	)
Men's		10,103		24,878
Home		9,486		(4,932	)
International		20,621		23,487
Corporate		23,739		(74,004	)
	$	67,601	$	(31,532	)

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Other Assets- Current and Long-Term (Tables)

12 Months Ended

Dec. 31, 2020

Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]

Other Assets-Current and Long-Term

Other Assets – Current

	December 31, 2020		December 31, 2019
Other assets - current consisted of the following:
US federal tax receivables	$	—	$	1,115
Insurance receivable		—		15,000
Prepaid advertising		209		275
Prepaid expenses		678		1,207
Prepaid income taxes		457		1,119
Prepaid insurance		372		2,042
Due from related parties		86		86
Other prepaid taxes		474		596
Other current assets	$	2,276	$	21,440

Other Assets – Long Term

	December 31, 2020		December 31, 2019
Other noncurrent assets consisted of the following:
Prepaid interest	$	4,322	$	4,868
Deposits		357		707
Other noncurrent assets		1,117		1,205
Other noncurrent assets	$	5,796	$	6,780

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The Company - Additional Information (Detail)	Dec. 31, 2020
Iconix Latin America
Significant Accounting Policies [Line Items]
Company ownership interest	100.00%
Iconix Canada
Significant Accounting Policies [Line Items]
Company ownership interest	100.00%

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Summary of Significant Accounting Policies - Additional Information (Detail)		3 Months Ended	12 Months Ended
	Mar. 14, 2019	Dec. 31, 2019 USD ($)	Dec. 31, 2020 USD ($) Entity	Dec. 31, 2019 USD ($)
Significant Accounting Policies [Line Items]
Number of consolidated joint ventures | Entity			12
Accumulated deficit		$ (427,126,000)	$ (435,562,000)	$ (427,126,000)
Net loss			(7,336,000)	(109,522,000)
Stock split, conversion ratio	0.10
Reverse stock split	1-for-10 reverse stock split
Earnings in foreign subsidiaries			0
Allowance for doubtful accounts		14,300,000	6,500,000	14,300,000
Derivative instruments, fair value		0	0	0
Impairment of equity method investment			19,607,000	26,613,000
Impairment of goodwill			0	0
Impairment of intangible assets, indefinite-lived			35,053,000	65,587,000
Advertising expenses			$ 5,500,000	13,700,000
Marcy Media Holdings, LLC
Significant Accounting Policies [Line Items]
Impairment of equity method investment				17,000,000
Marcy Media Holdings, LLC | Carter Parties Settlement
Significant Accounting Policies [Line Items]
Impairment of equity method investment				17,000,000
MG Icon
Significant Accounting Policies [Line Items]
Impairment of equity method investment		$ 9,600,000		9,600,000
Write off of advances made to the entity				$ 2,600,000
Minimum
Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life			3 years
Finite-lived intangible assets, useful life			1 year
Maximum
Significant Accounting Policies [Line Items]
Property, plant and equipment, useful life			7 years
Finite-lived intangible assets, useful life			15 years
Sales Revenue, Services, Net | Customer One | Customer Concentration Risk
Significant Accounting Policies [Line Items]
Concentration risk, percentage			10.00%	12.00%
Sales Revenue, Services, Net | Customer Two | Customer Concentration Risk
Significant Accounting Policies [Line Items]
Concentration risk, percentage				11.00%
Accounts Receivable | Customer One | Customer Concentration Risk
Significant Accounting Policies [Line Items]
Concentration risk, percentage			10.00%	16.00%
China | Ecko Mark/Ecko and Candies Joint Venture
Significant Accounting Policies [Line Items]
Impairment of equity method investment			$ 19,600,000
Subsidiaries | Non U.S
Significant Accounting Policies [Line Items]
Cash including restricted cash			$ 15,000,000
Percentage of cash including restricted cash held in foreign subsidiaries			25.00%
Earnings in foreign subsidiaries			$ 0
Novel Corona Virus Adverse Impact
Significant Accounting Policies [Line Items]
Accumulated deficit			(435,600,000)
Net loss			$ (3,000,000)	$ (99,900,000)

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Summary of Revised Consolidated Statement of Operations (Detail) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2020	Mar. 31, 2020	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Selling, general and administrative expenses	$ 14,762		$ 31,912	$ 41,827	$ 59,398	$ 84,748
Operating Income (loss)	3,765		(1,087)	65,263	67,601	(31,532)
Interest expense		$ 17,056	34,103	52,592	67,694	56,921
Loss before income taxes					(5,181)	(94,242)
Provision for income taxes					(2,205)	5,683
Net Income (loss)	$ (15,464)	$ (21,001)	$ (36,466)	$ 10,236	$ (2,976)	$ (99,925)
Net loss per share - basic and diluted	$ (1.44)	$ (1.89)	$ (3.33)			$ (10.37)
Earnings (loss) per share - basic				$ 0.54	$ (0.60)	(10.37)
Earnings (loss) per share - diluted				$ 0.37	$ (0.60)	$ (10.37)
As Reported
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Selling, general and administrative expenses	$ 14,978		$ 32,128	$ 42,043		$ 83,996
Operating Income (loss)	3,549		(1,303)	65,047		(30,780)
Interest expense		$ 16,713	33,760	52,249		57,264
Loss before income taxes						(93,833)
Provision for income taxes						8,083
Net Income (loss)	$ (15,680)	$ (20,658)	$ (36,339)	$ 10,363		$ (101,916)
Net loss per share - basic and diluted	$ (1.46)	$ (1.86)	$ (3.32)			$ (10.56)
Earnings (loss) per share - basic				$ 0.55
Earnings (loss) per share - diluted				$ 0.37
Adjustments
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Selling, general and administrative expenses	$ (216)		$ (216)	$ (216)		$ 752
Operating Income (loss)	216		216	216		(752)
Interest expense		$ 343	343	343		(343)
Loss before income taxes						(409)
Provision for income taxes						(2,400)
Net Income (loss)	$ 216	$ (343)	$ (127)	$ (127)		$ 1,991
Net loss per share - basic and diluted	$ 0.02	$ (0.03)	$ (0.01)			$ 0.19
Earnings (loss) per share - basic				$ (0.01)

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Summary of Revised Consolidated Balance Sheets (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2018
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Accounts payable and accrued expenses	$ 29,847	$ 49,512
Total current liabilities	67,237	129,964
Redeemable Non-Controlling Interest	24,321	33,069
Accumulated deficit	(435,562)	(427,126)
Non-Controlling Interest	26,604	27,913
Total Stockholders' Deficit	$ (248,589)	(252,976)	$ (145,735)
As Reported
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Accounts payable and accrued expenses		51,503
Total current liabilities		131,955
Redeemable Non-Controlling Interest		34,461
Accumulated deficit		(429,117)
Non-Controlling Interest		26,521
Total Stockholders' Deficit		(256,359)
Adjustments
Error Corrections And Prior Period Adjustments Restatement [Line Items]
Accounts payable and accrued expenses		(1,991)
Total current liabilities		(1,991)
Redeemable Non-Controlling Interest		(1,392)
Accumulated deficit		1,991
Non-Controlling Interest		1,392
Total Stockholders' Deficit		$ 3,383

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Revenue Recognition - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Jan. 01, 2021
Disaggregation Of Revenue [Line Items]
Licensing revenue	$ 108,576	$ 148,984
Type of Revenue [Extensible List]	us-gaap:LicenseMember	us-gaap:LicenseMember
Contract assets, current	$ 13,842	$ 9,448
Contract assets, long term	11,415	11,807
Impairment loss of contract assets	4,467	5,143
ASC 606
Disaggregation Of Revenue [Line Items]
Deferred revenue	$ 4,100
ASC 606 | Other Assets
Disaggregation Of Revenue [Line Items]
Contract assets term	1 year
ASC 606 | Other Assets - Current
Disaggregation Of Revenue [Line Items]
Contract assets, current	$ 13,800	9,400
ASC 606 | Other Assets Noncurrent
Disaggregation Of Revenue [Line Items]
Contract assets, long term	11,400	11,800
Subsequent Event
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation			$ 380,900
International
Disaggregation Of Revenue [Line Items]
Licensing revenue	$ 900	$ 900
Type of Revenue [Extensible List]	us-gaap:LicenseMember	us-gaap:LicenseMember
Cost of goods sold	$ 800	$ 900
Type of Cost, Good or Service [Extensible List]	Selling, General and Administrative Expenses	Selling, General and Administrative Expenses

XML

Revenue Recognition - Summary of Revenues Disaggregated by License Type (Detail) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019
Disaggregation Of Revenue [Line Items]
Type of Revenue [Extensible List]		us-gaap:LicenseMember	us-gaap:LicenseMember
Total revenue		$ 108,576	$ 148,984
Direct To Retail License
Disaggregation Of Revenue [Line Items]
Total revenue		31,066	42,818
Wholesale License
Disaggregation Of Revenue [Line Items]
Total revenue		76,470	105,059
Other Licenses
Disaggregation Of Revenue [Line Items]
Total revenue	[1]	$ 1,040	$ 1,107

[1] Included in Other licenses for FY 2020 is $0.9 million of revenue associated with the Umbro business purchases discussed above as compared to $0.9 million for FY 2019.

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Revenue Recognition - Summary of Revenues Disaggregated by License Type (Parenthetical) (Detail) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019
Disaggregation Of Revenue [Line Items]
Total revenue		$ 108,576	$ 148,984
Other Licenses
Disaggregation Of Revenue [Line Items]
Total revenue	[1]	1,040	1,107
Other Licenses | Umbro Business
Disaggregation Of Revenue [Line Items]
Total revenue		$ 900	$ 900

[1] Included in Other licenses for FY 2020 is $0.9 million of revenue associated with the Umbro business purchases discussed above as compared to $0.9 million for FY 2019.

XML

Revenue Recognition - Summary of Revenues Disaggregated by Geography (Detail) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019
Disaggregation Of Revenue [Line Items]
Total revenue		$ 108,576	$ 148,984
UNITED STATES
Disaggregation Of Revenue [Line Items]
Total revenue		65,000	88,444
Other
Disaggregation Of Revenue [Line Items]
Total revenue	[1]	$ 43,576	$ 60,540

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

XML

Revenue Recognition - Additional Information (Detail1) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2021-01-01
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation	$ 63.4
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2022-01-01
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation	$ 61.7
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2023-01-01
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation	$ 58.2
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2024-01-01
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation	$ 46.9
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2025-01-01
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation	$ 39.5
Revenue, remaining performance obligation, expected timing of satisfaction, period	1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date: 2026-01-01
Disaggregation Of Revenue [Line Items]
Revenue, remaining performance obligation	$ 111.2
Revenue, remaining performance obligation, expected timing of satisfaction, period

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Changes in Carrying Amount of Goodwill by Segment (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Goodwill [Line Items]
Net goodwill	$ 26,099,000	$ 26,099,000
Impairment	0	0
Net goodwill	26,099,000	26,099,000
International
Goodwill [Line Items]
Net goodwill	26,099,000	26,099,000
Net goodwill	$ 26,099,000	$ 26,099,000

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Goodwill and Trademarks and Other Intangibles, net - Additional Information (Detail)	1 Months Ended	12 Months Ended
	Sep. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) Segment	Dec. 31, 2019 USD ($)
Intangible Assets By Major Class [Line Items]
Number of reportable segments | Segment		4
Impairment of goodwill		$ 0	$ 0
Impairment of intangible assets, indefinite-lived		35,053,000	65,587,000
Proceeds from loan to equity investee		2,750,000
Impairment loss of contract assets		4,467,000	5,143,000
Amortization expense for intangible assets			100,000
Projects amortization expenses, 2021		0
Projects amortization expenses, 2022		0
Projects amortization expenses, 2023		0
Projects amortization expenses, 2024		0
Projects amortization expenses, 2025		0
Maximum
Intangible Assets By Major Class [Line Items]
Amortization expense for intangible assets		100,000
Umbro China Limited
Intangible Assets By Major Class [Line Items]
Proceeds from loan to equity investee		62,500,000
Gain on sale of equity investments		59,600,000
Costs associated with sale consisted of broker’s commission		2,900,000
Starter China Limited
Intangible Assets By Major Class [Line Items]
Proceeds from loan to equity investee	$ 16,000,000	16,000,000
Gain on sale of equity investments		14,500,000
Indefinite lived trademark		1,100,000
Impairment loss of contract assets		1,500,000
Trademarks
Intangible Assets By Major Class [Line Items]
Impairment of the definite-lived trademarks		0	0
Trademarks | Umbro China Limited
Intangible Assets By Major Class [Line Items]
Proceeds from loan to equity investee		59,600,000
Trademarks | Starter China Limited
Intangible Assets By Major Class [Line Items]
Proceeds from loan to equity investee		15,600,000
Operating Segments | Trademarks
Intangible Assets By Major Class [Line Items]
Impairment of intangible assets, indefinite-lived		35,100,000	65,600,000
Women's | Operating Segments | Trademarks
Intangible Assets By Major Class [Line Items]
Impairment of intangible assets, indefinite-lived		19,600,000	35,300,000
Men's | Operating Segments | Trademarks
Intangible Assets By Major Class [Line Items]
Impairment of intangible assets, indefinite-lived		5,200,000	800,000
Home | Operating Segments | Trademarks
Intangible Assets By Major Class [Line Items]
Impairment of intangible assets, indefinite-lived		5,200,000	17,800,000
International | Operating Segments | Trademarks
Intangible Assets By Major Class [Line Items]
Impairment of intangible assets, indefinite-lived		$ 5,100,000	$ 11,700,000

XML

Trademarks and Other Intangibles, net (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Intangible Assets By Major Class [Line Items]
Gross Carrying Amount	$ 256,722	$ 284,016
Accumulated Amortization	9,936	9,932
Net Carrying Amount	246,786	274,084
Indefinite-lived trademarks
Intangible Assets By Major Class [Line Items]
Indefinite-lived, Gross Carrying Amount	$ 246,786	274,080
Minimum
Intangible Assets By Major Class [Line Items]
Estimated Lives in Years	1 year
Maximum
Intangible Assets By Major Class [Line Items]
Estimated Lives in Years	15 years
Trademarks
Intangible Assets By Major Class [Line Items]
Finite Lived, Gross Carrying Amount	$ 8,958	8,958
Accumulated Amortization	$ 8,958	8,958
Trademarks | Minimum
Intangible Assets By Major Class [Line Items]
Estimated Lives in Years	10 years
Trademarks | 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	$ 978	978
Accumulated Amortization	$ 978	$ 974
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

XML

Consolidated Entities, Joint Ventures and Investments - Additional Information (Detail) ₨ in Millions			1 Months Ended																				3 Months Ended						6 Months Ended	12 Months Ended
	Dec. 02, 2020 USD ($)	Apr. 26, 2011 USD ($)	Mar. 31, 2021 USD ($)	Feb. 28, 2021 USD ($)	Sep. 30, 2020 USD ($)	Jul. 31, 2019 USD ($)	Jul. 31, 2018 USD ($)	Apr. 30, 2018	Oct. 31, 2016 USD ($)	Jul. 31, 2016 USD ($)	Feb. 28, 2015 USD ($)	Dec. 31, 2014 USD ($)	Sep. 30, 2014 USD ($)	Jun. 30, 2014 USD ($)	Jan. 31, 2014 USD ($)	Oct. 31, 2013 USD ($)	Jul. 31, 2013 USD ($)	Feb. 28, 2013 USD ($)	Dec. 31, 2012 USD ($)	Jun. 30, 2012 USD ($)	Mar. 31, 2010 USD ($)	May 31, 2009 USD ($) shares	Dec. 31, 2020 USD ($)	Sep. 30, 2020 USD ($)	Dec. 31, 2019 USD ($)	Sep. 30, 2019 USD ($)	Mar. 31, 2018 USD ($)	Sep. 30, 2017 USD ($)	Jun. 30, 2020 USD ($)	Dec. 31, 2020 USD ($) Multiplier	Dec. 31, 2019 USD ($)	Dec. 31, 2018 USD ($) Multiplier	Dec. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)	Dec. 31, 2015 USD ($)	Dec. 31, 2014 USD ($)	Dec. 31, 2013 USD ($)	Jun. 30, 2018	Jun. 30, 2017 USD ($)	Nov. 30, 2013 USD ($)	Sep. 30, 2013 USD ($)	Jun. 30, 2012 INR (₨)	Dec. 31, 2009
Schedule Of Investments [Line Items]
Payments to acquire ownership interest																														$ 2,750,000
Payment received upon sale interest in subsidiary																														2,750,000
Redeemable non-controlling interest																							$ 24,321,000		$ 33,069,000					$ 24,321,000	$ 33,069,000
Type of Revenue [Extensible List]																														us-gaap:LicenseMember	us-gaap:LicenseMember
Additional equity interest acquisition date																																		2017-02
Investment impairment																														$ 19,607,000	$ 26,613,000
Noncontrolling interest																							26,604,000		27,913,000					26,604,000	27,913,000
Impairment of equity method investment																							2,400,000	$ 17,200,000
Distributions from equity investments																														3,928,000	2,681,000
Lee Cooper And Umbro Brands
Schedule Of Investments [Line Items]
Business acquisition purchase price, cash paid																																			$ 3,500,000
Percentage of interest sold in equity method investment																																			70.00%
Business acquisition total purchase price																																			$ 24,700,000
Company purchased the Umbro China and Lee Cooper brands																																			24,700,000
Note receivable																																			9,400,000
Adjustments to additional paid in capital of excess purchase price over non-controlling interest																														2,200,000
Lee Cooper And Umbro Brands | Accounts Payable And Accrued Liabilities
Schedule Of Investments [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities																																			5,200,000
Lee Cooper And Umbro Brands | Other Noncurrent Liabilities
Schedule Of Investments [Line Items]
Business Combination, Recognized Identifiable Assets Acquired and Liabilities Assumed, Liabilities																																			5,400,000
Hong Kong MH Umbro International Co. Limited
Schedule Of Investments [Line Items]
Business acquisition purchase price, cash paid										$ 25,000,000
Business acquisition completion period										4 years
Equity ownership percentage										50.00%
LiNing
Schedule Of Investments [Line Items]
Equity Interest Acquisition Commencement Date									Jun. 30, 2020
Equity Interest Sale Cash Consideration On Commencement Date									$ 5,400,000
Alberta ULC
Schedule Of Investments [Line Items]
Business acquisition purchase price, cash paid																		$ 76,500,000
Ownership interest acquired																		51.00%
Modern Amusement
Schedule Of Investments [Line Items]
Business acquisition purchase price, cash paid																			$ 5,000,000
Ownership interest acquired																			51.00%
Hardy Way
Schedule Of Investments [Line Items]
Business acquisition purchase price, cash paid																						$ 9,000,000
Ownership interest acquired		85.00%																				50.00%
Business acquisition total purchase price		$ 62,000,000																				$ 17,000,000
Business acquisition purchase price, common stock issued, shares | shares																						58,868
Business acquisition purchase price, common stock issued, value																						$ 8,000,000
Hardy Way | Addition capital
Schedule Of Investments [Line Items]
Business acquisition purchase price, common stock issued, value																						$ 1,000,000
Umbro China Limited | Hong Kong MH Umbro International Co. Limited
Schedule Of Investments [Line Items]
Proceeds from sale of interest										$ 2,500,000
Percentage of interest sold										5.00%
Noncontrolling interest																							$ 1,800,000							$ 1,800,000
Reliance Brands Limited
Schedule Of Investments [Line Items]
Additional amount agreed to be contributed as working capital																				$ 500,000																						₨ 25
MG Icon
Schedule Of Investments [Line Items]
Payments to acquire ownership interest																					$ 4,000,000
Ownership interest acquired																					50.00%
Business acquisition total purchase price																					$ 20,000,000
Business consideration payable																					$ 3,000,000
Distributions from equity investments																												$ 23,000,000
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%
Minimum | LiNing
Schedule Of Investments [Line Items]
Aggregate percentage of interest in newly registered company in Hong Kong									30.00%
Minimum | MG Icon
Schedule Of Investments [Line Items]
Preferred profit distribution to the Company																																$ 23,000,000
Maximum | Hong Kong MH Umbro International Co. Limited
Schedule Of Investments [Line Items]
Aggregate percentage of interest in newly registered company in Hong Kong										50.00%
Maximum | LiNing
Schedule Of Investments [Line Items]
Aggregate percentage of interest in newly registered company in Hong Kong									50.00%
Aggregate Cash Consideration Payment Increase									$ 8,600,000
Pony International, LLC.
Schedule Of Investments [Line Items]
Business acquisition purchase price, cash paid											$ 37,000,000
Ownership interest acquired											75.00%
Percentage of minority interest in subsidiary											25.00%
Pony International, LLC. | Subsequent Event
Schedule Of Investments [Line Items]
Business acquisition purchase price, cash paid				$ 2,000,000
Ownership interest acquired				25.00%
Iconix Europe
Schedule Of Investments [Line Items]
Percentage of minority interest in subsidiary															49.00%
Hydraulic IP Holdings
Schedule Of Investments [Line Items]
Business acquisition purchase price, cash paid												$ 6,000,000
Ownership interest acquired												51.00%																								51.00%
Top On International Group, LLC
Schedule Of Investments [Line Items]
Percentage of minority interest in subsidiary												49.00%																								49.00%
Hydraulic IP Holdings LLC | Variable Interest Entity, Primary Beneficiary
Schedule Of Investments [Line Items]
Percentage of company ownership								51.00%
Ownership interest acquired								49.00%
Ownership interest								100.00%
I Brands International L L C
Schedule Of Investments [Line Items]
Percentage of company ownership																							15.00%							15.00%
Investment impairment																																$ 2,500,000
Buffalo International Unlimited Liability Corporation
Schedule Of Investments [Line Items]
Percentage of minority interest in subsidiary																		49.00%
Umbro China Limited
Schedule Of Investments [Line Items]
Percentage of company ownership						100.00%
Payment received upon sale interest in subsidiary																														$ 62,500,000
Gain on sale of interest in subsidiary																														59,600,000
Umbro China Limited | Hong Kong MH Umbro International Co. Limited
Schedule Of Investments [Line Items]
Payments to acquire ownership interest						$ 1,300,000
Ownership interest acquired						5.00%
Danskin China Limited | Li Ning Sports (Hong Kong) Company Ltd
Schedule Of Investments [Line Items]
Percentage of equity ownership interest sold																													10.00%
Sale of ownership interest																													$ 1,600,000
Danskin China Limited | Subsequent Event | Li Ning Sports (Hong Kong) Company Ltd
Schedule Of Investments [Line Items]
Percentage of equity ownership interest sold			10.00%
Sale of ownership interest			$ 1,800,000
Starter China Limited
Schedule Of Investments [Line Items]
Payment received upon sale interest in subsidiary					$ 16,000,000																									16,000,000
Gain on sale of interest in subsidiary																														14,500,000
Starter China Limited | Photosynthesis Holdings, Co. Ltd
Schedule Of Investments [Line Items]
Gain on sale of interest in subsidiary																														$ 14,500,000
Additional percentage of ownership interest sold																											10.00%
Description of completed date of sale																														Company completed the sale of Starter China in September, 2020
Starter China Limited | Photosynthesis Holdings, Co. Ltd | Sale Agreement Over Three-Year Period from January 15, 2020
Schedule Of Investments [Line Items]
Cash consideration from sale of equity interest																											$ 20,000,000
Starter China Limited | Photosynthesis Holdings, Co. Ltd | Sale Agreement Over Three-Year Period from January 16, 2022
Schedule Of Investments [Line Items]
Cash consideration from sale of equity interest																											$ 2,700,000
Percentage of royalty received as consideration																											2.50%
Starter China Limited | Minimum | Photosynthesis Holdings, Co. Ltd
Schedule Of Investments [Line Items]
Percentage of minority interest in subsidiary																											50.00%
Starter China Limited | Maximum | Photosynthesis Holdings, Co. Ltd
Schedule Of Investments [Line Items]
Percentage of minority interest in subsidiary																											60.00%
Lee Cooper China Limited | POS Lee Cooper HK Co. Ltd | Share Purchase Agreement
Schedule Of Investments [Line Items]
Business acquisition total purchase price	$ 16,000,000
Lee Cooper China Limited | Minimum | POS Lee Cooper HK Co. Ltd
Schedule Of Investments [Line Items]
Percentage of minority interest in subsidiary																																						50.00%
Iconix Australia
Schedule Of Investments [Line Items]
Percentage of company ownership							55.00%
Business acquisition purchase price, cash paid							$ 700,000
Ownership interest acquired							5.00%
Percentage of minority interest in subsidiary							45.00%
Redeemable non-controlling interest																							$ 3,000,000							$ 3,000,000
Cash payment for acquisition of assets							$ 5,900,000
Iconix China Holdings Limited
Schedule Of Investments [Line Items]
Additional amount agreed to be contributed as working capital																				2,000,000																						₨ 100
Marcy Media Holdings
Schedule Of Investments [Line Items]
Payment received upon sale interest in subsidiary																									15,000,000
Percentage of minority interest in subsidiary																	5.00%
Cash payment for acquisition of assets																	$ 32,000,000
Impairment charge																										$ 17,000,000
Iconix Lifestyle India Private Limited
Schedule Of Investments [Line Items]
Payment received upon sale interest in subsidiary																				$ 2,000,000
Percentage of interest sold in equity method investment																				50.00%																						50.00%
Receivable for investments sold																				$ 4,000,000
Committed amount receivable period																				48 months
Price for sale of interest in a subsidiary																				$ 6,000,000
Net gain recognized on sale of interest in subsidiary																																					$ 2,300,000
Iconix Lifestyle India Private Limited | Note Receivable
Schedule Of Investments [Line Items]
Receivable for investments sold																							1,000,000							1,000,000
Iconix Middle East
Schedule Of Investments [Line Items]
Payment received upon sale interest in subsidiary												$ 6,300,000
Percentage of interest sold in equity method investment												50.00%																								50.00%
Agreed price for sale of interest in a subsidiary												$ 18,800,000																								$ 18,800,000
Receivable for investments sold												$ 12,500,000																								12,500,000
Committed amount receivable period												24 months
Redeemable non-controlling interest																							$ 13,100,000							$ 13,100,000
Agreement Percentage																							120.00%							120.00%
Payment made to subsidiary for diligence and Market analysis																																				$ 3,100,000
Percentage of additional equity interest to be acquired by exercising call right																																		5.00%
Equity method investment cash Consideration																																		$ 1,800,000
Increased ownership percentage																																		55.00%
Iconix Middle East | Five-Year Put/Call Options
Schedule Of Investments [Line Items]
Put/Call option period																														6 months
Put/Call option commencement date																														Jul. 01, 2022
Multiplier on put and call options | Multiplier																														5.5
Iconix Middle East | Five-Year Put/Call Options | Minimum
Schedule Of Investments [Line Items]
Royalty revenue																														$ 12,000,000
Type of Revenue [Extensible List]																														Royalty
Iconix Middle East | Eight-Year Put/Call Options
Schedule Of Investments [Line Items]
Put/Call option period																														6 months
Put/Call option commencement date																														Jul. 01, 2022
Multiplier on put and call options | Multiplier																														5.5
Iconix Middle East | Eight-Year Put/Call Options | Minimum
Schedule Of Investments [Line Items]
Royalty revenue																														$ 12,000,000
Type of Revenue [Extensible List]																														Royalty
Iconix Israel
Schedule Of Investments [Line Items]
Percentage of interest sold in equity method investment																																								50.00%
Price for sale of interest in a subsidiary																																								$ 3,300,000
Iconix Europe
Schedule Of Investments [Line Items]
Payment received upon sale interest in subsidiary															$ 1,500,000															$ 4,000,000
Ownership interest acquired															1.00%
Percentage of interest sold in equity method investment																																											50.00%
Redeemable non-controlling interest																							$ 8,200,000							$ 8,200,000
Agreement Percentage																																	120.00%
Equity interest acquired															51.00%
Business Combination, Bargain Purchase, Revenue Recognized, Amount															$ 1,500,000
Preferred profit distribution to the Company															$ 3,000,000
Iconix Europe | Five-Year Put/Call Options
Schedule Of Investments [Line Items]
Put/Call option period																														6 months
Put/Call option commencement date																														Jul. 01, 2022
Multiplier on put and call options | Multiplier																																5.5
Iconix Europe | Eight-Year Put/Call Options
Schedule Of Investments [Line Items]
Put/Call option period																														6 months
Put/Call option commencement date																														Jul. 01, 2022
Multiplier on put and call options | Multiplier																														5.5
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 SE Asia, Ltd.
Schedule Of Investments [Line Items]
Payment received upon sale interest in subsidiary														$ 4,000,000		$ 7,500,000
Percentage of interest sold in equity method investment																50.00%
Agreed price for sale of interest in a subsidiary														$ 15,900,000
Receivable for investments sold																$ 4,500,000
Committed amount receivable period																24 months
Agreement Percentage																120.00%
Price for sale of interest in a subsidiary																$ 12,000,000
Marketing costs incurred																																			5,400,000
Contractual value of option																							$ 19,500,000							$ 19,500,000
Pre-tax gain on deconsolidation of entity																																	$ 3,800,000
Iconix SE Asia, Ltd. | Level 3
Schedule Of Investments [Line Items]
Equity-method investment at fair value																																							$ 17,400,000
Iconix SE Asia, Ltd. | Lee Cooper And Umbro Brands
Schedule Of Investments [Line Items]
Payment received upon sale interest in subsidiary													$ 4,300,000
Agreed price for sale of interest in a subsidiary													21,500,000
Guaranteed minimum distributions													$ 5,100,000
Iconix SE Asia, Ltd. | Administrative Manager
Schedule Of Investments [Line Items]
Percentage of gross revenue paid monthly as services fee																																5.00%
Iconix SE Asia, Ltd. | Local Manager
Schedule Of Investments [Line Items]
Percentage of gross revenue paid monthly as services fee																																15.00%
Iconix SE Asia, Ltd. | Minimum | Guarantee of Business Revenue
Schedule Of Investments [Line Items]
Guaranteed minimum distributions																																			$ 2,500,000
Iconix SE Asia, Ltd. | Five-Year Put/Call Options
Schedule Of Investments [Line Items]
Put/Call option period																6 months
Put/Call option commencement date																Jul. 01, 2022
Iconix SE Asia, Ltd. | Five-Year Put/Call Options | Europe
Schedule Of Investments [Line Items]
Multiplier on put and call options | Multiplier																																5.5
Iconix SE Asia, Ltd. | Five-Year Put/Call Options | Minimum | Europe
Schedule Of Investments [Line Items]
Agreed Value																																$ 7,600,000
Iconix SE Asia, Ltd. | Eight-Year Put/Call Options
Schedule Of Investments [Line Items]
Put/Call option period																6 months
Put/Call option commencement date																Jul. 01, 2022
Iconix SE Asia, Ltd. | Eight-Year Put/Call Options | Europe
Schedule Of Investments [Line Items]
Multiplier on put and call options | Multiplier																																5.5
Iconix SE Asia, Ltd. | Eight-Year Put/Call Options | Minimum | Europe
Schedule Of Investments [Line Items]
Agreed Value																																$ 7,600,000
Global Brands Group Asia Limited
Schedule Of Investments [Line Items]
Ownership interest acquired																																			50.00%
MG Icon
Schedule Of Investments [Line Items]
Payments to acquire ownership interest																									2,600,000						2,600,000
Investment impairment																									$ 9,600,000						$ 9,600,000

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Consolidated Entities, Joint Ventures and Investments - Equity Method Investments (Detail) - Iconix China Holdings Limited $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Schedule Of Equity Method Investments [Line Items]
Carrying Value of Investment	$ 1,341
Candies Shanghai Fashion Co. Ltd.
Schedule Of Equity Method Investments [Line Items]
Brands Placed	Candie’s	[1]
Ownership by Iconix China	20.00%	[1]
Shanghai MuXiang Apparel & Accessory Co. Limited
Schedule Of Equity Method Investments [Line Items]
Brands Placed	Marc Ecko	[2]
Ownership by Iconix China	0.00%	[2]
Ningbo Material Girl Fashion Co. Ltd
Schedule Of Equity Method Investments [Line Items]
Brands Placed	Material Girl	[3]
Ownership by Iconix China	0.00%	[3]
Ai Xi Enterprise (Shanghai) Co. Limited
Schedule Of Equity Method Investments [Line Items]
Brands Placed	Ecko Unltd
Ownership by Iconix China	20.00%
Carrying Value of Investment	$ 1,341

[1] As a result of recent losses, primarily due to the impact of COVID-19 on the retail industry, the Company determined that the losses associated with this investment were other than temporary and determined that the fair value of its investment was de minimis. Accordingly, the Company recorded an impairment charge of $9.8 million during FY 2020.

[2] In August 2020, the Company rescinded the trademark rights for the Ecko/Marc Ecko brand in exchange for its equity interest in the joint venture and recorded an impairment charge of $9.7 million during FY 2020.

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

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Consolidated Entities, Joint Ventures and Investments - Equity Method Investments (Parenthetical) (Detail) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Mar. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Schedule Of Equity Method Investments [Line Items]
Payment received upon sale interest in subsidiary		$ 2,750
Ningbo Material Girl Fashion Co. Ltd | Ningbo Peacebird Fashion & Accessories Co. Ltd.
Schedule Of Equity Method Investments [Line Items]
Percentage of equity ownership interest sold	20.00%
Sale of ownership interest	$ 3,000
Sale price reduction by initial cash investments	200
Brand management expenses incurred	600
Payment received upon sale interest in subsidiary	$ 2,200
Ningbo Material Girl Fashion Co. Ltd | Purim LLC.
Schedule Of Equity Method Investments [Line Items]
Percentage of equity ownership interest sold	33.30%
Sale of ownership interest	$ 700
Payment received upon sale interest in subsidiary	$ 1,500
Gain on sale of equity investments			$ 200
Candies Shanghai Fashion Co. Ltd. | COVID-19
Schedule Of Equity Method Investments [Line Items]
Impairment charge		9,800
Ai Xi Enterprise (Shanghai) Co. Limited
Schedule Of Equity Method Investments [Line Items]
Impairment charge		$ 9,700

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Gains on Sale of Trademarks, net - Schedule of Gains on Sale of Trademarks, Net (Detail) $ in Thousands	12 Months Ended
	Dec. 31, 2020 USD ($)
Schedule Of Gain Loss On Investments Including Marketable Securities And Investments Held At Cost Income Statement Reported Amounts Summary [Line Items]
Net gains on sale of trademarks	$ 74,105
Umbro Trademark | Iconix China
Schedule Of Gain Loss On Investments Including Marketable Securities And Investments Held At Cost Income Statement Reported Amounts Summary [Line Items]
Net gains on sale of trademarks	59,582	[1]
Starter Trademark | Iconix China
Schedule Of Gain Loss On Investments Including Marketable Securities And Investments Held At Cost Income Statement Reported Amounts Summary [Line Items]
Net gains on sale of trademarks	$ 14,523	[2]

[1] In July 2020, the Company completed the sale of all of its equity interests of Umbro China, Limited (the “Umbro China Sale”) for gross consideration of $62.5 million. The Umbro China Sale includes the sale of the Umbro sports brand in the People’s Republic of China, Hong Kong, Taiwan and Macau (refer to Note 1 and Note 3).

[2] In September 2020, the Company completed the sale of all of its equity interests of Starter China, Limited (the “Starter China Sale”) for gross consideration of $16.0 million. The Starter China Sale includes the sale of the Starter brand in the People’s Republic of China, Hong Kong, Taiwan and Macau (refer to Note 1 and Note 3).

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Gains on Sale of Trademarks, net - Schedule of Gains on Sale of Trademarks, Net (Parenthetical) (Detail) - USD ($) $ in Thousands	1 Months Ended		12 Months Ended
	Sep. 30, 2020	Jul. 31, 2020	Dec. 31, 2020
Schedule Of Gain Loss On Investments Including Marketable Securities And Investments Held At Cost Income Statement Reported Amounts Summary [Line Items]
Proceeds from loan to equity investee			$ 2,750
Umbro China Limited
Schedule Of Gain Loss On Investments Including Marketable Securities And Investments Held At Cost Income Statement Reported Amounts Summary [Line Items]
Proceeds from loan to equity investee		$ 62,500
Starter China Limited
Schedule Of Gain Loss On Investments Including Marketable Securities And Investments Held At Cost Income Statement Reported Amounts Summary [Line Items]
Proceeds from loan to equity investee	$ 16,000		$ 16,000

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Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended	12 Months Ended
	Dec. 31, 2019	Dec. 31, 2020	Dec. 31, 2019
Impaired Long Lived Assets Held And Used [Line Items]
Impairment of long-lived assets		$ 0	$ 0
Impairment of equity method investment		19,607,000	26,613,000
Payments to acquire ownership interest		2,750,000
Contract asset impairment		4,467,000	5,143,000
Ecko Mark/Ecko and Candies Joint Venture | China
Impaired Long Lived Assets Held And Used [Line Items]
Impairment of equity method investment		19,600,000
MG Icon
Impaired Long Lived Assets Held And Used [Line Items]
Impairment of equity method investment	$ 9,600,000		9,600,000
Payments to acquire ownership interest	$ 2,600,000		2,600,000
Marcy Media Holdings
Impaired Long Lived Assets Held And Used [Line Items]
Impairment of equity method investment			17,000,000
New York Office Space
Impaired Long Lived Assets Held And Used [Line Items]
Contract asset impairment		$ 100,000	$ 1,800,000

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Estimated Fair Values of Other Financial Instruments (Detail) - USD ($) $ in Thousands		Dec. 31, 2020	Dec. 31, 2019
Fair Value Disclosures [Abstract]
Long-term debt, including current portion, Carrying Amount	[1]	$ 564,401	$ 645,721
Long-term debt, including current portion, Fair Value	[1]	$ 442,751	$ 556,187

[1] Carrying amounts include aggregate unamortized debt discount and debt issuance costs.

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Fair Value Option - Additional Information (Detail) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019	Feb. 22, 2018	Sep. 30, 2017
Fair Value Option Qualitative Disclosures Related To Election [Line Items]
Percentage of conversion of convertible notes		5.75%
Long term debt, fair value		$ 50,868	$ 47,277
Principal outstanding balance	[1]	$ 564,401	$ 645,721
5.75% Senior Subordinated Notes Due August 2023
Fair Value Option Qualitative Disclosures Related To Election [Line Items]
Percentage of conversion of convertible notes		5.75%	5.75%
Convertible Notes
Fair Value Option Qualitative Disclosures Related To Election [Line Items]
Percentage of conversion of convertible notes					1.50%
Convertible Notes | 5.75% Senior Subordinated Notes Due August 2023
Fair Value Option Qualitative Disclosures Related To Election [Line Items]
Percentage of conversion of convertible notes		5.75%	5.75%	5.75%
Long term debt, fair value		$ 50,900	$ 47,300
Principal outstanding balance		94,400	94,400
Change in fair value of convertible notes		$ 3,600	$ 3,900

[1] Carrying amounts include aggregate unamortized debt discount and debt issuance costs.

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Net Carrying Amount of Debt (Detail) - USD ($) $ in Thousands		Dec. 31, 2020		Dec. 31, 2019
Debt Instrument [Line Items]
Total debt		$ 564,786
Unamortized debt issuance costs		(385)		$ (1,714)
Total debt	[1]	564,401		645,721
Less current maturities		28,433		61,976
Total long-term debt		535,968		583,745
Senior Secured Notes
Debt Instrument [Line Items]
Total debt		317,856		338,130
Less current maturities		8,400		42,700
Variable Funding Notes
Debt Instrument [Line Items]
Total debt		100,000		99,610
Senior Secured Term Loan
Debt Instrument [Line Items]
Total debt		94,755		162,418
Less current maturities		19,300		19,300
Convertible Notes | 5.75% Senior Subordinated Notes Due August 2023
Debt Instrument [Line Items]
Total debt	[3]	50,868	[2]	47,277
Total debt		94,400		$ 94,400
Payroll Protection Program Loan
Debt Instrument [Line Items]
Total debt	[4]	$ 1,307

[1] Carrying amounts include aggregate unamortized debt discount and debt issuance costs.

[2] Reflects the debt carrying amount which is accounted for under the Fair Value Option in the consolidated balance sheet as of December 31, 2020. The actual principal outstanding balance of the 5.75% Convertible Notes is $94.4 million as of December 31, 2020.

[3] Reflects the debt carrying amount, which is accounted for under the Fair Value Option in the consolidated balance sheet as of December 31, 2020 and December 31, 2019. The actual principal outstanding balance of the 5.75% Convertible Notes is $94.4 million and $94.4 million as of December 31, 2020 and December 31, 2019, respectively

[4] The Payroll Protection Program Loan and related accrued interest are eligible for forgiveness, in whole or in part based on the usage of the proceeds. The Company intends to submit an application for the loan to be forgiven in conformity with the loan’s terms. The Company believes it qualifies for such forgiveness. However, there is no assurance the Company will be successful in obtaining approval from the U.S. Small Business Administration.

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Net Carrying Amount of Debt (Parenthetical) (Detail) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019	Feb. 22, 2018	Oct. 27, 2017	Sep. 30, 2017
Debt Instrument [Line Items]
Percentage of conversion of convertible notes	5.75%
Principal amount of long term debt				$ 240.7
5.75% Senior Subordinated Notes Due August 2023
Debt Instrument [Line Items]
Percentage of conversion of convertible notes	5.75%	5.75%
Convertible Notes
Debt Instrument [Line Items]
Percentage of conversion of convertible notes					1.50%
Convertible Notes | 5.75% Senior Subordinated Notes Due August 2023
Debt Instrument [Line Items]
Percentage of conversion of convertible notes	5.75%	5.75%	5.75%
Principal amount of long term debt	$ 94.4	$ 94.4	$ 125.0

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Debt Arrangements - Additional Information (Detail) $ / shares in Units, shares in Millions											1 Months Ended	3 Months Ended		9 Months Ended	12 Months Ended
		Aug. 15, 2020 USD ($)	Mar. 30, 2020 USD ($)	Mar. 14, 2018 USD ($)	Feb. 22, 2018 USD ($) d	Nov. 02, 2017 USD ($)	Oct. 27, 2017 USD ($)	Aug. 18, 2017 USD ($)	Aug. 02, 2017 USD ($)	Nov. 29, 2012 USD ($)	Feb. 28, 2015 USD ($)	Dec. 31, 2020 USD ($) $ / shares	Sep. 30, 2020 USD ($)	Sep. 30, 2017 USD ($)	Dec. 31, 2020 USD ($) $ / shares shares	Dec. 31, 2019 USD ($)	Jul. 31, 2019	Mar. 31, 2019	Mar. 14, 2019 USD ($)	Feb. 12, 2018	Oct. 26, 2017 USD ($)	Jul. 31, 2017 USD ($)	Jun. 21, 2013 USD ($)
Debt Instrument [Line Items]
Principal amount of long term debt							$ 240,700,000
Percentage of conversion of convertible notes												5.75%			5.75%
Debt service coverage ratio																		110.00%
Repayment of remaining outstanding principal balance							$ 231,000,000					$ 11,700,000	$ 44,700,000
Current portion of long-term debt												28,433,000			$ 28,433,000	$ 61,976,000
Restricted cash												9,380,000			9,380,000	15,946,000
Leverage ratio							450.00%
Net proceeds from Permitted Capital Raising Transactions							$ 100,000,000
Debt issue discount costs							9,300,000
Deferred financing costs							$ 5,400,000
Percentage of repayment from net proceeds of asset sale			75.00%
Maximum amount of proceeds from asset sales to be used to pay the obligation			$ 5,000,000
Long term debt, fair value												50,868,000			50,868,000	47,277,000
Principal outstanding balance	[1]											$ 564,401,000			$ 564,401,000	$ 645,721,000
Maximum
Debt Instrument [Line Items]
Leverage ratio							575.00%
Aggregate amount of term loan facility							$ 165,700,000
5.75% Senior Subordinated Notes Due August 2023
Debt Instrument [Line Items]
Percentage of conversion of convertible notes												5.75%			5.75%	5.75%
MG Icon
Debt Instrument [Line Items]
Equity ownership percentage										50.00%
Hardy Way, LLC
Debt Instrument [Line Items]
Joint venture ownership percentage										85.00%
Zoo York brand
Debt Instrument [Line Items]
Ownership Percentage										100.00%
IBG Borrower
Debt Instrument [Line Items]
Termination of license generating with minimum royalty guarantees									$ 500,000
IBG Borrower | Minimum
Debt Instrument [Line Items]
Asset coverage ratio, minimum									125.00%
IBG Borrower | Maximum
Debt Instrument [Line Items]
Leverage ratio									450.00%
2012 Senior Secured Notes
Debt Instrument [Line Items]
Principal amount of long term debt										$ 600,000,000
Percentage of conversion of convertible notes										4.229%
Debt instrument, quarterly payment										$ 10,500,000
Debt instrument, frequency of payment															quarterly
Variable Funding Notes
Debt Instrument [Line Items]
Principal amount of long term debt										100,000,000
Net proceeds received from issuance of debt											$ 100,000,000
Line of credit, outstanding												$ 100,000,000			$ 100,000,000
Debt Instrument anticipated repayment year and month								2020-01
L/C commitment and the swingline commitment								$ 0
2013 Senior Secured Notes
Debt Instrument [Line Items]
Principal amount of long term debt																							$ 275,000,000
Percentage of conversion of convertible notes																							4.352%
Debt instrument, quarterly payment										$ 4,800,000
Debt instrument, frequency of payment															quarterly
Senior Secured Notes
Debt Instrument [Line Items]
Principal amount of long term debt												417,900,000			$ 417,900,000	$ 438,100,000
Mandatory principal prepayment																						$ 152,200,000
Debt instrument, Maturity Date										2043-01					2043-01
Debt instrument description of interest															The Company did not repay or refinance the Securitization Notes prior to the anticipated repayment date, and as a result, during the first quarter of 2020, additional interest accrues on amounts outstanding under the Securitization Notes at a rate equal to (A) in respect of the Variable Funding Notes, 5% per annum, (B) in respect of the 2012 Senior Secured Notes and the 2013 Senior Secured Notes, the greater of (1) 5% per annum and (2) a per annum interest rate equal to the excess, if any, by which the sum of (x) the yield to maturity (adjusted to a quarterly bond-equivalent basis), on the anticipated repayment date of the United States treasury security having a term closest to 10 years plus (y) 5% per annum plus (z) with respect to the 2012 Senior Secured Notes, 3.4% per annum, or with respect to the 2013 Senior Secured Notes, 3.14% per annum, exceeds the original interest rate.
Additional interest rate										5.00%
Anticipated repayment date										10 years
Residual amount paid															$ 0
Repayment of remaining outstanding principal balance															0
Current portion of long-term debt												8,400,000			8,400,000	42,700,000
Restricted cash												$ 8,500,000			8,500,000	14,900,000
Interest expense for convertible notes															18,500,000	20,700,000
Long-term accrued interest expense for convertible notes															21,700,000	0
Non cash additional interest expense on convertible notes															$ 1,100,000	$ 7,000,000
Debt instrument, interest rate, effective percentage												3.70%			3.70%	3.70%
2012 Senior Secured Notes
Debt Instrument [Line Items]
Excess interest rate on original interest rate										3.40%
2013 Senior Secured Notes
Debt Instrument [Line Items]
Excess interest rate on original interest rate										3.14%
Senior Secured Term Loan
Debt Instrument [Line Items]
Principal amount of long term debt							57,800,000		$ 300,000,000			$ 99,900,000			$ 99,900,000						$ 300,000,000
Current portion of long-term debt												$ 19,300,000			19,300,000	$ 19,300,000
Interest expense for convertible notes															12,200,000	18,000,000
Non cash additional interest expense on convertible notes															$ 8,700,000	5,500,000
Debt instrument, interest rate, effective percentage												11.60%			11.60%
Maturity date of credit agreement									Aug. 02, 2022
Margin applied to LIBOR									7.00%
Percentage of principal debt quarterly amortization									0.50%
Principal debt quarterly amortization commencement date									Sep. 30, 2017
Debt issue discount costs															$ 5,100,000	13,200,000
Deferred financing costs							800,000
Gain (loss) on extinguishment of debt							8,800,000
Interest rate increase additional per annum				3.00%
Payment of unpaid principal and accrued interest of lenders				50.00%
Principal amount of long term debt												$ 94,800,000			94,800,000	162,400,000
Senior Secured Term Loan | IBG Borrower
Debt Instrument [Line Items]
Equity ownership percentage				35.00%
Premium percentage of aggregate principal amount first year loan				5.00%
Premium percentage of aggregate principal amount second year loan				3.00%
Convertible Notes
Debt Instrument [Line Items]
Percentage of conversion of convertible notes														1.50%
Cash from escrow deposit returned to lenders							231,000,000
Payment from Escrow Account to acquire convertible notes														$ 59,200,000
Convertible Notes | 1.50% Senior Subordinated Notes Due March 15, 2018
Debt Instrument [Line Items]
Principal amount of long term debt					$ 125,000,000
Percentage of conversion of convertible notes					1.50%				1.50%
Convertible Notes | 5.75% Senior Subordinated Notes Due August 2023
Debt Instrument [Line Items]
Principal amount of long term debt					$ 125,000,000							$ 94,400,000			$ 94,400,000	$ 94,400,000
Percentage of conversion of convertible notes					5.75%							5.75%			5.75%	5.75%
Interest expense for convertible notes		$ 1,400,000													$ 5,500,000	$ 5,700,000
Maturity date of credit agreement					Aug. 15, 2023
Debt instrument, conversion rate															52.1919
Principal amount of each convertible note												$ 1,000			$ 1,000
Convertible notes, initial conversion price per share | $ / shares												$ 19.16			$ 19.16
Debt instrument convertible conversion price as percentage upon automatic conversion					5.75%
Debt instrument convertible conversion price as percentage upon mandatory conversion					5.75%
Debt instrument, convertible, threshold trading days | d					10
Volume weighted average price description															If the Company elects to pay all or a portion of a Conversion Make-Whole Payment in shares of common stock, the number of shares of common stock payable will be equal to the applicable Conversion Make-Whole Payment divided by the average of the 10 individual volume-weighted average prices for the 10-trading day period immediately preceding the applicable conversion date.
Debt instrument, convertible, threshold consecutive trading days | d					30
Debt instrument, redemption price, percentage					100.00%
Debt instrument, redemption, description															each holder will have the right at its option, but subject in all respects to the terms of the Intercreditor Agreement and the Senior Secured Term Loan, to require the Company to repurchase for cash all or a portion of such holder’s 5.75% Convertible Notes at a fundamental change purchase price equal to 100% of the principal amount of the 5.75% Convertible Notes to be repurchased, together with interest accrued and unpaid to, but excluding, the fundamental change purchase date.
Debt instrument, restrictive covenants															The Company is subject to certain restrictive covenants pursuant to the 5.75% Convertible Note Indenture, including limitations on (i) liens, (ii) indebtedness, (iii) asset sales, (iv) restricted payments and investments, (v) prepayments of indebtedness and (vi) transactions with affiliates.
Debt conversion original debt amount															$ 0
Long term debt, fair value												$ 50,900,000			50,900,000	47,300,000
Principal outstanding balance												94,400,000			$ 94,400,000	$ 94,400,000
Stock Issued During Period, Shares, New Issues | shares															1.3
Convertible Notes | 5.75% Senior Subordinated Notes Due August 2023 | Fair Value Option
Debt Instrument [Line Items]
Long term debt, fair value												$ 50,900,000			$ 50,900,000
First Delayed Draw Term Loan
Debt Instrument [Line Items]
Aggregate amount of term loan facility						$ 25,000,000	$ 25,000,000
Debt issue discount costs						1,000,000
Aggregate amount of term loan received in cash						$ 24,000,000
Second Delayed Draw Term Loan
Debt Instrument [Line Items]
Aggregate amount of term loan facility																			$ 140,700,000
Second Delayed Draw Term Loan | 1.50% Senior Subordinated Notes Due March 15, 2018
Debt Instrument [Line Items]
Percentage of conversion of convertible notes				1.50%
Maturity date of credit agreement				Mar. 15, 2018
Aggregate amount of term loan facility				$ 110,000,000
Senior Secured Term Loan Due 2022 | Minimum
Debt Instrument [Line Items]
Amortization rate per annum							2.00%
Senior Secured Term Loan Due 2022 | Maximum
Debt Instrument [Line Items]
Amortization rate per annum																	10.00%
5.75% Senior Subordinated Notes Due August 2023 | Maximum
Debt Instrument [Line Items]
Percentage of conversion of convertible notes																				5.75%

[1] Carrying amounts include aggregate unamortized debt discount and debt issuance costs.

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Company's Debt Maturities on Calendar Year Basis (Detail) - USD ($) $ in Thousands		Dec. 31, 2020		Dec. 31, 2019
Debt Instrument [Line Items]
Total		$ 564,786
2021		28,433
2022		83,025
2023		57,899
2024		7,031
2025		7,031
Thereafter		381,367
Senior Secured Notes
Debt Instrument [Line Items]
Total		317,856		$ 338,130
2021		3,451
Thereafter		314,405
Convertible Notes | 5.75% Senior Subordinated Notes Due August 2023
Debt Instrument [Line Items]
Total	[2]	50,868	[1]	47,277
2023	[1]	50,868
Variable Funding Notes
Debt Instrument [Line Items]
Total		100,000		$ 99,610
2021		4,914
2022		7,031
2023		7,031
2024		7,031
2025		7,031
Thereafter		66,962
Senior Secured Term Loan
Debt Instrument [Line Items]
Total	[3]	94,755
2021	[3]	19,284
2022	[3]	75,471
Payroll Protection Program Loan
Debt Instrument [Line Items]
Total	[4]	1,307
2021	[4]	784
2022	[4]	$ 523

[1] Reflects the debt carrying amount which is accounted for under the Fair Value Option in the consolidated balance sheet as of December 31, 2020. The actual principal outstanding balance of the 5.75% Convertible Notes is $94.4 million as of December 31, 2020.

[2] Reflects the debt carrying amount, which is accounted for under the Fair Value Option in the consolidated balance sheet as of December 31, 2020 and December 31, 2019. The actual principal outstanding balance of the 5.75% Convertible Notes is $94.4 million and $94.4 million as of December 31, 2020 and December 31, 2019, respectively

[3] Reflects the net debt carrying amount, effected by the outstanding balance of the original issue discount, in the consolidated balance sheet as of December 31, 2020. The actual principal outstanding balance of the Senior Secured Term Loan is $99.9 million as of December 31, 2020.

[4] The Payroll Protection Program Loan and related accrued interest are eligible for forgiveness, in whole or in part based on the usage of the proceeds. The Company intends to submit an application for the loan to be forgiven in conformity with the loan’s terms. The Company believes it qualifies for such forgiveness. However, there is no assurance the Company will be successful in obtaining approval from the U.S. Small Business Administration.

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Company's Debt Maturities on Calendar Year Basis (Parenthetical) (Detail) - USD ($) $ in Millions	Dec. 31, 2020	Dec. 31, 2019	Feb. 22, 2018	Oct. 27, 2017	Oct. 26, 2017	Sep. 30, 2017	Aug. 02, 2017
Debt Instrument [Line Items]
Principal amount of long term debt				$ 240.7
Percentage of conversion of convertible notes	5.75%
5.75% Senior Subordinated Notes Due August 2023
Debt Instrument [Line Items]
Percentage of conversion of convertible notes	5.75%	5.75%
Senior Secured Term Loan
Debt Instrument [Line Items]
Principal amount of long term debt	$ 99.9			$ 57.8	$ 300.0		$ 300.0
Convertible Notes
Debt Instrument [Line Items]
Percentage of conversion of convertible notes						1.50%
Convertible Notes | 5.75% Senior Subordinated Notes Due August 2023
Debt Instrument [Line Items]
Principal amount of long term debt	$ 94.4	$ 94.4	$ 125.0
Percentage of conversion of convertible notes	5.75%	5.75%	5.75%

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Stockholders' Equity - Additional Information (Detail) - USD ($)										12 Months Ended
	Feb. 15, 2021	Aug. 15, 2020	Mar. 31, 2019	Mar. 14, 2019	Oct. 15, 2018	Mar. 15, 2018	Oct. 31, 2017	Mar. 07, 2017	Mar. 31, 2016	Dec. 31, 2020	Dec. 31, 2019	Feb. 12, 2018	Nov. 04, 2016
Class Of Stock [Line Items]
Percentage of conversion of convertible notes										5.75%
Shares issued on conversion of 5.75% Convertible Notes											$ 6,225,000
Payment made in cash										$ 1,423,000
Reverse stock split, shares issued				0
Stock options, expired											1,500
Stock options expired, weighted average exercise price											$ 171.60
Value of common stock shares repurchased in connection with net share settlement of restricted stock grants										84,000	$ 189,000
Maximum
Class Of Stock [Line Items]
Compensation expense (benefit) related to stock grants										100,000	100,000
Stock Options
Class Of Stock [Line Items]
Compensation expense (benefit) related to stock grants										$ 0	$ 0
Stock options granted										0	0
Restricted Stock
Class Of Stock [Line Items]
Compensation expense (benefit) related to stock grants										$ 200,000	$ 800,000
Share based compensation awards vesting period										3 years
Share based compensation awards granted in period										0	329,145
Share based compensation awards granted in period, fair market value										$ 0	$ 600,000
Value of common stock shares repurchased in connection with net share settlement of restricted stock grants											$ 200,000
Granted											$ 1.70
Share based compensation awards vested in period										196,332	241,082
Share based compensation awards forfeited in period											296
Restricted Stock | Minimum
Class Of Stock [Line Items]
Compensation cost not yet recognized, periods for recognition										12 months
Restricted Stock | Maximum
Class Of Stock [Line Items]
Compensation cost not yet recognized, periods for recognition										15 months
Value of common stock shares repurchased in connection with net share settlement of restricted stock grants										$ 100,000
Employment Inducement Award | Former Chief Executive Officer
Class Of Stock [Line Items]
Grant date fair value of award issued					$ 1.80
Restricted Stock
Class Of Stock [Line Items]
Compensation expense (benefit) related to stock grants										$ 100,000	$ 200,000
Compensation cost not yet recognized, periods for recognition										12 months
Compensation cost not yet recognized										$ 100,000
Common Stock
Class Of Stock [Line Items]
Shares issued										1,316,000
Payment made in cash										$ 1,000
5.75% Convertible Notes | Maximum
Class Of Stock [Line Items]
Percentage of conversion of convertible notes												5.75%
5.75% Convertible Notes | Common Stock
Class Of Stock [Line Items]
Percentage of conversion of convertible notes		5.75%
Shares issued		1,300,000
Shares issued on conversion of 5.75% Convertible Notes		$ 1,400,000
Payment made in cash		$ 1,300,000
5.75% Convertible Notes | Common Stock | Subsequent Event
Class Of Stock [Line Items]
Percentage of conversion of convertible notes	5.75%
Shares issued	1,000,000
2016 Omnibus Incentive Plan
Class Of Stock [Line Items]
Common stock reserved for issuance										200,000			200,000
Number of additional common stock shares approved for issuance under Incentive Plan							190,000
Long Term Incentive Compensation Plan | Restricted Stock
Class Of Stock [Line Items]
Compensation cost not yet recognized										$ 100,000
2016 LTIP
Class Of Stock [Line Items]
Share based compensation awards granted in period									700,000
Granted									$ 73.10
Share based compensation awards, granted in period, value									$ 5,200,000
Share-based compensation award, shares issued upon expiration of grant			100,000
2016 LTIP | Performance Shares
Class Of Stock [Line Items]
Compensation expense (benefit) related to stock grants										$ 500,000
Compensation cost not yet recognized											$ 100,000
2016 LTIP | Performance Shares | Maximum
Class Of Stock [Line Items]
Compensation cost not yet recognized, periods for recognition										1 year
2017 LTIP
Class Of Stock [Line Items]
Share based compensation awards granted in period								0.1
Granted								$ 75.20
Share based compensation awards, granted in period, value								$ 6,600,000
2017 LTIP | RSUs
Class Of Stock [Line Items]
Share based compensation award, description of vesting rights										one third annually
2017 LTIP | Performance Shares
Class Of Stock [Line Items]
Share based compensation award, description of vesting rights										based on performance metrics approved by the Compensation Committee
Share based compensation awards vested in period											0
2018 LTIP
Class Of Stock [Line Items]
Share based compensation awards vesting period						15 days
Share based compensation awards granted in period						200,000
Granted						$ 13.80
Share based compensation awards, granted in period, value						$ 3,100,000
Share based compensation award, description of vesting rights										48 equal semi-monthly installments
Share based compensation cash awards, aggregate amount.						$ 3,100,000
2018 LTIP | Maximum
Class Of Stock [Line Items]
Share based compensation awards forfeited in period										100,000
2018 LTIP | Performance Shares | Maximum
Class Of Stock [Line Items]
Weighted average contractual term of awards outstanding and exercisable										1 year

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Summary of Unvested Restricted Stock (Detail) - Restricted Stock - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Shares
Beginning balance	326,844	239,077
Granted	0	329,145
Vested	(196,332)	(241,082)
Forfeited/Canceled		(296)
Ending balance	130,512	326,844
Weighted Average Grant Date Fair Value
Beginning balance	$ 1.94	$ 2.68
Granted		1.70
Vested	1.97	2.26
Forfeited/Canceled		75.20
Ending balance	$ 1.90	$ 1.94

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Earnings (Loss) Per Share - Additional Information (Detail) - shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Feb. 22, 2018	Sep. 30, 2017
Earnings Per Share Disclosure [Line Items]
Percentage of conversion of convertible notes	5.75%
Performance Shares
Earnings Per Share Disclosure [Line Items]
Anti-dilutive shares	300,000	300,000
5.75% Senior Subordinated Notes Due August 2023
Earnings Per Share Disclosure [Line Items]
Percentage of conversion of convertible notes	5.75%	5.75%
Maximum
Earnings Per Share Disclosure [Line Items]
Anti-dilutive shares	100,000	100,000
Convertible Notes
Earnings Per Share Disclosure [Line Items]
Percentage of conversion of convertible notes				1.50%
Convertible Notes | 5.75% Senior Subordinated Notes Due August 2023
Earnings Per Share Disclosure [Line Items]
Anti-dilutive shares	21,700,000	33,700,000
Percentage of conversion of convertible notes	5.75%	5.75%	5.75%

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Reconciliation of Weighted Average Shares Used in Calculating Basic and Diluted Earnings Per Share (Detail) - shares shares in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Basic	12,334	10,559
Diluted	12,334	10,559

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Schedule of Impact on Earnings Per Share Calculation (Detail) - USD ($) $ / shares in Units, shares in Thousands, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
For earnings (loss) per share - basic:
Net loss attributable to Iconix Brand Group, Inc.		$ (7,336)	$ (109,522)
Accretion of redeemable non-controlling interest		(29)
Net loss attributable to Iconix Brand Group, Inc. after the effect of accretion of redeemable non-controlling interest for basic earnings (loss) per share		(7,365)	(109,522)
For earnings (loss) per share - diluted:
Net loss attributable to Iconix Brand Group, Inc.		(7,336)	(109,522)
Accretion of redeemable non-controlling interest		(29)
Net loss attributable to Iconix Brand Group, Inc. after the effect of potential conversion of 5.75% Convertible Notes for diluted earnings (loss) per share		$ (7,365)	$ (109,522)
Basic	$ 0.54	$ (0.60)	$ (10.37)
Diluted	$ 0.37	$ (0.60)	$ (10.37)
Weighted average number of common shares outstanding:
Basic		12,334	10,559
Diluted		12,334	10,559

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Schedule of Impact on Earnings Per Share Calculation (Parenthetical) (Detail)	Dec. 31, 2020	Dec. 31, 2019	Feb. 22, 2018	Sep. 30, 2017
Earnings Per Share Disclosure [Line Items]
Percentage of conversion of convertible notes	5.75%
5.75% Senior Subordinated Notes Due August 2023
Earnings Per Share Disclosure [Line Items]
Percentage of conversion of convertible notes	5.75%	5.75%
Convertible Notes
Earnings Per Share Disclosure [Line Items]
Percentage of conversion of convertible notes				1.50%
Convertible Notes | 5.75% Senior Subordinated Notes Due August 2023
Earnings Per Share Disclosure [Line Items]
Percentage of conversion of convertible notes	5.75%	5.75%	5.75%

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Contingencies - Additional Information (Detail) $ in Millions	1 Months Ended
	May 31, 2016 USD ($) Claim
Supply Company, LLC
Loss Contingencies [Line Items]
Compensatory damages sought | $	$ 50
Kevin Yap
Loss Contingencies [Line Items]
Number of declaratory judgment claims | Claim	2

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Related Party Transactions - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2020 Director
Board of Directors Chairman
Related Party Transaction [Line Items]
Number of board of directors	2

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Related Party Transactions - Summary of Royalty Revenue Recognized (Detail) - USD ($) $ in Thousands		12 Months Ended
		Dec. 31, 2020	Dec. 31, 2019
Related Party Transaction [Line Items]
Royalty revenue		$ 108,576	$ 148,984
Royalty
Related Party Transaction [Line Items]
Royalty revenue		5,587	4,348
Royalty | M.G.S. Sports Trading Limited
Related Party Transaction [Line Items]
Royalty revenue		400	440
Royalty | Pac Brands USA, Inc.
Related Party Transaction [Line Items]
Royalty revenue		329	363
Royalty | Albion Equity Partners LLC / GL Damek
Related Party Transaction [Line Items]
Royalty revenue		2,412	2,350
Royalty | Li Ning
Related Party Transaction [Line Items]
Royalty revenue		617
Royalty | MHMC
Related Party Transaction [Line Items]
Royalty revenue	[1]		7
Royalty | Sports Direct International plc
Related Party Transaction [Line Items]
Royalty revenue		$ 1,829	$ 1,188

[1] As detailed in Note 4, as of July 2019, MHMC is no longer a related party.

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Operating Leases - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Lessee Lease Description [Line Items]
Operating lease term	4 years
Operating lease ROU assets	$ 4,894,000	$ 6,254,000
Cash paid for lease liabilities for operating leases	2,700,000	2,600,000
Right-of-use assets obtained in exchange for operating lease obligations	0	0
Operating lease obligations	0	0
Impairment charges	100,000	500,000
Impairments to leasehold improvements	$ 0	1,300,000
Weighted average remaining operating lease term	3 years 2 months 12 days
Weighted average discount rate	8.40%
New Leases
Lessee Lease Description [Line Items]
Operating lease ROU assets	$ 300,000	100,000
Operating lease liabilities	300,000	$ 100,000
Other Liabilities - Current and Other Liabilities
Lessee Lease Description [Line Items]
Operating lease liabilities	$ 7,122,000

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Operating Leases - Summary of Components of Lease Cost (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Lease Cost [Abstract]
Operating lease cost	$ 2,238	$ 2,215
Short-term lease cost	148	537
Variable lease cost	376	396
Lease, Cost	$ 2,762	$ 3,148

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Operating Leases - Schedule of Maturities of Lease Liabilities Under Non-cancellable Leases (Detail) $ in Thousands	Dec. 31, 2020 USD ($)
Lessee Lease Description [Line Items]
2021	$ 2,767
2022	2,171
2023	2,109
2024	1,079
Total undiscounted lease payments	8,126
Less: Imputed interest	1,004
Other Liabilities - Current and Other Liabilities
Lessee Lease Description [Line Items]
Operating lease liabilities	$ 7,122

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Benefit and Incentive Compensation Plans and Other - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Disclosure Of Compensation Related Costs Sharebased Payments [Abstract]
Contribution to Savings Plan	$ 0.2	$ 0.2

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Income Taxes - Additional Information (Detail) - USD ($)	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Taxes [Line Items]
Deferred tax liabilities related to indefinite lived intangibles	$ 4,900,000
Foreign tax credit carry forwards	$ 8,700,000
Foreign tax credit carryforwards, expiration start year	2023
Foreign tax credit carryforwards, expiration end year	2024
CARES Act income tax benefit	$ 6,700,000
Effective income tax rate from continuing operations	42.60%	(6.00%)
Indefinitely reinvested foreign earnings	$ 0
Income tax provision (benefit), federal rate	21.00%	21.00%
Unrecognized tax benefit	$ 0	$ 0
Unrecognized tax benefit that would affect the effective tax rate if recognized	0
Unrecognized tax benefit, interest accrued	0	$ 0
Operating Loss of 2018 Carry Back to Offset 2013 Taxable Income
Income Taxes [Line Items]
CARES Act income tax benefit	$ 6,500,000
Internal Revenue Service (IRS)
Income Taxes [Line Items]
Minimum change in ownership percentage	50.00%
Measurement of change in ownership period	3 years
Minimum change in ownership percentage held by shareholders directly or indirectly	5.00%
Federal
Income Taxes [Line Items]
Operating loss carry forwards	$ 250,700,000
Operating loss carry forwards, expiration amount	$ 26,000,000
Operating loss carry forwards, expiration year	2036
State and Local Jurisdiction
Income Taxes [Line Items]
Operating loss carry forwards	$ 100,700,000
Operating loss carry forwards, expiration start year	2034
Operating loss carry forwards, expiration end year	2034
Foreign | Luxembourg
Income Taxes [Line Items]
Operating loss carry forwards	$ 143,000,000

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Pre-Tax Book Loss (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Pre-tax Income (Loss) [Line Items]
Income (loss) before income taxes	$ (5,181)	$ (94,242)
Domestic
Pre-tax Income (Loss) [Line Items]
Income (loss) before income taxes	(92,883)	(130,149)
Foreign
Pre-tax Income (Loss) [Line Items]
Income (loss) before income taxes	$ 87,702	$ 35,907

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Income Tax Provision (Benefit) for Federal, and State and Local Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Current:
Current income tax expense, Federal	$ (6,509)	$ (1,012)
Current income tax expense, State and local	21	(10)
Current income tax expense, Foreign	3,552	6,785
Total current	(2,936)	5,763
Deferred:
Deferred income tax expense, Federal	(185)	23
Deferred income tax expense, State and local	402	(103)
Deferred income tax expense, Foreign	514
Total deferred	731	(80)
Total provision (benefit)	$ (2,205)	$ 5,683

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Significant Components of Net Deferred Tax Assets and Liabilities (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
State net operating loss carryforwards	$ 6,117	$ 4,064
U.S. Federal net operating loss carryforwards	54,349	36,391
Receivable reserves	1,344	280
Interest expense limitation	20,387	16,779
Intangibles	59,358	96,177
Equity compensation	1,988	1,838
Foreign Tax Credit	8,722	5,252
Other	5,895	9,293
Total deferred tax assets	158,160	170,074
Valuation allowance	(136,661)	(143,453)
Net deferred tax assets	21,499	26,621
Depreciation		(284)
Convertible notes	(5,917)	(6,451)
Investment in joint ventures	(20,778)	(24,350)
Total deferred tax liabilities	(26,695)	(31,085)
Total net deferred tax (liabilities)	(5,196)	(4,464)
Balance Sheet detail on total net deferred tax assets (liabilities):
Non-current portion of net deferred tax liabilities	$ (5,196)	$ (4,464)

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Rate Reconciliation Between Amount of Income Tax Provision (Benefit) at Federal Rate and Provision (Benefit) from Taxes on Loss Before Income Taxes (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Abstract]
Income tax benefit computed at the federal rate of 21%	$ (1,089)	$ (19,791)
Increase (reduction) in income taxes resulting from:
State and local income taxes (benefit), net of federal income tax	420	(115)
Non-controlling interest	(1,146)	(2,552)
Valuation allowance	1,330	21,842
Interest on income tax receivable		(1,253)
Non-deductible interest expense	1,143	1,192
Non-deductible executive compensation	332	150
Foreign Earnings (rate differential)	3,467	8,300
Prior Year True Up	(8)	(2,400)
US Tax Reform / CARES Act	(6,686)	23
Other, net	32	287
Total provision (benefit)	$ (2,205)	$ 5,683

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Schedule of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	$ (252,976)	$ (145,735)
Foreign currency translation income (loss)	12,018	(1,575)
Current period other comprehensive income (loss)	12,018	(1,575)
Ending Balance	(248,589)	(252,976)
Accumulated Other Comprehensive Loss
Accumulated Other Comprehensive Income Loss [Line Items]
Beginning Balance	(54,643)	(53,068)
Foreign currency translation income (loss)	12,018	(1,575)
Current period other comprehensive income (loss)	12,018	(1,575)
Ending Balance	$ (42,625)	$ (54,643)

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Segment and Geographic Data - Additional Information (Detail)	12 Months Ended
	Dec. 31, 2020 Segment
Segment Reporting [Abstract]
Number of reportable segments	4

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Net Revenues by Type of License and Information by Geographic Region (Detail) - USD ($) $ in Thousands	3 Months Ended	6 Months Ended	9 Months Ended	12 Months Ended
	Jun. 30, 2020	Jun. 30, 2020	Sep. 30, 2020	Dec. 31, 2020	Dec. 31, 2019
Segment Reporting Information [Line Items]
Licensing revenue				$ 108,576	$ 148,984
Type of Revenue [Extensible List]				us-gaap:LicenseMember	us-gaap:LicenseMember
Operating income (loss)	$ 3,765	$ (1,087)	$ 65,263	$ 67,601	$ (31,532)
International
Segment Reporting Information [Line Items]
Licensing revenue				$ 900	$ 900
Type of Revenue [Extensible List]				us-gaap:LicenseMember	us-gaap:LicenseMember
Operating Segments | Women's
Segment Reporting Information [Line Items]
Licensing revenue				$ 25,248	$ 37,491
Operating income (loss)				3,652	(961)
Operating Segments | Men's
Segment Reporting Information [Line Items]
Licensing revenue				22,737	36,793
Operating income (loss)				10,103	24,878
Operating Segments | Home
Segment Reporting Information [Line Items]
Licensing revenue				16,194	14,753
Operating income (loss)				9,486	(4,932)
Operating Segments | International
Segment Reporting Information [Line Items]
Licensing revenue				44,397	59,947
Operating income (loss)				20,621	23,487
Corporate
Segment Reporting Information [Line Items]
Operating income (loss)				$ 23,739	$ (74,004)

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Other Assets - Current (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]
US federal tax receivables		$ 1,115
Insurance receivable		15,000
Prepaid advertising	$ 209	275
Prepaid expenses	678	1,207
Prepaid income taxes	457	1,119
Prepaid insurance	372	2,042
Due from related parties	86	86
Other prepaid taxes	474	596
Other current assets	$ 2,276	$ 21,440

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Other Assets - Long-Term (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Deferred Costs Capitalized Prepaid And Other Assets Disclosure [Abstract]
Prepaid interest	$ 4,322	$ 4,868
Deposits	357	707
Other noncurrent assets	1,117	1,205
Total	$ 5,796	$ 6,780

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Other Liabilities - Current - Additional Information (Detail) - USD ($) $ in Thousands	Dec. 31, 2020	Dec. 31, 2019
Other Liabilities Disclosure [Abstract]
Other liabilities – current	$ 3,864	$ 13,775

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Foreign Currency Translation - Additional Information (Detail) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Foreign Currency [Abstract]
Gain (loss) on foreign currency translation	$ (1,570)	$ (858)
Foreign currency translation income (loss)	$ 12,018	$ (1,575)

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Subsequent Events - Additional Information (Detail) - USD ($) shares in Millions, $ in Millions				1 Months Ended
	Mar. 29, 2021	Mar. 23, 2021	Feb. 15, 2021	Mar. 31, 2021	Dec. 31, 2020	Aug. 15, 2020
Subsequent Event [Line Items]
Percentage of conversion of convertible notes					5.75%
Subsequent Event
Subsequent Event [Line Items]
Net proceeds from sales of Lee Cooper China		$ 15.8
Repayment under Senior Secured Term Loan	$ 11.8
Subsequent Event | MENA Ltd, Iconix Europe and Iconix SE Asia Ltd, Joint Ventures
Subsequent Event [Line Items]
Put/Call option period				6 months
Put/Call option commencement date				Jul. 01, 2022
5.75% Senior Subordinated Notes Due August 2023 | Common Stock
Subsequent Event [Line Items]
Percentage of conversion of convertible notes						5.75%
5.75% Senior Subordinated Notes Due August 2023 | Common Stock | Subsequent Event
Subsequent Event [Line Items]
Interest obligation			$ 2.7
Percentage of conversion of convertible notes			5.75%
Shares issued			1.0

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Other Matters - Additional Information (Detail) - USD ($) $ in Millions	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019
Selling, General and Administrative Expenses
Other Matters [Line Items]
Professional Fees	$ 9.7	$ 19.6