United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

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

For the Quarterly Period Ended ~~September~~March 3031, ~~2020~~2021

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

For the Transition Period From to .

Commission file number 1-10593

ICONIX BRAND GROUP, INC.

(Exact name of registrant as specified in its charter)

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

1450 Broadway, New York, NY		10018
(Address of principal executive offices)		(Zip Code)

(212) 730-0030

(Registrant’s telephone number, including area code)

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, $0.001 par value

ICON

The Nasdaq Global Select Market

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.

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 is a shell company (as defined in Rule 12b-2 of the Exchange Act) Yes ☐ No ☒

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

As of ~~November~~May 7, ~~2020~~2021, 1314,~~174~~480,~~848~~623 shares of the registrant’s Common Stock, par value $.001 were outstanding.

Part I. Financial Information

Item 1. Financial Statements

Iconix Brand Group, Inc. and Subsidiaries

Condensed Consolidated Balance Sheets

(in thousands, except par value)

	September 30, 2020			December 31, 2019
	March 31, 2021			December 31, 2020
Assets	(Unaudited)
Current Assets:
Cash and cash equivalents (includes VIE assets of $6,761 and $8,397, respectively)	$	70,530		$	55,465
Cash and cash equivalents (includes VIE assets of $6,876 and $7,332, respectively)	$	48,184		$	49,797
Restricted cash		1214,~~760~~166			159,~~946~~380
Accounts receivable, net (includes VIE assets of $4,485 and $8,673, respectively)		17,306			31,368
Accounts receivable, net (includes VIE assets of $5,557 and $3,237, respectively)		17,260			24,736
Contract asset (includes VIE assets of $1,087 and $548, respectively)		13,747			9,448
Contract asset (includes VIE assets of $717 and $689, respectively)		14,098			13,842
Other assets – current (includes VIE assets of $5,609 and $6,444, respectively)		7,924			21,440
Other assets – current (includes VIE assets of $670 and $806, respectively)		1,680			2,276
Total Current Assets		~~122~~95,~~267~~388			~~133~~100,~~667~~031
Property and equipment:
Property and equipment, net:
Furniture, fixtures and equipment		20,~~542~~753			20,~~087~~672
Less: Accumulated depreciation		(18,~~403~~985	)		(1718,~~545~~703	)
		2,139			2,542
		1,768			1,969
Other Assets:
Other assets		5,~~922~~726			65,~~780~~796
Contract asset (includes VIE assets of $1,480 and $1,593, respectively)		8,575			11,807
Contract asset (includes VIE assets of $2,538 and $2,692, respectively)		9,670			11,415
Right-of-use asset		54,~~052~~517			64,~~254~~894
Trademarks and other intangibles, net (includes VIE assets of $114,635 and $117,744, respectively)		253,590			274,084
Trademarks and other intangibles, net (includes VIE assets of $114,274 and $114,263, respectively)		242,396			246,786
Investments and joint ventures		2115,~~946~~818			4415,~~827~~746
Goodwill		26,099			26,099
		321,184			369,851
		304,226			310,736
Total Assets	$	~~445~~401,~~590~~382		$	~~506~~412,~~060~~736
Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Deficit
Current Liabilities:
Accounts payable and accrued expenses (includes VIE liabilities of $968 and $5,243, respectively)	$	36,798		$	51,503
Accounts payable and accrued expenses (includes VIE liabilities of $1,127 and $1,685, respectively)	$	26,956		$	30,125
Deferred revenue (includes VIE liabilities of $1,761 and $422, respectively)		4,682			4,701
Deferred revenue (includes VIE liabilities of $978 and $1,085, respectively)		4,705			5,093
Current portion of long-term debt		4231,~~767~~510			6128,~~976~~433
Other liabilities – current		92,~~281~~728			133,~~775~~863
Total Current Liabilities		9365,~~528~~899			~~131~~67,~~955~~514
Deferred income tax liability		45,~~648~~743			45,~~464~~196
Long-term debt, less current maturities (includes $49,140 and $47,277, respectively, at fair value)		540,782			583,745
Long-term debt, less current maturities (includes $53,644 and $50,868, respectively, at fair value)		518,218			535,968
Other liabilities (includes VIE liabilities of $1,456 and $0, respectively)		23,411			7,794
Other liabilities (includes VIE liabilities of $1,537 and $1,604, respectively)		34,385			28,603
Total Liabilities		~~662~~624,~~369~~245			~~727~~637,~~958~~281
Redeemable Non-Controlling Interest		2524,~~497~~518			3424,~~461~~321
Commitments and contingencies
Commitments and contingencies (refer to Note 11)
Stockholders’ Deficit:
Common stock, $.001 par value shares authorized 260,000; shares issued 16,650 and 15,138, respectively		16			15
Common stock, $.001 par value shares authorized 260,000; shares issued 18,140 and 16,650, respectively		18			17
Additional paid-in capital		1,~~047~~051,~~167~~642			1,~~045~~049,~~307~~104
Accumulated losses		(~~422~~433,~~309~~252	)		(~~429~~437,~~117~~440	)
Accumulated other comprehensive loss		(4849,~~930~~082	)		(5442,~~643~~625	)
Less: Treasury stock – 3,490 and 3,421 shares at cost, respectively		(844,526	)		(844,442	)
Less: Treasury stock – 3,674 and 3,490 shares at cost, respectively		(844,906	)		(844,526	)
Total Iconix Brand Group, Inc. Stockholders’ Deficit		(~~268~~275,~~582~~580	)		(~~282~~275,~~880~~470	)
Non-Controlling Interest		2628,~~306~~199			26,~~521~~604
Total Stockholders’ Deficit		(~~242~~247,~~276~~381	)		(~~256~~248,~~359~~866	)
Total Liabilities, Redeemable Non-Controlling Interest and Stockholders’ Deficit	$	~~445~~401,~~590~~382		$	~~506~~412,~~060~~736

See Notes to Unaudited Condensed Consolidated Financial Statements.

Iconix Brand Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except earnings per share data)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2020			2019			2020			2019
	2021			2020
Licensing revenue	$	2423,~~462~~634		$	3527,~~471~~951		$	~~74,688~~		$	~~105,806~~
Selling, general and administrative expenses		913,~~915~~094			2617,~~318~~150			~~42,043~~			~~60,846~~
Depreciation and amortization		~~315~~298			~~421~~273			~~894~~			~~1,393~~
Equity (earnings) loss on joint ventures		27(72	)		~~(153~~1,645	)		~~1,455~~			~~(2,290~~	)
Gain on sale of investment		—			—			(1,600	)		—
Gain on sale of trademarks		(14,959	)		—
Gain on sale of trademarks		(74,105	)		—			(74,105	)		—
Trademark impairment		—			13,733
Investment impairment		17,145			17,000			17,245			17,000
Operating income (loss)		25,273			(4,850	)
Trademark impairment		4,814			—			23,709			—
Other expenses (income):
Operating income (loss)		66,351			(8,115	)		65,047			28,857
Interest expense		14,655			17,056
Other expenses (income):
Interest income		—			(40	)
Interest expense		18,489			14,430			52,249			43,399
Other loss (income), net		2,777			(795	)
Interest (income)		(1	)		(96	)		(51	)		(259	)
Foreign currency translation gain		(1,359	)		(65	)
Other (income) loss, net		(285	)		11,971			1,851			(6,821	)
Other expenses – net		16,073			16,156
Foreign currency translation loss		531			391			596			760
Income (loss) before income taxes		9,200			(21,006	)
Other expenses – net		18,734			26,696			54,645			37,079
Provision (Benefit) for income taxes		2,261			(5	)
Income (loss) before income taxes		47,617			(34,811	)		10,402			(8,222	)
Net income (loss)		6,939			(21,001	)
Provision (Benefit) for income taxes		915			(585	)		39			1,253
Less: Net income attributable to non-controlling interest		2,751			825
Net income (loss)		46,702			(34,226	)		10,363			(9,475	)
Net income (loss) attributable to Iconix Brand Group, Inc.	$	4,188		$	(21,826	)
Less: Net income attributable to non-controlling interest		976			1,482			3,555			7,017
Earnings (loss) per share:
Net income (loss) attributable to Iconix Brand Group, Inc.	$	45,726		$	(35,708	)	$	6,808		$	(16,492	)
Basic	$	0.30		$	(1.89	)
Earnings (loss) per share:
Diluted	$	0.26		$	(1.89	)
Basic	$	3.66		$	(3.07	)	$	0.55		$	(1.62	)
Weighted average number of common shares outstanding:
Diluted	$	1.51		$	(3.07	)	$	0.37		$	(1.62	)
Basic		13,805			11,772
Weighted average number of common shares outstanding:
Diluted		31,628			11,772
Basic		12,517			11,631			12,051			10,169
Diluted		31,189			11,631			33,801			10,169

See Notes to Unaudited Condensed Consolidated Financial Statements.

Iconix Brand Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Comprehensive (Loss~~) Income~~

(in thousands)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2020			2019			2020		2019
	2021			2020
Net income (loss)	$	466,~~702~~939		$	(3421,~~226~~001	)	$	~~10,363~~	$	~~(9,475~~	)
Other comprehensive (loss) income:
Other comprehensive loss:
Foreign currency translation loss		5(6,~~736~~457	)		(42,~~044~~369	)		~~5,713~~		~~(4,647~~	)
Total other comprehensive (loss) income		5,736			(4,044	)		5,713		(4,647	)
Total other comprehensive loss		(6,457	)		(2,369	)
Comprehensive income (loss)	$	~~52,438~~482		$	(3823,~~270~~370	)	$	~~16,076~~	$	~~(14,122~~	)
Less: comprehensive income attributable to non-controlling interest		~~976~~2,751			~~1,482~~825			~~3,555~~		~~7,017~~
Comprehensive income (loss) attributable to Iconix Brand Group, Inc.	$	51,462		$	(39,752	)	$	12,521	$	(21,139	)
Comprehensive loss attributable to Iconix Brand Group, Inc.	$	(2,269	)	$	(24,195	)

See Notes to Unaudited Condensed Consolidated Financial Statements.

Iconix Brand Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statement of Stockholders’ Deficit

(in thousands)

	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2020			2019			2020			2019
	2021			2020
Beginning balance (shares)		1516,~~334~~650			1415,~~928~~138			~~15,138~~			~~11,162~~
Shares issued on vesting of restricted stock		—492			—196			~~196~~			95
Shares issued as payment of interest on 5.75% Convertible Notes		~~1,316~~998			—			~~1,316~~			—
Shares issued on conversion of 5.75% Convertible Notes		—			56			—			3,727
Common Stock (shares)		18,140			15,334
Common Stock (shares)		16,650			14,984			16,650			14,984
Beginning balance (amount)	$	17		$	16
Beginning balance (amount)	$	15		$	15		$	15		$	11
Shares issued as payment of interest on 5.75% Convertible Notes		1			—
Shares issued on conversion of 5.75% Convertible Notes		—			—			—			4
Common Stock (amount)	$	18		$	16
Shares issued as payment of interest on 5.75% Convertible Notes		1			—			1			—
Beginning balance		1,049,104			1,045,307
Common Stock (amount)	$	16		$	15		$	16		$	15
Shares issued as payment of interest on 5.75% Convertible Notes		2,714			—
Beginning balance		1,045,408			1,045,518			1,045,307			1,037,372
Change in redemption value of redeemable non-controlling interest		(222	)		(394	)
Shares issued on conversion of 5.75% Convertible Notes		—			46			—			6,225
Sale of 10% of Danskin China Equity		1,772			—
Shares issued as payment of interest on 5.75% Convertible Notes		1,423			—			1,422			—
Purchase of 25% of US Pony Holdings Equity		(1,866	)		—
Re-purchase of Umbro China Equity		—			(770	)		—			(770	)
Equity compensation expense		140			172
Change in redemption value of redeemable non-controlling interest		140			—			(171	)		1,586
Additional Paid-In Capital	$	1,051,642		$	1,045,085
Equity compensation expense		196			362			609			760
Beginning balance		(437,440	)		(429,117	)
Foreign currency translation		—			(59	)		—			(76	)
Net income (loss)		4,188			(21,826	)
Additional Paid-In Capital	$	1,047,167		$	1,045,097		$	1,047,167		$	1,045,097
Accumulated Losses	$	(433,252	)	$	(450,943	)
Beginning balance		(~~468~~42,~~035~~625	)		(~~293~~54,~~580~~643	)		~~(429,117~~	)		~~(312,796~~	)
Net (loss) income		45,726			(35,708	)		6,808			(16,492	)
Foreign currency translation		(6,457	)		(2,369	)
Accumulated Losses	$	(422,309	)	$	(329,288	)	$	(422,309	)	$	(329,288	)
Accumulated Other Comprehensive Loss	$	(49,082	)	$	(57,012	)
Beginning balance		(54844,~~666~~526	)		(53844,~~671~~442	)		~~(54,643~~	)		~~(53,068~~	)
Foreign currency translation		5,736			(4,044	)		5,713			(4,647	)
Shares repurchased on vesting of restricted stock		(380	)		(65	)
Accumulated Other Comprehensive Loss	$	(48,930	)	$	(57,715	)	$	(48,930	)	$	(57,715	)
Treasury Stock	$	(844,906	)	$	(844,507	)
Beginning balance		~~(844~~26,~~526~~604	)		~~(844~~26,~~334~~521	)		~~(844,442~~	)		~~(844,253~~	)
Shares repurchased on vesting of restricted stock		—			—			(84	)		(81	)
Sale of 10% of Danskin China Equity		28			—
Treasury Stock	$	(844,526	)	$	(844,334	)	$	(844,526	)	$	(844,334	)
Purchase of 25% of US Pony Holdings Equity		(134	)		—
Beginning balance		27,464			22,612			26,521			26,999
Net income		1,718			3,333
Re-purchase of Umbro China Equity		—			(495	)		—			(495	)
Distributions to joint ventures		(17	)		(1,183	)
Reclass from redeemable NCI		—			—			—			(856	)
Non-Controlling Interest	$	28,199		$	28,671
Net income		595			895			5,335			5,494
Total Stockholders' Deficit	$	(247,381	)	$	(278,690	)
Distributions to joint ventures		(1,753	)		(1,279	)		(5,550	)		(9,409	)
Non-Controlling Interest	$	26,306		$	21,733		$	26,306		$	21,733
Total Stockholders' Deficit	$	(242,276	)	$	(164,492	)	$	(242,276	)	$	(164,492	)

See Notes to Unaudited Condensed Consolidated Financial Statements.

Iconix Brand Group, Inc. and Subsidiaries

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2020			2019
	2021			2020
Cash flows from operating activities:
Net income (loss)	$	106,~~363~~939		$	(921,~~475~~001	)
Adjustments to reconcile net income (loss) to net cash provided by operating activities:
Depreciation and amortization		~~894~~298			~~1,393~~273
Amortization of deferred financing costs and debt discount		81,~~092~~512			92,~~250~~462
Interest expense on 5.75% Convertible Notes paid in shares		~~1,423~~679			—
Stock-based compensation expense		~~609~~140			~~760~~172
Provision for doubtful accounts		(2,~~584~~082	)		(12,~~215~~392	)
Periodic lease cost		~~1,683~~574			~~1,648~~565
(Earnings) loss on equity investments in joint ventures		~~1,455~~(72	)		(21,~~290~~645	)
Distributions from equity investments		—			1,981
Contract asset impairment		149			468
Contract asset impairment		3,168			4,622
Trademark impairment		—			13,733
Trademark impairment		23,709			—
Mark to market adjustment on convertible note		2,776			(792	)
Impairment of equity method investment		17,245			17,000
Gain on sale of trademarks and other investments		(14,959	)		—
Mark to market adjustment on convertible note		1,862			(8,350	)
Deferred income tax expense		546			95
Loss (gain) on debt to equity conversions		—			1,568
(Gain) Loss on foreign currency translation		(1,359	)		(65	)
Gain on sale of trademarks and other investments		(75,705	)		(209	)
Income on other equity investment		—			200
Deferred income tax expense		184			944
(Gain) Loss on foreign currency translation		596			760
Changes in operating assets and liabilities:
Accounts receivable		109,~~475~~153			10(3,~~209~~484	)
Other assets – current		~~8,070~~(30	)		(63,~~684~~041	)
Other assets		~~3,171~~686			~~151~~(905	)
Deferred revenue		~~(164~~216	)		~~858~~602
Accounts payable and accrued expenses		(132,~~442~~152	)		(64,~~254~~783	)
Other liabilities		135,~~416~~024			~~(970~~3,723	)
Net Cash provided by operating activities		19,688			15,897
Net cash provided by (used in) operating activities		8,038			(1,859	)
Cash flows provided by (used in) investing activities:
Purchases of property and equipment		(~~490~~99	)		(~~429~~113	)
Acquisition of trademarks and other investments		(~~2,294~~59	)		(52,~~965~~232	)
Issuance of loan to equity investee		~~(2,750~~—	)		—(2,750	)
Proceeds from loan to equity investee		2,750			—
Proceeds from sale of trademarks and investments		16,000			—
Proceeds from sale of trademarks and investments		80,101			3,000
Net cash provided by (used in) investing activities		15,842			(5,095	)
Net cash provided by (used in) investing activities		77,317			(3,394	)
Cash flows used in financing activities:
Cash flows (used in) financing activities:
Payment of long-term debt		(18,961	)		(12,400	)
Payment of long-term debt		(73,434	)		(26,369	)
Proceeds from sale of 10% of Danskin China equity		1,800			—
Proceeds from Paycheck Protection Program Loan		1,307			—
Acquisition of 25% of US Pony Holdings equity		(2,000	)		—
Distributions to non-controlling interests		(~~5,550~~17	)		(91,~~072~~183	)
Distributions to redeemable non-controlling interests		(71,~~355~~056	)		(~~337~~1,003	)
Cost of shares repurchased on vesting of restricted stock		(84380	)		(8166	)
Net cash (used in) financing activities		(85,116	)		(35,859	)
Net cash used in financing activities		(20,614	)		(14,652	)
Effect of exchange rate changes on cash and restricted cash		(1093	)		(~~104~~364	)
Net increase (decrease) in cash and cash equivalents, and restricted cash		113,~~879~~173			(2321,~~460~~970	)
Cash, cash equivalents, and restricted cash, beginning of period		7159,~~411~~177			8271,~~635~~411
Cash, cash equivalents, and restricted cash, end of period	$	8362,~~290~~350		$	5949,~~175~~441

Supplemental disclosure of cash flow information:

	For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2020			2019
	2021			2020
Cash paid during the period:
Income taxes (net of refunds received)	$	(21,~~075~~197	)	$	51,996
Interest	$	286,~~856~~113		$	3511,~~666~~712
Non-cash investing and financing activities:
Non-cash additions to operating lease assets	$	-50		$	~~10,462~~—
Shares issued upon conversion of debt to equity	$	-		$	6,229
Shares issued for payment of interest on 5.75% Convertible Notes	$	2,035		$	—

See Notes to Unaudited Condensed Consolidated Financial Statements.

Iconix Brand Group, Inc. and Subsidiaries

Notes to Unaudited Condensed Consolidated Financial Statements

~~September~~March 3031, ~~2020~~2021

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

1. Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management of Iconix Brand Group, Inc. (the “Company,” “we,” “us,” or “our”), all adjustments (consisting primarily of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ended ~~September~~March 3031, ~~2020~~2021 (“Current Quarter”) ~~and the nine months ended September 30, 2020 (“Current Nine Months”)~~ are not necessarily indicative of the results that may be expected for a full fiscal year. The interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and accompanying notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020.

~~During~~Correction ~~first quarter~~ of ~~2020,~~an ~~the,~~Immaterial ~~the Company adopted one new accounting pronouncement. Refer to Note 20 for further details.~~Error

~~Certain~~During ~~reclassifications~~the first quarter of FY 2021, ~~which~~the Company determined certain equity transactions were ~~immaterial,~~incorrectly ~~have~~recorded by the Company in the second and fourth quarters of FY2020 in the Company’s consolidated financial statements and has been ~~made~~corrected in the consolidated financial statements included in this Form 10-Q. Management evaluated the materiality of these errors from a quantitative and qualitative perspective and concluded that the adjustments related to ~~conform~~these ~~prior~~transactions ~~year~~individually ~~data~~and in aggregate were not material to any of the ~~current~~Company’s ~~presentation~~previously issued consolidated financial statements and disclosures. However, ~~During~~the impact of the ~~year~~out-of-period adjustments were material to the consolidated financial statements for the three months ended ~~December~~March 31, ~~2019~~2021. (“Accordingly, no amendments to previously filed reports are deemed necessary. A summary of the effects of these revisions for FY ~~2019”)~~2020 and quarterly consolidated financial statements are presented below. The information in the tables below represent the statements of operations, balance sheets, and statements of cash flows line items affected by the ~~Company~~revisions. ~~also~~The ~~made~~financial ainformation ~~reclassification~~included ~~between~~in ~~redeemable~~the ~~non-controlling~~accompanying ~~interest~~consolidated financial statements and ~~non-controlling~~notes ~~interest~~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, 2020
	As Reported			Adjustment			As Revised
Selling, general and administrative expenses	$	59,398		$	278		$	59,676
Gain on Sale of Investment		(1,600	)		1,600			—
Operating Income		67,601			(1,878	)		65,723
Net Loss		(2,976	)		(1,878	)		(4,854	)
Net Loss per share - basic and diluted		(0.60	)	$	(0.15	)	$	(0.75	)

Revised Consolidated Balance Sheet (in thousands)	December 31, 2020
	As Reported			Adjustments			As Revised
Accounts payable and accrued expenses	$	29,847		$	278			30,125
Additional Paid-in Capital		1,047,504			1,600			1,049,104
Accumulated Losses		(435,562	)		(1,878	)		(437,440	)

Revised Consolidated Statement of Cash Flows (in thousands)	For the Twelve Months Ended December 31, 2020
	As Reported			Adjustment			As Revised
Net cash used in investing activities	$	77,141		$	(1,600	)		75,541
Net cash used in financing activities		(110,339	)		1,600			(108,739	)

Revised Consolidated Statement of Operations (in thousands,
except earnings per share data)	For the Three Months Ended June 30, 2020
	As Reported			Adjustment			As Revised
Gain on Sale of Investment	$	(1,600	)	$	1,600			—
Operating Income		3,765			(1,600	)		2,165
Net Loss		(15,464	)		(1,600	)		(17,064	)
Net Loss per share - basic and diluted	$	(1.44	)	$	(0.13	)	$	(1.58	)

Revised Consolidated Statement of Operations (in thousands,
except earnings per share data)	For the Six Months Ended June 30, 2020
	As Reported			Adjustment			As Revised
Gain on Sale of Investment	$	(1,600	)	$	1,600		$	—
Operating Income		(1,087	)		(1,600	)		(2,687	)
Net Loss		(36,466	)		(1,600	)		(38,066	)
Net Loss per share - basic and diluted	$	(3.33	)	$	(0.14	)	$	(3.47	)

Revised Consolidated Balance Sheet (in thousands)	June 30, 2020
	As Reported			Adjustments			As Revised
Additional Paid-in Capital	$	1,045,408		$	1,600			1,047,008
Accumulated Losses		(468,162	)		(1,600	)		(469,762	)

Revised Consolidated Statement of Cash Flows (in thousands)	For the Six Months Ended June 30, 2020
	As Reported			Adjustment			As Revised
Net cash used in investing activities	$	(1,008	)	$	(1,600	)		(2,608	)
Net cash used in financing activities		(27,291	)		1,600			(25,691	)

Revised Consolidated Statement of Operations (in thousands,
except earnings per share data)	For the Nine Months Ended September 30, 2020
	As Reported			Adjustment			As Revised
Gain on Sale of Investment		(1,600	)		1,600			—
Operating Income		65,263			(1,600	)		63,663
Net Loss		10,263			(1,600	)		8,663
Earnings (loss) per share - basic	$	0.54		$	(0.13	)	$	0.41
Earnings (loss) per share - diluted	$	0.37		$	(0.05	)	$	0.32

Revised Consolidated Balance Sheet (in thousands)	September 30, 2020
	As Reported			Adjustments			As Revised
Additional Paid-in Capital	$	1,047,167		$	1,600			1,048,767
Accumulated Losses		(422,436	)		(1,600	)		(424,036	)

Revised Consolidated Statement of Cash Flows (in thousands)	For the Nine Months Ended September 30, 2020
	As Reported			Adjustment			As Revised
Net cash used in investing activities	$	77,317		$	(1,600	)		75,717
Net cash used in financing activities		(85,116	)		1,600			(83,516	)

Reclassifications

Certain reclassifications, which were immaterial, have been made to conform prior year data to the current presentation.

Liquidity

These condensed 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 $~~422~~433.3 million as of ~~September~~March 3031, ~~2020~~2021. Net losses incurred for the years ended December 31, ~~2019~~2020 and ~~2018~~2019 amounted to approximately $~~101~~4.9 million and $8999.79 million, respectively. ~~While~~The ~~the~~ Company ~~had~~has generated positive cash flows from operations in recent periods and has managed its cost structure, ~~the~~its ~~potential~~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. ~~raises~~The ~~substantial~~Company ~~doubt~~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. Management believes the Company ~~can~~will ~~continue~~be able to exist as ana ~~ongoing~~going ~~business~~concern for the next twelve months.

In view of these matters, continuation as a going concern is dependent upon the continued operations of the Company, which, in turn, is dependent upon the Company’s ability to meet its financial requirements, raise additional capital, and successfully carry out its future operations. The Company has taken steps to reduce expenses and discretionary cash outlays and is actively pursuing asset sales, in order to satisfy liquidity needs and financial covenants. In July 2020, the Company completed the sale of its equity in Umbro China for approximately $62.5 million (the “Umbro China Sale”), which included the sale of the Umbro sports brand in the People’s Republic of China, Hong Kong, Taiwan and Macau. The Company received approximately $59.8 million in net proceeds from the Umbro China Sale and in August 2020, repaid approximately $44.7 million under its Senior Secured Term Loan (as defined below). 10

In September 2020, the Company completed the sale of its equity interests of Starter China Limited, a wholly-owned subsidiary of Iconix China (the “Starter China Sale”), for consideration of $16.0 million. The Starter China Sale includes the sale of the Starter brand in the mainland of China, Hong Kong, Taiwan and Macau. The Company received approximately $15.6 million in net proceeds from the Starter China Sale and in October 2020, repaid approximately $11.7 million under its Senior Secured Term Loan.

The financial statements do not include any adjustments to the amount and classification of assets and liabilities that may be necessary, should the Company not continue as a going concern.

For additional information, please refer to Note 1 of Notes to Consolidated Financial Statements in the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020.

COVID-19 Pandemic

The spread of the novel coronavirus or COVID-19 (“COVID-19”) during the first quarter of 2020 and its continued spread into 2021, 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 discretionary operating expenses, and our completed sales of certain of our brands. We have also taken 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 our employees or as required by federal, state, or local authorities.

are, in many cases, suspending or deferring capital expenditures and are proactively taking steps to increase available cash on hand including, but not limited to, targeted reductions in discretionary operating expenses. We are also taking certain precautions to provide a safe work environment for our employees. We may have to take further actions that we determine are in the best interests of our employees or as required by federal, state, or local authorities.

As the pandemic continues to unfold, the extent of the pandemic’s effect on our operational and financial performance and liquidity will depend in large part on future developments, which cannot be predicted with confidence at this time. Future developments include changes in the duration, scope and severity of the pandemic, the actions taken to contain or mitigate its impact, the impact on governmental programs and budgets, the development of treatments or vaccines, and the resumption of widespread economic activity. Notably, certain countries have begun re-enacting lockdowns, which, if re-enacted in the United States, could further negatively impact our business and results of operations. Any prolonged material disruption on discretionary spending and consumer demand could negatively affect our licenses and impact our financial position, results of operations and cash flows. Also, the Company has taken impairment charges during the Current Nine Months as a result of the impact of COVID-19 and may in the future have additional impairment charges. See “Note 3. Goodwill and Trademarks and Other Intangibles, net” below for additional information.

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 quarterly report on Form 10-Q have been adjusted to reflect the Reverse Stock Split. Refer to Note 9 for further details.

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 in the event that net sales do not reach certain specified targets. The Company’s licenses also typically require the licensees to pay to the Company certain minimum amounts for the advertising and marketing of the respective licensed brands.

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. In accordance with ASC Topic 606 – Revenue from Contracts with Customers (“Topic 606”), the Company recognizes the minimum royalty revenue on a straight-line basis over the entire contract term and 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 Company purchases licensed products 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 the associated cost of goods sold is included in selling general and administrative expenses and was approximately equal to revenue.

911

The following table presents our revenues disaggregated by license type:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2020		2019		2020		2019
	2021		2020
Licensing revenue by license type:
Direct-to-retail license	$	63,~~490~~556	$	117,~~146~~808	$	~~21,460~~	$	~~31,263~~
Wholesale licenses		1719,~~878~~589		2419,~~206~~879		~~52,787~~		~~73,758~~
Other licenses		94489		~~119~~264		~~441~~		~~785~~
	$	2423,~~462~~634	$	3527,~~471~~951	$	~~74,688~~	$	~~105,806~~

The following table represents our revenues disaggregated by geography:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2020		2019		2020		2019
	2021		2020
Total licensing revenue by geographic region:
United States	$	1512,~~006~~190	$	2116,~~613~~634	$	~~42,269~~	$	~~63,219~~
Other (1)		911,~~456~~444		1311,~~858~~317		~~32,419~~		~~42,587~~
	$	2423,~~462~~634	$	3527,~~471~~951	$	~~74,688~~	$	~~105,806~~

⁽¹⁾	No single country outside of the United States represented 10% or more 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 ~~October~~April 1, ~~2020~~2021, the Company and its joint ventures had a contractual right to receive over $380.74 million of aggregate minimum licensing revenue over the balance and the terms of their current licenses, excluding any renewals.

As of ~~September~~March 3031, ~~2020~~2021, future minimum license revenue to be recognized under our existing licenses is as follows: $1946.37 million, $6863.43 million, $6660.63 million, $6152.0 million, $4441.79 million and $~~120~~116.72 million for the remainder of FY ~~2020, 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. As of ~~September~~March 3031, ~~2020~~2021, current and long-term contract assets were $1314.71 million and $89.67 million, respectively. Our current and long- term contract assets as of December 31, ~~2019~~2020, were $913.48 million and $11.84 million, respectively. For the Current Quarter, the Company incurred an impairment loss of its contract assets of $2.0.1 million as a result of ~~impairments including $1.5 million associated with the Starter China Sale and~~ certain contract modifications as compared to $4.0.5 million for the three months ended ~~September~~March 3031, ~~2019~~2020 (“Prior Year Quarter”). For the Current Nine Months, the Company incurred an impairment loss of $3.2 million as a result of impairments and certain contract modifications as compared to $4.6 million in Nine Months ended September 30, 2019 (“Prior Year Nine Months”).

1012

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 condensed consolidated balance sheet in deferred revenue at the time the payment is received. The ~~increase~~decrease in deferred revenues as of ~~September~~March 3031, ~~2020~~2021 as compared to December 31, ~~2019~~2020 is primarily driven by ~~cash payments received or due in advance of satisfying our performance obligations, offset by~~ $32.87 million of revenues recognized that were included in the deferred revenue balance at the beginning of the period partly offset by cash payments received or due in advance of satisfying our performance obligations.

3. Goodwill and Trademarks and Other Intangibles, net

Goodwill

There were no changes and no impairment of the Company’s goodwill during the Current ~~Nine~~Three Months or in the Prior Year ~~Nine~~Three Months. The annual evaluation of the Company’s goodwill, by segment, 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. In accordance with ASC 350, ~~during~~in the First Quarter of ~~2020~~2021, the Company ~~reassessed~~did ~~the~~not ~~fair~~note ~~value~~any oftriggering ~~its~~events ~~goodwill~~requiring ~~considering~~ the ~~impact~~reassessment of the ~~COVID~~fair 19value ~~pandemic~~of onits ~~current~~goodwill ~~and future cash flows~~ of its International reporting unit. ~~No triggering event was identified during the Current Quarter that would require a reassessment of the Company’s Goodwill.~~

Trademarks and Other Intangibles, net

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

		September 30, 2020				December 31, 2019
		March 31, 2021				December 31, 2020
	Estimated Lives in Years	Gross Carrying Amount		Accumulated Amortization		Gross Carrying Amount		Accumulated Amortization
Indefinite-lived trademarks	Indefinite	$	~~253~~242,~~590~~396	$	—	$	~~274~~246,~~080~~786	$	—
Definite-lived trademarks	10-15		8,958		8,958		8,958		8,958
Licensing contracts	1-9		978		978		978		~~974~~978
		$	~~263~~252,~~526~~332	$	9,936	$	~~284~~256,~~016~~722	$	9,~~932~~936
Trademarks and other intangibles, net				$	~~253~~242,~~590~~396			$	~~274~~246,~~084~~786

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. Each of these intangible assets are tested for impairment annually and as needed on an individual basis and territorial basis as separate single units of accounting, with any related impairment charge recorded to the income statement 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.

11In accordance with ASC 350, The Company did not note any triggering events requiring a reassessment of the fair value of its indefinite-lived trademarks and recorded zero impairment charges during the Current Quarter. Considering the impact of the COVID-19 pandemic, the Company reassessed the fair values of its indefinite-lived trademarks on current and future cash flows during 2020 and recorded impairment charges of $13.7 million primarily for the Rampage, Joe Boxer, Waverly, Fieldcrest and Umbro indefinite-lived trademarks during the Prior Year Quarter.

In ~~accordance~~March ~~with ASC 350~~2021, the Company ~~reassessed~~completed ~~the fair values of~~ its ~~indefinite-lived~~previously ~~trademarks~~announced ~~considering~~sale ~~the impact~~ of ~~the~~Lee ~~COVID-19~~Cooper ~~pandemic~~China onfor ~~current~~$16.0 ~~and~~million ~~future~~in ~~cash~~gross ~~flows during 2020~~proceeds. The ~~Company~~Lee ~~recorded~~Cooper ~~impairment~~China ~~charges~~sale ofincluded ~~$4.8~~the ~~million~~sale ~~for~~of the ~~Pony~~Lee ~~and~~Cooper ~~Hydraulic~~trademark ~~brands~~in ~~during~~ the ~~Current~~People’s ~~Quarter,~~Republic ~~recorded impairment charges~~ of ~~$5.2~~China, ~~million~~Hong ~~during~~Kong, ~~the~~Taiwan ~~quarter~~and ~~ended~~Macau. ~~June~~The ~~30,~~Company ~~2020~~received ~~for~~approximately ~~the~~$15.9 ~~Joe~~million ~~Boxer~~in ~~and~~net ~~Cannon~~proceeds ~~brands~~from ~~which~~the ~~were~~sale ~~negatively~~of ~~impacted~~Lee byCooper ~~Sears~~China ~~store closures~~ and ~~also~~ recorded ~~impairment~~a ~~charges of~~ $1315.70 million ~~primarily~~gain ~~for~~within ~~the~~operating ~~Rampage,~~income. ~~Joe~~Costs ~~Boxer, Waverly, Fieldcrest and Umbro indefinite-lived trademarks during the quarter ended March 31, 2020, resulting in an aggregate charge~~ of $230.71 million ~~for~~directly ~~the~~associated ~~Current~~with ~~Nine~~the ~~Months.~~sale ~~There~~primarily ~~was~~consisted noof ~~impairment~~broker’s ~~expense~~commission. onThe ~~trademarks~~cost ~~during~~basis ~~the~~of ~~Prior~~Lee ~~Year~~Cooper ~~Quarter~~China orwas ~~Prior Year Nine Months~~$0.9 million.

In July 2020, the Company completed its previously announced 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. In September 2020, the Company completed the previously announced 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 gain within operating income. The cost basis of Starter China of $1.1 million consisted of the indefinite lived trademark. The Company separately wrote off a $1.5 million of contract asset associated with Starter China.

Other amortizable intangibles represent licensing contracts, which are amortized on a straight-line basis over their estimated useful lives of 1 to 9 years. Certain trademarks are amortized using estimated useful lives of 10 to 15 years with no residual values.

Amortization expense for intangible assets for both the Current Quarter and Prior Year Quarter was zero and less than $0.1 million, respectively. ~~Amortization expense for intangible assets for both the Current Nine Months and Prior Year Nine Months was less than $0.1 million.~~

4. Joint Ventures and Investments

Joint Ventures

As of ~~September~~March 3031, ~~2020~~2021, the following joint ventures are consolidated with the Company:

Entity Name	Date of Original Formation / Investment	Iconix's Ownership % as of ~~September~~March 3031, ~~2020~~2021	Joint Venture Partner	Put / Call Options, as applicable (2)
Lee Cooper China (6) Limited	June 2018	~~100~~0% (6)	POS Lee Cooper HK Co. Ltd.		—
Starter China Limited	March 2018	0% (4)	Photosynthesis Holdings Co. Ltd.		—
Danskin China Limited	October 2016	9080% (5)	Li-Ning (China) Sports Goods Co. Ltd.		—
Umbro China Limited	July 2016	0% (3)	Hong Kong MH Umbro International Co. Ltd.		—
US Pony Holdings, LLC	February 2015	75100% (7)	Anthony L&S Athletics, LLC		—
Iconix MENA Ltd. (1)	December 2014	55%	Global Brands Group Asia Limited	Put / Call Options
Iconix Israel, LLC (1)	November 2013	50%	MGS		—
Iconix Europe LLC (1)	December 2009	51%	Global Brands Group Asia Limited	Put / Call Options
Iconix Australia (1)	September 2013	55%	Pac Brands USA, Inc.	Put / Call Options
Diamond Icon (1)	March 2013	51%	Albion Agencies Ltd.		—
Buffalo brand joint venture (1)	February 2013	51%	Buffalo International		—
Icon Modern Amusement, LLC (1)	December 2012	51%	Dirty Bird Productions		—
Hardy Way, LLC	May 2009	85%	Donald Edward Hardy		—

⁽¹⁾

The Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company and its respective joint venture partner, the entity 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. None of the VIE assets are encumbered by any obligation of the VIE or other entity.

12(2) A six-month put option window for Iconix MENA Ltd. and for Iconix Europe LLC will both commence on July 1, 2022. A put option for Iconix Australia period commences any time after December 31, 2022 and before June 1, 2023. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, 2020 for material terms of the put/call options associated with certain of the Company’s joint ventures.

(23) AThe ~~six-month~~Company ~~put~~completed ~~option~~the ~~window~~sale ~~for~~of ~~Iconix~~Umbro ~~MENA~~China ~~Ltd.~~in ~~and~~July ~~for~~2020. ~~Iconix~~As ~~Europe~~a ~~LLC~~result ~~both~~of ~~commence~~this ~~on April 1~~transaction, ~~2021.~~the ACompany ~~put~~recognized ~~option~~a ~~for~~gain ~~Iconix~~of ~~Australia~~$59.6 ~~period~~million, ~~commences~~which ~~any~~has ~~time~~been ~~after~~recorded ~~December~~within ~~30,~~Operating ~~2020.~~Income ~~Refer~~in to the Company’s ~~Annual~~condensed ~~Report~~consolidated onstatement ~~Form 10-K for the year ended December 31, 2019 for material terms~~ of ~~the~~operations ~~put/call~~in ~~options~~FY ~~associated with certain of the Company’s joint ventures~~2020.

(34) InThe ~~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~~Starter China in ~~July~~September, 2020. As a result of this transaction, the Company recognized a gain of $5914.65 million, which has been recorded within Operating Income in the Company’s condensed consolidated statement of operations ~~during~~in ~~the~~FY ~~Current Quarter~~2020.

(45) AsOn ~~described~~June ~~above~~30, 2020, the Company ~~completed~~sold ~~the~~a ~~sale~~10% ofinterest ~~Starter China~~ in ~~September,~~Danskin ~~2020~~China Ltd. Asto aLi ~~result~~Ning ofSports ~~this~~(Hong ~~transaction,~~Kong) ~~the~~ Company ~~recognized~~Ltd. afor ~~gain of~~ $141.56 million. In March 2021, ~~which~~the ~~has~~Company ~~been~~sold ~~recorded~~an ~~within~~additional ~~Operating~~10% ~~Income~~interest in ~~the~~Danskin ~~Company’s~~China ~~condensed~~Ltd. ~~consolidated~~to ~~statement~~Li ofNing ~~operations~~Sports ~~during~~(Hong ~~the~~Kong) ~~Current~~Company ~~Quarter~~Ltd. for $1.8 million.

(56) As Ondescribed ~~June 30~~above, ~~2020,~~ the Company ~~sold~~completed athe ~~10%~~sale ~~interest~~of inLee ~~Danskin~~Cooper China ~~Ltd~~in February of 2021. toAs Lia ~~Ning~~result ~~Sports~~of ~~(Hong~~this ~~Kong)~~transaction, the Company ~~Ltd~~recognized ~~for~~a gain of $115.60 million, which has been recorded within Operating Income in the Company’s condensed consolidated statement of operations in the Current Quarter.

(67) In ~~June~~March ~~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 and up to a total~~ of ~~60% interest in its wholly-owned indirect subsidiary~~2021, ~~Lee Cooper China Limited, a newly registered Hong Kong subsidiary of Iconix China (“Lee Cooper China”), and which will hold~~ the ~~Lee~~Company ~~Cooper~~acquired ~~trademarks and related assets in respect of~~ the ~~Greater~~remaining ~~China territory. PLC’s purchase of the initial 50~~25% ~~equity~~ interest in ~~Lee~~US ~~Cooper~~Pony ~~China is expected to occur annually over a four-year period commencing within 45 days of October 15~~Holdings, ~~2020~~LLC, ~~for~~resulting ~~cash~~in ~~consideration of approximately $8.2 million. The additional 10~~100% equity interest (for a total equity interest of 60% interest) purchase right of PLC is expected to occur over a two-year period commencing January 15, 2024 for cash consideration equal to the greater of $2.5 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.ownership

of the rights to the Pony / Product of New York brand.

Investments

Equity Method Investments

Entity Name	Date of Original Formation / Investment	Partner	Put / Call Options, as applicable
Iconix India joint venture (1)	June 2012	Reliance Brands Ltd.		—
Iconix India joint venture	June 2012	Reliance Brands Ltd.		—
Iconix SE Asia, Ltd. (1)	October 2013	Global Brands Group Asia Limited	Put / Call Options (2)
MG Icon (1)	March 2010	Purim LLC		—

(1) The Company determined, in accordance with ASC 810, based on the corporate structure, voting rights and contributions of the Company and its respective joint venture partner, that the joint venture is not a VIE and not subject to consolidation. The Company records its investment under the equity method of accounting.14

(21) A six-month put option window for Iconix SE Asia, Ltd commences on ~~March~~July 311, ~~2021~~2022. Refer to the Company’s Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020 for material terms of the put/call options associated with this joint venture.

Additionally, through its ownership of Iconix China Holdings Limited, the Company has 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	~~September~~March 3031, ~~2020~~2021		December 31, ~~2019~~2020
Candie’s	Candies Shanghai Fashion Co. Ltd. (21)	20%	$	~~2,362~~—	$	~~10,100~~—
Marc Ecko	Shanghai MuXiang Apparel & Accessory Co. Limited (2)	150%		~~1,421~~—		~~2,270~~—
Material Girl	Ningbo Material Girl Fashion Co. Ltd. (1)	0%		—		—
Ecko Unltd	Ai Xi Enterprise (Shanghai) Co. Limited	20%		1,296		1,341
Ecko Unltd	Ai Xi Enterprise (Shanghai) Co. Limited (3)	20%		—		10,216
			$	1,296	$	1,341
			$	3,783	$	22,586

13(1) As a result of recent losses, primarily due to the effect of COVID-19 on the retail industry, the Company determined that the losses 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.

(12) In ~~March~~August ~~2019~~2020, the Company ~~sold~~rescinded ~~its~~the ~~20%~~trademark ~~interest~~rights ~~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,~~Ecko/Marc ~~the~~Ecko ~~sale price is further reduced by the initial cash investment of $0.2 million as well as $0.6 million on~~ brand ~~management~~in ~~expenses~~exchange ~~incurred~~for ~~since~~its ~~the~~equity ~~inception~~interest ofin the ~~Material~~joint ~~Girl~~venture ~~China~~and ~~entity,~~recorded toan ~~total~~impairment ~~net~~charge ~~proceeds~~ of $29.~~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~~third ~~portion~~quarter of ~~the net proceeds from the transaction to be approximately $1~~2020.5 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 condensed consolidated statement of operations during FY 2019.

(2) As a result of recent losses, primarily due to the effect of COVID-19 on the retail industry, the Company determined that the losses were other than temporary and determined that the fair value of its investment was approximately $2.4 million. Accordingly, the Company recorded an impairment charge of $7.4 million in the Current Quarter.

(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 in the third quarter of 2020.

Other Equity Investments

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. In the third quarter of 2019, the Company recorded an impairment charge of $17.0 million on its investment in Marcy Media. During the fourth quarter of 2019, the Company sold its interests in Marcy Media for $15.0 million.

5. Gains on Sale of Trademarks, Net

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

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2020		2019		2020		2019
	2021		2020
Interest in Umbro trademark in Iconix China(1)	$	59,582	$	—	$	59,582	$	—
Gain on Sale of Lee Cooper trademark in Iconix China (1)		14,959		—
Interest in Starter trademark in Iconix China(2)		14,523		—		14,523		—
Net gains on sale of trademarks	$	14,959	$	—
Net gains on sale of trademarks	$	74,105	$	—	$	74,105	$	—

(1) On InMarch ~~July~~23, ~~2020~~2021, the Company completed ~~the~~its ~~sale~~previously ofannounced ~~all~~sale of ~~its~~Lee ~~equity~~Cooper ~~interests of Umbro~~ China, ~~Limited (the “Umbro China Sale”)~~ for ~~gross~~net ~~consideration~~proceeds of $6215.5 9 million. The ~~Umbro~~Lee Cooper China Sale includes the sale of the ~~Umbro~~Lee ~~sports~~Cooper 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 mainland of China, Hong Kong, Taiwan and Macau (refer to Note 1 and Note 3).

6. Fair Value Measurements

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

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

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

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

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

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

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

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

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

Financial Instruments

As of ~~September~~March 3031, ~~2020~~2021, and December 31, ~~2019~~2020, the fair values of cash, receivables and accounts payable approximated their carrying values due to the short-term nature of these instruments. The fair value of notes receivable and notes payable from and to our joint venture partners approximate their carrying values. The fair value of certain other equity investments are not carried at fair value is not readily determinable, and it is not practical to obtain the information needed to determine the value. The Company recorded a $1719.26 million impairment charge to other equity investments during ~~the~~FY ~~Nine Months ended September 30,~~ 2020. The charge primarily relates 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. The estimated fair values of other financial instruments subject to fair value disclosures, determined based on Level One inputs including broker quotes or quoted market prices or rates for the same or similar instruments and the related carrying amounts are as follows:

	September 30, 2020				December 31, 2019
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion (1), (2)	$	583,549	$	461,193	$	645,721	$	556,187

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

	March 31, 2021				December 31, 2020
	Carrying Amount		Fair Value		Carrying Amount		Fair Value
Long-term debt, including current portion ^{(1), (2)}	$	549,728	$	427,482	$	564,401	$	442,751

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

⁽²⁾	Includes the 5.75% Convertible Notes accounted for under the fair value option. Refer to Note 7.

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. ~~During~~The ~~the Current Nine Months, the~~ Company recorded impairment charges ofon ~~$23.7~~certain ~~million~~indefinite-lived ~~primarily~~trademarks ~~related~~during toFY ~~the~~2020. ~~Rampage,~~Refer ~~Joe~~to ~~Boxer,~~Note ~~Umbro,~~3 ~~Pony,~~for ~~Hydraulic,~~further ~~Cannon and Fieldcrest indefinite-lived trademarks~~information. The Company recorded asset impairment charges ~~primarily~~of on0.1 ~~the~~million ~~Joe~~in ~~Boxer,~~FY ~~Mudd~~2020, ~~OP,~~related ~~Bongo,~~to ~~Rampage,~~the ~~Mossimo,~~consolidation ~~Fieldcrest,~~and ~~Royal~~partial ~~Velvet~~sublease ~~and~~of ~~Umbro~~its ~~indefinite-lived~~New ~~trademarks~~York ~~during~~office ~~FY 2019~~space.

7. Fair Value Option

The Company accounts for its 5.75% Convertible Notes under the fair value option. The fair value carrying amount of the 5.75% Convertible Notes as of ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020 is $4953.16 million and $4750.39 million, respectively, as compared to the contractual principal outstanding balance which is $94.4 million and $94.4 million as of ~~September~~March 3031, 2021 and December 31, 2020, respectively. The changes of $2.8 million and $(0.8) million in the fair value of the 5.75% Convertible Notes accounted for under the fair value option are included in the Company’s condensed consolidated statement of operations for the Current Quarter and Prior Year Quarter, respectively, within Other Income.

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December 31, 2019, respectively. The changes of $(0.3) million and $11.9 million in the fair value of the 5.75% Convertible Notes accounted for under the fair value option are included in the Company’s condensed consolidated statement of operations for the Current Quarter and Prior Year Quarter, respectively, within Other Income. The change of $1.9 million and $(8.4) million in the fair value of the 5.75% Convertible Notes accounted for under the fair value option are included in the Company’s condensed consolidated statement of operations for the Current Nine Months and Prior Year Nine Months, 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 12 inputs as they are based on the quoted prices of the notes ~~in the active market~~.

8. Debt Arrangements

The Company’s debt obligations consist of the following:

	September 30, 2020			December 31, 2019
	March 31, 2021			December 31, 2020
Senior Secured Notes	$	~~323~~315,~~876~~566		$	~~338~~317,~~130~~856
Variable Funding Note, net of original issue discount		100,000			99100,~~610~~000
Senior Secured Term Loan, net of original issue discount		~~109~~79,~~727~~492			~~162~~94,~~418~~755
5.75% Convertible Notes (1)		4953,~~140~~644			4750,~~277~~868
Payroll Protection Program Loan		1,307			—1,307
Unamortized debt issuance costs		(~~501~~281	)		(~~1,714~~385	)
Total debt		~~583,~~549,728			~~645~~564,~~721~~401
Less current maturities		4231,~~767~~510			6128,~~976~~433
Total long-term debt	$	~~540~~518,~~782~~218		$	~~583~~535,~~745~~968

(1) Reflects the debt carrying amount which is accounted for under the Fair Value Option in the condensed consolidated balance sheet as of ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020. The actual principal outstanding balance of the 5.75% Convertible Notes is $94.4 million as of each of ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020.

Senior Secured Notes and Variable Funding Note

On November 29, 2012, Icon Brand Holdings, Icon DE Intermediate Holdings LLC, Icon DE Holdings LLC and Icon NY Holdings LLC, each a limited-purpose, bankruptcy remote, wholly-owned direct or indirect subsidiary of the Company, (collectively, the “Co-Issuers”) issued $600.0 million aggregate principal amount of Series 2012-1 4.229% Senior Secured Notes, Class A-2 (the “2012 Senior Secured Notes”) in an offering exempt from registration under the Securities Act of 1933, as amended (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 ~~September~~March 3031, ~~2020~~2021.

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.

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, (the “anticipated repayment date”), (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 began accruing 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

1718

(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 ~~September~~March 3031, ~~2020~~2021, 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 pursuant to the Securitization Notes Indenture. Upon a Rapid Amortization Event, any residual amounts available will immediately be used to pay down the principal on the Securitization Notes as required by the Securitization Notes Indenture.

The Securitization Notes are 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.

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

As of ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020, the total outstanding principal balance of the Securitization Notes was $~~423~~415.96 million and $~~438~~417.19 million, respectively, of which $1011.90 million and $428.74 million, respectively, is included in the current portion of long-term debt on the consolidated balance sheet. As of ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020, $1113.83 million and $148.95 million, respectively, is included in restricted cash on the consolidated balance sheet and ~~represents~~represent short-term restricted cash consisting of collections on behalf of the Securitized Assets, restricted to the payment of principal, interest and other fees on a quarterly basis under the Senior Secured Notes.

For the Current Quarter and Prior Year Quarter, interest expense relating to the Securitization Notes was approximately $4.53 million and $54.26 million, respectively. For the Current ~~Nine Months and the Prior Year Nine Months, interest expense relating to the Securitization Notes was approximately $13.9 million and $16.0 million, respectively. For the Current~~ Quarter and Prior Year Quarter long-term accrued interest expense related to the Securitization Notes was $5.7 million and ~~zero~~$4.3 million, respectively. ~~For~~As ~~the~~of ~~Current~~March ~~Nine~~31, ~~Months~~2021 and ~~the~~December ~~Prior~~31, ~~Year Nine Months~~2020, long-term accrued interest ~~expense~~ related to the Securitization Notes was $1527.94 million and ~~zero~~$21.7 million, respectively. For the Current Quarter and Prior Year Quarter, the Company recorded an expense for the amortization of original issue discount and deferred financing costs relating to the Securitization Notes of zero and $1.8 million, respectively. For the Current Nine Months and the Prior Year Nine Months, the Company recorded an expense for the amortization of original issue discount and deferred financing costs relating to the Securitization Notes of $1.1 million ~~and $5.2 million~~, respectively. The effective interest rate on such notes is 103.97%, as of ~~September~~March 3031, ~~2020~~2021.

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). Prior to the First Amendment (as discussed 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).

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 with 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. As a result of this transaction, the Company’s outstanding principal balance of the Senior Secured Term Loan was reduced to $57.8 million as of such date.

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.~~

In connection with the Second Amendment, Deutsche Bank was granted additional pricing flex in the form of price protection upon syndication of the Senior Secured Term Loan (“Flex”) and ticking fees on the unfunded portion of the loan. The Second Amendment allows, among other things, for cash payments on account of the Flex and ticking fees to be paid from the proceeds of the First Delayed Draw Term Loan, which was previously fully funded in accordance with the terms of the Senior Secured Term Loan. After giving effect to the additional Flex provided in the Second Amendment, the Company estimated that it could be responsible for payments on account of Flex in an aggregate total amount of up to $12.0 million. As of September 30, 2020, the Company has paid a total of approximately $5.0 million in Flex. The Company has recorded this amount against the outstanding principal balance of Senior Secured Term Loan on the Company’s consolidated balance sheet and is being amortized over the remaining term of Senior Secured Term Loan. 20

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 and (ii) the Note Exchange (as defined below). In connection with the Third Amendment, Deutsche Bank was granted additional pricing flex in the form of price protection upon syndication of the loan (“Third Amendment Flex”). After giving effect to the additional Third Amendment Flex, the Company estimates that it could be responsible for payments on account of the Third Amendment Flex in an aggregate total amount of up to $6.1 million.

Fourth Amendment

The Company, through IBG Borrower, entered into the Fourth Amendment to the Senior Secured Term Loan on 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: (i) 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; (ii) the failure to extend of the Series 2012-1 Class A-1 Senior Notes Renewal Date (as defined in the Senior Secured Term Loan); (iii) 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 (iv) 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 September 30, 2020 and December 31, 2019, the outstanding principal balance of the Senior Secured Term Loan was $109.7 million (which is net of $6.7 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 the current portion of long term debt on the Company’s consolidated balance sheet, respectively.21

~~The~~As a result of the Lee Cooper China Sale, the Company ~~recorded~~made ~~interest~~a ~~expense~~principal repayment of ~~approximately~~ $211.69 million ~~relating~~on to the Senior Secured Term Loan in the Current Quarter. asAs ~~compared~~of toMarch 31, ~~$4.6~~2021 ~~million~~and inDecember ~~the~~31, ~~Prior~~2020, ~~Year~~the ~~Quarter.~~outstanding ~~Interest~~principal ~~expense~~balance ~~relating~~of to the Senior Secured Term ~~loan~~Loan was $1079.5 million (which is net of $3.7 million inof ~~the~~original ~~Current~~issue ~~Nine~~discount) ~~Months~~and $94.8 million (which is net of $5.1 million of original issue discount), respectively, of which $19.3 million and $1319.73 million is recorded in the ~~Prior~~current ~~Year~~portion ~~Nine~~of ~~Months~~long term debt on the Company’s consolidated balance sheet, respectively.

The Company recorded aninterest expense ~~for the amortization~~ of ~~original issue discount and deferred financing fees of~~ approximately $~~4.2 million and $~~1.48 million relating to the Senior Secured Term Loan, ~~included~~ in ~~interest expense on~~ the ~~consolidated statement of operations, during the~~ Current Quarter ~~and~~as ~~the~~compared ~~Prior~~to ~~Year Quarter respectively. The Company recorded an expense for the amortization of original issue discount and deferred financing fees of approximately~~ $74.0 million ~~during~~in the ~~Current Nine Months and approximately $4.1 million during the~~ Prior Year ~~Nine Months~~Quarter. ~~The effective interest rate on the Senior Secured Term Loan is 11.6%, as of September 30, 2020.~~

The Company recorded an expense for the amortization of original issue discount and deferred financing fees of approximately $1.5 million and $1.4 million relating to the Senior Secured Term Loan, included in interest expense on the consolidated statement of operations, during the Current Quarter and the Prior Year Quarter respectively.

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 100% of the principal amount of the 5.75% Convertible Notes, plus accrued and unpaid interest, if any, 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 the Current Quarter ~~and Current Nine Months~~, noteholders have not converted 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 ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020, while the debt balance recorded at fair value on the Company’s consolidated balance sheet is $4953.16 million and $4750.39 million, respectively, the actual outstanding principal balance of the 5.75% Convertible Notes is $94.4 million and $94.4 million, respectively.

The Company recorded interest expense of approximately $1.43 million relating to the 5.75% Convertible Notes in the Current Quarter as compared to $1.4 million in the Prior Year Quarter. ~~Interest expense related to the 5.75% Convertible Notes was approximately $4.1 million and $4.3 million for the Current Nine Months and Prior Year Nine Months, respectively.~~ During the Current Quarter, the Company issued approximately 1.30 million common shares to noteholders in lieu of $12.47 million of cash interest due on ~~August~~February 15, ~~2020~~2021.

Debt Maturities

As of ~~September~~March 3031, ~~2020~~2021, the Company’s debt maturities on a calendar year basis are as follows:

	Total		~~October~~April 1 through December 31, ~~2020~~2021		~~2021~~2022		~~2022~~2023		~~2023~~2024		~~2024~~2025		Thereafter
Senior Secured Notes (1)	$	~~323~~315,~~876~~566	$	~~6,020~~—	$	~~5,741~~—	$	—	$	—	$	—	$	~~312~~315,~~115~~566
Variable Funding Notes	$	100,000		—8,902		~~221~~6,103		56,~~756~~103		56,~~756~~103		56,~~756~~103		8266,~~511~~686
Senior Secured Term Loan (2)	$	~~109~~79,~~727~~492		1614,~~558~~463		1965,~~284~~029		~~73,885~~—		—		—		—
5.75% Convertible Notes (3)	$	4953,~~140~~644		—		—		—53,644		~~49,140~~		—		—
Payroll Protection Program Loan	$	1,307		~~145~~784		~~871~~523		~~291~~—		—		—		—
Total	$	~~584~~550,~~050~~009	$	2224,~~723~~149	$	2671,~~117~~655	$	7959,~~932~~747	$	546,~~896~~103	$	56,~~756~~103	$	~~394~~382,~~626~~252

(1) The legal final maturity of the Securitization Notes is in January of 2043. As the Company did not repay or refinance the Securitization Notes prior to the anticipated repayment date, beginning January 2020, the Company is no longer be required to make previously designated contractual principal payments. Future principal payments will be formulaically based on a percentage of receipts of royalty revenue, and as such are subject market factors outside of the Company’s control. There can be no assurance that all or any future principal payments projected for the Senior Secured Notes will be made in accordance with the projections provided.

(2) Reflects the net debt carrying amount, effected by the outstanding balance of the original issue discount, in the condensed consolidated balance sheet as of ~~September~~March 3031, ~~2020~~2021. The actual principal outstanding balance of the Senior Secured Term Loan is $~~116~~83.42 million as of ~~September~~March 3031, ~~2020~~2021. ~~As a result of the completion of the Starter China Sale, an $11.7 million pre-payment was made during October 2020, which is reflected in future payments in the table above.~~

(3) Reflects the debt carrying amount which is accounted for under the Fair Value Option in the condensed consolidated balance sheet as of ~~September~~March 3031, ~~2020~~2021. The actual principal outstanding balance of the 5.75% Convertible Notes is $94.4 million as of ~~September~~March 3031, ~~2020~~2021.

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 Amended and Restated 2009 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 0.221 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 ~~September~~March 3031, ~~2020~~2021, there were ~~less~~approximately ~~than~~ 0.13 million common shares available for issuance under the 2016 Plan.

~~Reverse~~Shares ~~Stock~~Issued ~~Split~~on Payment of Interest of 5.75% Convertible Notes

On ~~March~~August 1415, ~~2019~~2020, ~~the~~The Company ~~effected~~settled a ~~1-for-10~~portion ~~reverse~~of ~~stock~~its ~~split~~interest ~~(the~~obligation ~~“Reverse~~on ~~Stock Split”) of~~ its ~~common stock~~5. No75% ~~fractional~~Convertible ~~shares~~Notes ~~were~~by ~~issued~~issuing inapproximately ~~connection with the Reverse Stock Split~~1.3 ~~Stockholders~~million ~~who otherwise would have been entitled to receive fractional~~ shares offor ~~common~~$1.4 ~~stock~~million ~~had~~and ~~their~~paid ~~holdings~~the ~~rounded~~remaining upbalance toin ~~the~~cash ~~next~~for ~~whole~~approximately ~~share~~$1. ~~Proportional~~3 ~~adjustments~~million. ~~were~~On ~~made~~February to15, ~~the~~2021, ~~Company’s outstanding stock options and other equity securities and to~~ the Company’s ~~incentive~~settled ~~plans,~~its ~~and~~February ~~the~~2021 ~~conversion~~interest ~~ratio~~obligation ofon ~~the~~its 5.75% Convertible Notes, toin ~~reflect~~shares ~~the~~of ~~Reverse~~its ~~Stock~~common ~~Split,~~stock inby ~~each~~issuing ~~case,~~approximately in1.0 ~~accordance~~million ~~with~~shares ~~the~~for ~~terms~~approximately ~~thereof~~$2. ~~Unless~~7 ~~the context otherwise requires, all share and per share amounts in this quarterly report on Form 10-Q have been adjusted to reflect the Reverse Stock Split~~million.

Stock Options

There were no grants of stock options, and no compensation expense related to stock option grants during the Current Nine Months or Prior Year Nine Months as all prior awards have been fully expensed. During FY 2019, the remaining 1,500 stock options outstanding and exercisable at 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 table summarizes information about unvested restricted stock transactions:

	Shares			Weighted Average Grant Date Fair Value
Non-vested, January 1, 2020		326,844		$	1.94
Non-vested, January 1, 2021		130,512		$	1.90
Granted		—			—
Vested		(~~196~~79,~~332~~132	)		12.9701
Forfeited/Canceled		—			—
Non-vested, September 30, 2020		130,512		$	1.90
Non-vested, March 31, 2021		51,380		$	1.93

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.

The Company has awarded performance-based restricted shares of common stock to certain employees. The awards have restriction periods tied to certain performance measures. The cost of the performance-based restricted stock awards, which is the fair market value on the date of grant net of estimated forfeitures, is expensed when the likelihood of those shares being earned is deemed probable.

23Compensation expense related to restricted stock grants (inclusive of the restricted stock grants awarded as part of the long-term incentive plans discussed below) for the Current Quarter and Prior Year Quarter was less than $0.1 million and $0.1 million, respectively.

~~Compensation~~An ~~expense~~additional ~~related~~amount ~~to restricted stock grants (inclusive~~ of ~~the restricted stock grants awarded as part of the long-term incentive plans discussed below) for the Current Quarter and Prior Year Quarter was less than~~ $0.1 million ~~and~~of ~~$0.2~~expense ~~million,~~of ~~respectively.~~compensation ~~Compensation~~ expense related to restricted stock grants (inclusive of the restricted stock grants awarded as part of the long-term incentive plans) ~~for~~discussed ~~the~~below) ~~Current~~is ~~Nine~~expected ~~Months~~to ~~and~~be ~~Prior~~expensed ~~Year~~over ~~Nine~~a ~~Months~~period ~~was~~of ~~$0.2~~approximately ~~million~~twelve ~~and $0~~months.~~7 million, respectively.~~

AnFor ~~additional~~the ~~amount~~Current ofQuarter ~~$0.2~~and ~~million~~Prior ofYear ~~expense~~Quarter, ofthe ~~compensation~~Company ~~expense~~repurchased ~~related~~0.2 tomillion ~~restricted~~shares ~~stock~~and ~~grants~~less ~~(inclusive~~than of0.1 ~~the~~million ~~restricted~~shares ~~stock~~respectively, ~~grants~~with ~~awarded~~a asvalued ~~part~~ of ~~the~~$0.3 ~~long-term~~million ~~incentive~~less ~~plans~~than ~~discussed~~$0.1 ~~below)~~million, isrespectively, ~~expected~~of toits becommon ~~expensed~~stock ~~over~~in aconnection ~~period~~with ofnet ~~approximately~~share ~~twelve~~settlement toof ~~eighteen~~restricted ~~months~~stock grants.

~~For~~The ~~the Current Quarter and Prior Year Quarter, the~~ Company ~~repurchased~~has noalso ~~shares~~awarded ~~and~~cash ~~shares~~settled ~~valued~~restricted atstock ~~less~~units ~~than~~to $0eligible employees.1 ~~million,~~The ~~respectively,~~fair value of ~~its~~these ~~common~~awards ~~stock~~is inliability ~~connection~~classified ~~with~~because ~~net~~the ~~share~~awards ~~settlement~~are ofpayable ~~restricted~~in ~~stock grants~~cash. ~~For~~As ~~both~~of ~~the~~March ~~Current~~31, ~~Nine~~2021 ~~Months~~ and ~~Prior~~December ~~Year~~31, ~~Nine Months~~2020, ~~the~~there ~~Company~~was ~~repurchased~~approximately ~~shares~~$0.7 ~~valued~~million atand ~~less than~~ $0.13 million, respectively, of ~~its~~liability ~~common~~classified restricted stock units included in ~~connection~~Accounts ~~with~~Payable ~~net~~and ~~share~~Accrued ~~settlement~~Expenses ofon ~~restricted~~the ~~stock~~Consolidated ~~grants~~Balance Sheets.

Retention Stock

On October 15, 2018, the Company hired Robert C. Galvin as its Chief Executive Officer and President and 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 similar to the retention stock awards provided to other employees as described above. The grant date fair value of Mr. Galvin’s award issued on October 15, 2018 was $1.80.

Compensation expense related to the retention stock awards was less than $0.1 million for both the Current Quarter and Prior Year Quarter, respectively. ~~Compensation expense related to the retention stock awards was approximately $0.1 million and $0.1 million for the Current Nine Months and Prior Year Nine Months, respectively.~~ An additional amount of $0.1 million of compensation expense related to Mr. Galvin’s retention stock awards is expected to be expensed over a period of approximately ~~fifteen~~nine months.

Long-Term Incentive Compensation

On March 317, ~~2016~~2017, the Company approved a new grant for long-term incentive compensation (the “~~2016~~2017 LTIP”) for ~~key~~certain employees and granted equity awards under the ~~2016~~2017 LTIP in the aggregate amount of approximately 0.1 million shares at a weighted average share price of $7375.1020 with a then current value of ~~approximately~~ $56.26 million. The awards granted were a combination of restricted stock units (“RSUs”) and target level performance stock units (“PSUs”). The ~~Pursuant~~material terms of the PSUs and RSUs are substantially similar to those set forth in the ~~terms~~2016 ofLTIP. Specifically, the ~~awards~~RSUs vest one third annually on each of March 30, 2018, March 30, 2019 and March 30, 2020. The PSUs vest based ~~upon~~on performance metrics approved by the ~~Company’s~~Compensation ~~performance~~Committee, ~~over~~which, for the ~~vesting~~performance period, ~~less~~commencing ~~than~~January 0.1, ~~million~~2017 ~~were~~and ~~issued~~ending ~~upon~~on ~~expiration~~December 31, 2019, are based on the Company’s achievement of an aggregate adjusted operating income performance target as set forth in the ~~grant~~applicable onaward ~~March~~agreements, and continued employment through December 31, 2019. None of the 2017 LTIP PSUs vested.

On March 715, ~~2017~~2018, the Company approved a new grant for long-term incentive compensation (the “~~2017~~2018 LTIP”) for certain employees, ~~and~~which ~~granted~~consisted ~~equity~~of ~~awards~~(i) ~~under~~PSU ~~the~~equity ~~2017~~awards ~~LTIP~~ in the aggregate amount of approximately 0.12 million shares at a weighted average share price of $7513.2080 with a then current value of $63.61 million~~. The~~ and (ii) cash awards ~~granted~~in ~~were~~the aaggregate ~~combination~~amount of ~~RSUs~~approximately ~~and~~$3.1 ~~target~~million ~~level~~(the ~~PSUs~~“2018 Cash Grant”). The ~~material~~Cash ~~terms~~Grants ofcomprising the ~~PSUs~~2018 LTIP vest in 48 equal semi-monthly installments on the 15th and ~~RSUs~~last ~~are~~days ~~substantially~~of ~~similar~~each tomonth, ~~those~~beginning ~~set~~March ~~forth~~31, 2018 and ending March 15, 2020, subject in each case to continued employment through the ~~2016~~applicable ~~LTIP~~vesting date. ~~Specifically,~~Each ~~the~~installment ~~RSUs~~is ~~vest~~paid ~~one~~within ~~third~~15 ~~annually~~days onof ~~each~~the applicable vesting date. Upon the end of ~~March~~an ~~30,~~employee’s ~~2018,~~employment ~~March~~with 30the Company, ~~2019~~any ~~and~~remaining ~~March~~unpaid ~~30,~~portion ~~2020~~of the 2018 Cash Grant is forfeited. The PSUs vest based on performance metrics approved by the Compensation Committee, ~~which,~~over ~~for~~three ~~the~~separate performance ~~period~~periods, commencing on January 1 of each of 2018, ~~2017~~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 ~~aggregate~~aggregated adjusted operating income performance target asto be set ~~forth~~by in the Compensation Committee prior to March 30 of each applicable ~~award~~performance ~~agreements~~period, and continued employment through ~~December~~the ~~31,~~settlement ~~2019~~date. None of the ~~2017~~2018 LTIP PSUs vested.

On March 15, ~~2018~~2019, the Company approved a new grant for long-term incentive compensation (the “~~2018~~2019 LTIP”) for certain employees, which consisted of (i) PSU equity awards in the aggregate amount of approximately 0.24 million shares at a weighted average share price of $132.8002 with a then current value of $30.18 million and (ii) cash awards in the aggregate amount of approximately $3.1.0 million (the “~~2018~~2019 Cash Grant”). ~~The~~ As ~~Cash~~part ~~Grants~~of ~~comprising~~ the ~~2018~~2019 LTIP, ~~vest~~pursuant into 48his ~~equal~~employment ~~semi-monthly~~agreement, ~~installments on~~ the ~~15th~~Company’s ~~and~~Chief ~~last~~Executive ~~days~~Officer ~~of each month, beginning March 31, 2018~~ and ~~ending~~President ~~March~~was ~~15,~~granted ~~2020,~~0.3 ~~subject~~million inshares ~~each~~of ~~case to continued employment through~~ the ~~applicable~~Company’s ~~vesting~~common ~~date. Each~~stock ~~installment~~with isan ~~paid~~aggregate ~~within~~fair 15market ~~days~~value of ~~the~~$0.3 ~~applicable~~million ~~vesting~~upon ~~date. Upon~~final ~~the~~execution ~~end~~ of ~~an employee’s employment with~~ the ~~Company,~~RSU ~~any~~agreement ~~remaining~~in ~~unpaid~~April ~~portion~~2019. The of2019 ~~the 2018~~ Cash Grant isand ~~forfeited. The~~the PSUs vest based on performance metrics approved by the Compensation Committee over ~~three~~two 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~~EBITDA ~~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 the Current ~~Nine Months~~Quarter, less than 0.1 million shares were forfeited in respect of the ~~2018~~2019 LTIP. ~~The~~ ~~weighted~~In ~~average~~the ~~remaining~~Current ~~contractual~~Quarter ~~term~~approximately ~~(in~~0.2 ~~years)~~million of2019 ~~the~~LTIP PSUs ~~is less than one year~~vested.

24In the Current Quarter, the Company recognized compensation expense related to the PSUs granted as part of the long-term incentive plans of approximately $0.1 million as compared to a compensation expense of less than $0.1 million in the Prior Year Quarter.

On March 15, 2019, the Company approved a new grant for long-term incentive compensation (the “2019 LTIP”) for certain employees, which consisted of (i) PSU equity awards in the aggregate amount of approximately 0.4 million shares at a weighted average share price of $2.02 with a then current value of $0.8 million and (ii) cash awards in the aggregate amount of approximately $1.0 million (the “2019 Cash Grant”). As part of the 2019 LTIP, pursuant to his employment agreement, the Company’s Chief Executive Officer and President was granted 0.3 million shares of the Company’s common stock with an aggregate fair market value of $0.3 million upon final execution of the RSU agreement in April 2019. The 2019 Cash Grant and the PSUs vest based on performance metrics approved by the Compensation Committee over two separate performance periods, commencing on January 1 of each of 2019 and 2020 and ending on December 31 of each of 2019 and 2020, which, for each such performance period, are based on the Company’s achievement of an aggregated adjusted EBITDA 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 the Current Nine Months, less than 0.1 million shares were forfeited in respect of the 2019 LTIP. The weighted average remaining contractual term (in years) of the PSUs is less than one year.25

In the Current Quarter, the Company recognized compensation expense related to the PSUs granted as part of the long-term incentive plans of approximately $0.1 million as compared to a compensation expense of less than $0.1 million in the Prior Year Quarter. In the Current Nine Months, compensation expense related to the PSUs was $0.3 million as compared to a benefit of less than $0.1 million for the Prior Year Nine Months. An additional amount of $0.2 million of compensation expense related to the PSUs granted is expected to be expensed over a period of less than one year.

10. Earnings Per Share

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

For the Current Quarter, of the total potentially dilutive shares related to restricted stock-based awards and stock options, approximately 0.51 million shares were anti-dilutive, as compared to approximately 0.4 million shares that were anti-dilutive for the Prior Year Quarter.

For the Current Quarter, ~~none~~0.2 million of the performance related restricted stock-based awards issued to the Company’s named executive officers were anti-dilutive as compared to 0.4 million of the performance related restricted stock-based awards issued to the Company’s named executive officers that were anti-dilutive in the Prior Year Quarter.

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

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

(in thousands)

~~2020~~2021

~~2019~~2020

~~2020~~

~~2019~~

Basic

1213,~~517~~805

11,~~631~~772

~~12,051~~

~~10,169~~

Effect of convertible notes subject to conversion

1817,~~672~~664

—

~~21,747~~

—

Effect of assumed vesting of dilutive shares

—159

—

Diluted

31,~~189~~628

11,~~631~~772

~~33,801~~

~~10,169~~

2526

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 the Current Quarter and Prior Year Quarter, adjustments to the Company’s redeemable non-controlling interest and effects of potential conversion on the 5.75% Convertible Notes had impacts on the Company’s earnings per share calculations as follows:

	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
	2020		2019			2020			2019
	2021		2020
For earnings (loss) per share - basic:
Net income (loss) attributable to Iconix Brand Group, Inc.	$	454,~~726~~188	$	(3521,~~708~~826	)	$	~~6,808~~		$	~~(16,492~~	)
Accretion of redeemable non-controlling interest		~~140~~—		—(394	)		~~(171~~	)		—
Net income (loss) attributable to Iconix Brand Group, Inc. after the effect of accretion of redeemable non-controlling interest for basic earnings (loss) per share	$	454,~~866~~188	$	(3522,~~708~~220	)	$	~~6,637~~		$	~~(16,492~~	)
For earnings (loss) per share - diluted:
Net income (loss) attributable to Iconix Brand Group, Inc.	$	454,~~726~~188	$	(3521,~~708~~826	)	$	~~6,808~~		$	~~(16,492~~	)
Effect of potential conversion of 5.75% Convertible Notes		14,~~085~~078		—			~~5,938~~			—
Accretion of redeemable non-controlling interest		~~140~~—		—(394	)		~~(171~~	)		—
Net income (loss) attributable to Iconix Brand Group, Inc. after the effect of potential conversion of 5.75% Convertible Notes for diluted earnings (loss) per share	$	468,~~951~~266	$	(3522,~~708~~220	)	$	~~12,575~~		$	~~(16,492~~	)
Earnings (loss) per share:
Basic	$	30.6630	$	(31.0789	)	$	~~0.55~~		$	~~(1.62~~	)
Diluted	$	10.5126	$	(31.0789	)	$	~~0.37~~		$	~~(1.62~~	)
Weighted average number of common shares outstanding:
Basic		1213,~~517~~805		11,~~631~~772			~~12,051~~			~~10,169~~
Diluted		31,~~189~~628		11,~~631~~772			~~33,801~~			~~10,169~~

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.

26On 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 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.

As previously disclosed, the Company received a formal order of investigation from the SEC staff in December 2015 and was contacted by the U.S. Attorney’s office for the Southern District of New York (the “SDNY”) in December 2018 regarding the same matters underlying the SEC’s investigation (together, the SDNY and SEC investigations, 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 (“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 of the Company’s former Chairman and Chief Executive Officer in respect of this matter was set to begin on May 11, 2020, but has been postponed indefinitely due to the COVID-19 pandemic. The $5.5 million penalty was recorded as an operating expense in 2019 and is being paid in installments. As of September 30, 2020, $0.8 million in future payments are included in Accounts payable and accrued expenses.

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. For the Current Quarter and Prior Year Quarter, ~~and Current Nine Months and Prior Year Nine Months,~~ the Company recognized the following royalty revenue amounts:

	For the Three Months Ended September 30,				For the Nine Months Ended September 30,
	For the Three Months Ended March 31,
Joint Venture Partner	~~2020~~2021		~~2019~~2020		~~2020~~		~~2019~~
M.G.S. Sports Trading Limited		~~102~~69		~~111~~107		~~309~~		~~329~~
Pac Brands USA, Inc.		4674		~~131~~80		~~153~~		~~239~~
Albion Equity Partners LLC / GL Damek		~~565~~721		~~615~~587		~~1,711~~		~~1,777~~
Li Ning		~~207~~201		—		~~393~~		—
MHMC (1)		—		—		—		7
Sports Direct International plc		197		197
Sports Direct International plc		211		307		1,105		881
	$	1,262	$	971
	$	1,131	$	1,164	$	3,671	$	3,233

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

13. Income Taxes

The Company computes its expected annual effective income tax rate in accordance with ASC 740 and makes changes on a quarterly basis, as necessary, based on certain factors such as changes in forecasted annual pre-tax income; changes to actual or forecasted permanent book to tax differences; impacts from tax audits with state, federal or foreign tax authorities; impacts from tax law changes; or change in judgment as to the realizability of deferred tax assets. The Company identifies items which are unusual and non-recurring in nature and treats these as discrete events. The tax effect of discrete items is recorded in the quarter in which the discrete events occur. Due to the volatility of these factors, the Company's consolidated effective income tax rate can change significantly on a quarterly basis.

With the exception of the Buffalo brand joint venture, Iconix Middle East joint venture, Diamond Icon joint venture and Umbro China joint venture (which was sold during the third quarter of 2020), 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, the Iconix Middle East joint venture and Diamond Icon 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 the third quarter of 2020, the Internal Revenue Service initiated an audit of the 2017 and 2018 federal tax returns. 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.

In assessing the realizability of deferred tax assets, management considers whether it is more likely than not that some or all of the recorded 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 consecutive years of pretax losses (resulting from impairment), management 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. In addition, the Company continues to have deferred tax liabilities related to indefinite lived intangibles on the

~~condensed~~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 ~~balance~~in ~~sheet~~the aCompany’s ~~portion~~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 ~~cannot~~joint beventure ~~considered~~earnings are higher relative to beour other earnings. Since the Buffalo brand joint venture is a ~~source~~taxable ofentity in Canada, and the Diamond Icon joint venture and Iconix Middle East joint venture are taxable ~~income~~entities in the United Kingdom, the Company is required to ~~offset~~report ~~deferred~~its tax ~~assets~~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.

AsThe aCompany ~~result~~files ofincome ~~the~~tax ~~Coronavirus~~returns ~~Aid,~~in ~~Relief,~~the ~~and~~U.S. ~~Economic~~federal ~~Security~~and ~~Act~~various ~~(the~~state ~~"CARES~~and ~~Act")~~local ~~signed~~jurisdictions. For ~~into~~federal ~~law~~income ontax ~~March 27~~purposes, during FY 2020, ~~additional~~the ~~avenues~~Internal ofRevenue ~~relief~~Service ~~may~~initiated bean ~~available~~audit toof ~~workers~~the ~~and~~Company’s ~~families~~2018 ~~through~~federal ~~enhanced~~tax ~~unemployment~~returns. ~~insurance~~The ~~provisions~~audit ~~and~~is tocurrently ~~small businesses through programs administered by the Small Business Administration ("SBA")~~ongoing. The ~~CARES~~Company ~~Act~~also ~~includes,~~files ~~among~~returns ~~other~~in ~~things,~~numerous ~~provisions~~foreign ~~relating~~jurisdictions tothat ~~payroll~~have ~~tax~~varied ~~credits~~years ~~and~~remaining ~~deferrals,~~open ~~net~~for ~~operating loss carryback periods~~examination, ~~alternative~~but ~~minimum~~generally ~~tax credits and technical corrections to tax depreciation methods for qualified improvement property. In~~ the ~~second~~statute ~~quarter~~ of ~~2020,~~limitations ~~the~~is ~~Company~~three ~~received~~to afour ~~$6.5~~years ~~million refund resulting~~ from ~~carrying~~when ~~back~~the ~~their~~return ~~2018~~is ~~Net Operating Loss to offset 2013 taxable income~~filed.

~~The~~In ~~Company’s~~assessing ~~consolidated~~the ~~effective~~realizability of deferred tax ~~rate~~assets, ~~for~~management ~~the~~considers ~~Current~~whether ~~Quarter~~it ~~was~~is ~~1.9%~~more ~~which~~likely ~~resulted~~than innot athat ~~$0.9~~some ~~million~~or ~~income~~all of the recorded deferred tax ~~expense~~assets aswill ~~compared~~be torealized. The ~~the~~ultimate ~~consolidated~~realization ~~effective~~of deferred tax ~~rate~~assets ~~for~~is ~~the~~dependent ~~Prior~~on ~~Year~~the ~~Quarter~~generation of ~~1.7%~~future ~~which~~taxable ~~resulted~~income in athe $0periods in which those temporary differences become deductible.6 Management ~~million~~considers the scheduled reversal of deferred tax liabilities, projected future taxable income, and tax ~~benefit. The~~planning ~~increase~~strategies in ~~tax~~making ~~expense~~this ~~for~~assessment. Based on these items and the ~~Current~~consecutive ~~Quarter~~years ~~resulted~~of pretax losses (resulting from ~~expenses~~impairment), ~~recorded~~management indetermined that enough uncertainty exists relative to the ~~Current~~realization ~~Quarter~~of the deferred income tax asset balances to warrant the application of a full valuation allowance for ~~which~~all notaxing jurisdictions, with the exception of Canada. In addition, the Company continues to have deferred tax ~~benefit~~liabilities ~~was~~related ~~able~~to indefinite lived intangibles on the condensed consolidated balance sheets, a portion of which cannot be considered to be ~~recognized~~a source of taxable income to fully offset deferred tax assets.

The Company’s consolidated effective tax rate for the Current ~~Nine~~Quarter ~~Months~~ was 024.46% which resulted in a ~~less than~~ $02.13 million income tax expense as compared to the consolidated effective tax rate for the Prior Year ~~Nine~~Quarter ~~Months~~ of ~~-15~~0.20% which resulted in a $10.30 million income tax ~~expense~~benefit. The ~~decrease~~increase in ~~the~~ tax expense isfor athe ~~result~~Current ofQuarter ~~the~~resulted ~~tax~~from ~~benefit~~an ~~recorded~~increase in foreign taxes for the Current ~~Nine~~Quarter ~~Months~~and ~~related~~a totax benefit in the Prior Year Quarter for the CARES Act.

Management has not recorded a tax provision for years that remain open for 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.

The Company has net operating loss (“NOL”) carryforwards for federal and state income tax purposes. Use of the NOL carryforwards is 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. Some of these NOL carryforwards will expire if they are not used within certain periods. At this time, we consider it more likely than not that we will not have sufficient taxable income in the future that will allow us to realize these NOL carryforwards.

14. Accumulated Other Comprehensive Income

The following table sets forth the activity in accumulated other comprehensive income for the Current ~~Nine~~Quarter ~~Months~~ and Prior Year ~~Nine Months~~Quarter:

	Accumulated Other Comprehensive Income
	For the Three Months Ended March 31,
Balance at December 31, 2019	$	(54,643	)
Accumulated Other Comprehensive Loss	2021			2020
Foreign currency translation loss		5,713
Beginning Balance	$	(42,625	)	$	(54,643	)
Current period other comprehensive income		5,713
Foreign currency translation loss		(6,457	)		(2,369	)
Balance at September 30, 2020	$	(48,930	)
Current period other comprehensive loss		(6,457	)		(2,369	)
	Accumulated Other Comprehensive Income
Balance at March 31,	$	(49,082	)	$	(57,012	)
Balance at December 31, 2018	$	(53,068	)
Foreign currency translation loss		(4,647	)
Current period other comprehensive income		(4,647	)
Balance at September 30, 2019	$	(57,715	)

15. 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, in deciding how to allocate resources and in assessing performance. The Company has disclosed the following operating segments: men’s, women’s, home, and international. Since the Company does not track, manage and analyze its assets by segments, no disclosure of segmented assets is reported.

allocate resources and in assessing performance. The Company has disclosed the following operating segments: men’s, women’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 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.

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

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

2020

2019

2020

2019

2021

2020

Licensing revenue:

Women's

53,~~919~~806

106,~~317~~478

~~16,805~~

~~26,855~~

Men's

5,~~705~~612

76,~~942~~757

~~15,419~~

~~25,491~~

Home

32,~~487~~466

3,~~430~~162

~~10,436~~

~~11,205~~

International

911,~~351~~750

1311,~~782~~554

~~32,028~~

~~42,255~~

2423,~~462~~634

3527,~~471~~951

~~74,688~~

~~105,806~~

Operating income (loss):

Women's

63,~~207~~772

9(1,~~988~~143

)

~~5,750~~

~~26,237~~

Men's

(14,~~249~~812

)

53,~~277~~807

~~4,593~~

~~17,775~~

Home

31,~~588~~829

~~2,990~~(811

)

~~4,512~~

~~9,777~~

International

67,~~556~~780

61,~~243~~841

~~14,569~~

~~25,432~~

Corporate

517,~~249~~080

(328,~~613~~544

)

~~35,623~~

~~(50,364~~

)

6625,~~351~~273

(84,~~115~~850

)

~~65,047~~

~~28,857~~

16. Other Assets - Current and Long-Term

Other Assets - Current

	September 30, 2020		December 31, 2019
	March 31, 2021		December 31, 2020
Other assets - current consisted of the following:
US federal tax receivables	$	—	$	1,115
Prepaid advertising		101		209
Insurance receivable		—		15,000
Prepaid expenses		461		678
Prepaid advertising		263		275
Prepaid income taxes		269		457
Prepaid expenses		934		1,207
Prepaid insurance		282		372
Prepaid taxes		5,650		1,119
Due from related parties		87		86
Prepaid insurance		459		2,042
Other prepaid taxes		480		474
Due from related parties		86		86
Other current assets	$	1,680	$	2,276
Other current assets		532		596
Other current assets	$	7,924	$	21,440

	September 30, 2020		December 31, 2019
	March 31, 2021		December 31, 2020
Other noncurrent assets consisted of the following:
Prepaid interest	$	4,~~389~~299	$	4,~~868~~322
Deposits		~~343~~359		~~707~~357
Other noncurrent assets		1,~~190~~068		1,~~205~~117
Other noncurrent assets	$	5,~~922~~726	$	65,~~780~~796

17. 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 right of use (ROU) asset and a lease liability at the lease commencement date.

The Company determines if an arrangement is or contains a lease at contract inception. The Company recognizes a right of use (ROU) asset and a lease liability at the lease commencement date.

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 condensed consolidated statement of operations in the same line item as 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 ~~five~~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 Current Quarter, components of lease cost were as follows:

	For the Three Months Ended September 30, 2020			For the Three Months Ended September 30, 2019		For the Nine Months Ended September 30, 2020		For the Nine Months Ended September 30, 2019
Operating lease cost	$	560		$	547	$	1,683	$	1,648
Short-term lease cost		(7	)		158		231		355
Variable lease cost		147			124		342		335
	$	700		$	829	$	2,256	$	2,338

As of September 30, 2020, the operating lease ROU assets and operating lease liabilities were $5.1 million and $7.3 million, respectively.

For the Current Quarter and Current Nine Months, cash paid for lease liabilities for operating leases was $0.7 million and $2.0 million, respectively. There were no ROU assets exchanged and no operating lease obligations assumed during the Current Quarter and Current Nine Months. In the Current Quarter and Current Nine Months, there were no reductions to ROU assets resulting from reductions to lease obligations. The Company recognized $0.1 million in sublease income during the Current Quarter and zero in the Prior Year Quarter. The Company recognized $0.2 million in sublease income during the Current Nine Months and zero in the Prior Year Nine Months. Sublease income is presented in operating expenses.

Because we generally do not have access to the rate implicit in the leases, the Company utilizes our incremental borrowing rate as the discount rate. As of September 30, 2020, the weighted average remaining operating lease term is 3.55 and the weighted average discount rate for the operating leases is 8.59%.

Maturities of lease liabilities under non-cancellable leases as of September 30, 2020 are as follows:

	For the Three Months Ended March 31, 2021		For the Three Months Ended March 31, 2020
Operating lease cost	$	574	$	565
Short-term lease cost		219		147
Variable lease cost		67		162
	$	860	$	874

	Operating Leases
Remainder of 2020	$	653
2021		2,452
2022		2,165
2023		2,109
2024		1,079
Total undiscounted lease payments	$	8,458
Less: Imputed interest		1,134
Total lease liabilities	$	7,324

As of March 31, 2021, the operating lease ROU assets, short-term operating lease liabilities and long-term operating lease liabilities were $4.5 million, $4.3 million and $2.3 million, respectively.

For the Current Quarter and Prior Year Quarter, cash paid for lease liabilities for operating leases was $0.7 million and $0.7 million, respectively. There were no ROU assets exchanged and no operating lease obligations assumed during the Current Quarter. In the Current Quarter, there were no reductions to ROU assets resulting from reductions to lease obligations. The Company recognized $0.1 million in sublease income during the Current Quarter and $0.1 million in the Prior Year Quarter. Sublease income is presented in operating expenses.

Because we generally do not have access to the rate implicit in the leases, the Company utilizes our incremental borrowing rate as the discount rate. As of March 31, 2021, the weighted average remaining operating lease term is 3.02 and the weighted average discount rate for the operating leases is 8.41%.

Maturities of lease liabilities under non-cancellable leases as of March 31, 2021 are as follows:

	Operating Leases
Remainder of 2021	$	2,100
2022		2,200
2023		2,109
2024		1,079
Total undiscounted lease payments	$	7,488
Less: Imputed interest		868
Total lease liabilities	$	6,620

18. Other Liabilities – Current

As of ~~September~~March 3031, ~~2020~~2021, other current liabilities of $92.37 million was primarily related to amounts due to certain joint ventures that are not consolidated with the Company as well as the current portion of the lease liabilities (refer to Note 17 for further details) as compared to $133.89 million as of December 31, ~~2019~~2020.

19. Foreign Currency Translation

The functional currency of Iconix Luxembourg and Red Diamond Holdings, which are wholly owned subsidiaries of the Company located in Luxembourg, is the Euro. However, the companies have certain dollar denominated assets, in particular cash and notes receivable, that are maintained in U.S. Dollars, which are required to be revalued each quarter. Due to fluctuations in currency in the Current Quarter and the Prior Year Quarter, the Company recorded a $01.~~5 million currency translation loss and a $0.~~4 million currency translation ~~loss,~~gain ~~respectively, that is included in the condensed consolidated statement of operations. Due to fluctuations in currency in the Current Nine Months~~ and ~~Prior Year Nine Months, the Company recorded~~ a $0.61 million currency translation ~~loss and a $0.8 million translation loss~~gain, respectively, that is included in the condensed consolidated statement of operations.

Comprehensive income includes certain gains and losses that, under U.S. GAAP, are excluded from net income as such amounts are recorded directly as an adjustment to stockholders’ equity. The Company’s comprehensive income is primarily comprised of net income and foreign currency translation gain or loss. During the Current Quarter and the Prior Year Quarter, the Company recognized as a component of its comprehensive income, a foreign currency translation ~~gain~~loss of $56.75 million and foreign currency translation loss of $42.04 million, respectively, due to changes in foreign exchange rates during the Current Quarter and the Prior Year Quarter, respectively. During the Current Nine Months and Prior Year Nine Months, the Company recognized as a component of its comprehensive income, a foreign currency translation gain of $5.7 million and a loss of $4.6 million, respectively.

20. Accounting Pronouncements

Recent Accounting Pronouncements

In ~~February~~June ~~2017~~2016, the FASB issued ASU ~~2017~~No. 2016-~~04,~~13 ~~“Intangibles~~ – ~~Goodwill~~Financial ~~and~~Instruments ~~Other~~– ~~(Topic~~Credit ~~350)~~Losses: ~~Simplifying~~ ~~the~~Measurement ~~Test~~of ~~for~~Credit ~~Goodwill~~Losses ~~Impairment”,~~on ~~which~~Financial ~~simplifies~~Instruments ~~the~~(Topic ~~subsequent~~326). ~~measurement~~ASU of2016-13 ~~goodwill~~amends ~~by eliminating Step 2 from~~ the ~~goodwill~~ impairment ~~test~~model ~~and eliminated the requirements for any reporting unit with a zero or negative carrying amount~~ to ~~perform~~utilize aan ~~qualitative~~expected ~~assessment. The~~loss ~~ASU~~methodology ~~is effective for public business entities for annual or any interim goodwill impairment tests~~ in ~~fiscal~~place ~~years~~of 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.

21. Other Matters

During the Current Quarter and Prior Year Quarter, the Company included in its selling, general and administrative expenses approximately $0.5 million and $9.1 million respectively, of charges primarily related and professional fees associated with the continuing correspondence with the Staff of the SEC, the SEC investigation, the class action derivative litigations and the transition of the Company’s management. During the Current Nine Months and Prior Year Nine Months, the Company included in its selling, general and administrative expenses approximately $9.3 million and $15.1 million respectively, of charges primarily related and professional fees associated with the continuing correspondence with the Staff of the SEC, the SEC investigation, the class action derivative litigations and the transition of the Company’s management.

22the currently used incurred loss methodology, which will result in more timely recognition of losses. ~~Subsequent~~The ~~Events~~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 September 2020, the Company completed the sale of its equity interests of Starter China Limited, for consideration of $16~~21.0 ~~million.~~Other ~~The Company received approximately $15.6 million in net proceeds from the Starter China Sale and in October 2020, repaid approximately $11.7 million under its Senior Secured Term Loan.~~Matters

During the Current Quarter and Prior Year Quarter, the Company included in its selling, general and administrative expenses $3.9 million and $3.5 million respectively, of charges primarily related to professional fees associated with the continuing correspondence with the Staff of the SEC, the SEC investigation and the class action derivative litigations.

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

Executive Summary. We are a brand management company and owner of a diversified portfolio of approximately 30 global consumer brands across women’s, men’s, home and international industry segments. 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 ~~September~~March 3031, ~~2020~~2021, our brand portfolio includes Candie’s ®, Bongo ®, Joe Boxer ®, Rampage ®, Mudd ®, London Fog ®, Mossimo ®, Ocean Pacific/OP ®, Danskin /Danskin Now ®, Rocawear ®, Artful Dodger ®, Cannon ®, Royal Velvet ®, Fieldcrest ®, Charisma ®, Starter ® , Waverly ®, Ecko Unltd ® /Mark Ecko Cut & Sew ®, Zoo York ®, Umbro ® and Lee Cooper ®; and interests in Material Girl ®, Ed Hardy ®, Truth or Dare ®, Modern Amusement ®, Buffalo ®, Hydraulic ® and Pony ®.

We principally look to monetize the Intellectual Property (“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 6050 DTR licenses and ~~more~~420 ~~than 460~~ total licenses. Licensees are selected based upon our 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 we generally require for each brand. This licensing strategy is designed to permit us to operate our licensing business, leverage our core competencies of marketing and brand management with minimal working capital, and generally without inventory, production or distribution costs or risks, and maintain high margins. The majority of our licensing agreements include minimum guaranteed royalty revenue, which provides us with greater visibility into future cash flows. As of ~~October~~April 1, ~~2020~~2021, we had a contractual right to receive ~~over~~approximately $380.74 million of minimum licensing revenue over the balance and the terms of their current licenses, excluding any renewals.

Our Candie’s and Mudd exclusive DTR license agreement at Kohl’s ~~will~~expired ~~expire~~ 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.

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

We identify our operating segments according to how business activities are managed and evaluated and, for which separate financial information is available and utilized on a regular basis by the Chief Executive Officer in deciding how to allocate resources and in assessing performance.

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

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

For the Three Months Ended March 31,

2020

2019

2020

2019

2021

2020

Licensing revenue:

Women's

53,~~919~~806

106,~~317~~478

~~16,805~~

~~26,855~~

Men's

5,~~705~~612

76,~~942~~757

~~15,419~~

~~25,491~~

Home

32,~~487~~466

3,~~430~~162

~~10,436~~

~~11,205~~

International

911,~~351~~750

1311,~~782~~554

~~32,028~~

~~42,255~~

2423,~~462~~634

3527,~~471~~951

~~74,688~~

~~105,806~~

Operating income (loss):

Women's

63,~~207~~772

9(1,~~988~~143

)

~~5,750~~

~~26,237~~

Men's

(14,~~249~~812

)

53,~~277~~807

~~4,593~~

~~17,775~~

Home

31,~~588~~829

~~2,990~~(811

)

~~4,512~~

~~9,777~~

International

67,~~556~~780

61,~~243~~841

~~14,569~~

~~25,432~~

Corporate

517,~~249~~080

(328,~~613~~544

)

~~35,623~~

~~(50,364~~

)

6625,~~351~~273

(84,~~115~~850

)

~~65,047~~

~~28,857~~

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~~into ~~the~~2021, ~~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. 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 are, in many cases, suspending or deferring capital expenditures. We ~~are~~continue ~~proactively~~to ~~taking~~take steps to increase available cash on hand including, but not limited to, targeted reductions in discretionary operating expenses, and our completed sales of certain of our brands. We ~~are~~have also taking certain precautions to provide a safe work environment for our employees. We ~~may~~continue ~~have~~ to ~~take~~evaluate further actions that we determine are in the best interests of our employees or as required by federal, state, or local authorities.

Results of Operations

Current Quarter compared to Prior Year Quarter

Licensing Revenue. Total revenue for the Current Quarter was approximately $2423.56 million, a 3115% decrease as compared to $3528.50 million for the Prior Year Quarter. Revenue from the women’s segment decreased 4341% from $106.35 million in the Prior Year Quarter to $53.98 million in the Current Quarter primarily due to decreases in licensing revenue from our Mudd, Candies and Joe Boxer brands partly offset by an increase in revenue from our Danskin brand. Revenue from the men’s segment decreased 2817% from $76.98 million in the Prior Year Quarter to $5.76 million in the Current Quarter mainly due to a decrease in licensing revenue from our Buffalo ~~and Umbro brands~~brand. Revenue from the home segment ~~increased~~decreased 222% from $3.42 million in the Prior Year Quarter to $32.5 million in the Current Quarter mainly due to ana ~~increase~~decrease in licensing revenue from our ~~Charisma~~Fieldcrest brand. The international segment ~~decreased~~increased 322% from $1311.86 million in the Prior Year Quarter to $911.48 million in the Current Quarter mainly due to ~~decreases~~increased inlicensing ~~Latin~~revenue ~~America~~in ~~and~~ Europe.

Selling, General and Administrative Expenses. Total selling, general and administrative expenses (“SG&A”) were $913.91 million for the Current Quarter as compared to $2617.32 million for the Prior Year Quarter, a decrease of $~~16.~~4.1 million or 6224%, primarily due to a decrease in ~~professional~~bad ~~fees,~~debt ~~compensation and advertising costs~~expense. SG&A from the women’s segment decreased from $0.89 million in the Prior Year Quarter to ~~income of~~ $0.90 million in the Current Quarter. SG&A from the men’s segment decreased from $2.8 million in the Prior Year Quarter to $0.8 million in the Current Quarter. SG&A from the home segment was flat at $20.76 million in the Prior Year Quarter and in the Current Quarter, respectively. SG&A from the ~~home~~international segment was $4.5 million in the Prior Year Quarter and $4.0 in the Current Quarter. Corporate SG&A decreased 8% from $08.43 million in the Prior Year Quarter to $7.6 million in the Current Quarter.

Depreciation and Amortization. Depreciation and amortization was $0.3 million for the Current Quarter and the Prior Year Quarter, respectively.

~~Year~~Equity ~~Quarter~~(earnings)loss toon ~~income~~joint ofventures. Equity earnings on joint ventures was less than $0.1 million infor the Current Quarter., ~~SG&A~~compared ~~from~~to ~~the~~a ~~international~~loss ~~segment~~of ~~was~~ $71.26 million infor the Prior Year Quarter ~~and~~inclusive ~~$2.7~~of intrademark ~~the~~impairment ~~Current~~charges ~~Quarter.~~of ~~Corporate SG&A decreased 64% from~~ $151.30 million infrom ~~the~~our ~~Prior~~investment ~~Year Quarter to $5.5 million~~ in ~~the~~South ~~Current~~East ~~Quarter~~Asia.

~~Depreciation~~Gain on Sale of Trademarks and ~~Amortization~~Investment. ~~Depreciation~~Gain on Sale of Trademarks and ~~amortization~~Investment ~~decreased~~reflects tothe $015.30 million ~~for~~gain on the ~~Current~~sale ~~Quarter,~~of ~~compared~~100% toof ~~$0.4~~our ~~million~~equity interest in ~~the~~Lee ~~Prior~~Cooper ~~Year~~China ~~Quarter~~Ltd., during the Current Quarter.

~~Equity~~Trademarks ~~(earnings)loss~~Impairment. Trademark onImpairment ~~joint~~loss ~~ventures.~~for ~~Equity~~the ~~earnings~~Current onQuarter ~~joint~~was ~~ventures~~zero ~~was~~as ~~less~~compared ~~than~~to $013.17 million in the Prior Year Quarter. The charge for the ~~Current~~Prior Year Quarter, ~~compared~~was toprimarily ~~income~~based on the impact of ~~$0.2~~the ~~million~~COVID-19 ~~for~~pandemic on current and estimated future cash flows and their impact on the ~~Prior~~fair ~~Year~~values ~~Quarter~~primarily of the Rampage, Joe Boxer, Waverly, Fieldcrest and Umbro indefinite-lived trademarks.

~~Gain~~Operating onIncome. ~~Sale~~Total ofoperating ~~Trademarks~~income ~~and~~for ~~Investment~~the Current Quarter was $25.3 ~~Gain~~million, onan ~~Sale~~increase of ~~Trademarks~~$30.1 ~~and~~million ~~Investment~~as ~~reflects~~compared ~~the~~to a loss of approximately $594.69 million in the Prior Year Quarter. Excluding trademark impairment and gain on sale of trademark, total operating income was $10.3 million for the ~~sale~~Current Quarter or 44% of ~~100~~total revenue as compared to total operating income of $8.9 million in the Prior Year Quarter or 32% of ~~our~~total ~~equity~~revenue. ~~interest~~Operating income from the women’s segment was $3.8 million in ~~Umbro~~the ~~China~~Current ~~Ltd~~Quarter compared to a loss of $1.1 million in the Prior Year Quarter. Excluding trademark impairment, ~~and~~women’s operating income for the Prior Year Quarter was $145.5 million. ~~gain~~Operating onincome ~~sale~~from ofthe ~~100%~~men’s operating segment was $4.8 million in the Current Quarter compared to $3.8 million in the Prior Year Quarter. Operating income from the home segment was $1.8 million in the Current Quarter compared to a loss of ~~our~~$0.8 ~~equity~~million ~~interest~~in the Prior Year Quarter. Excluding trademark impairment, the home segment operating income for the Prior Year Quarter was $2.6 million. Operating income from the international segment was $7.8 million in ~~Starter~~the ~~China~~Current ~~Ltd~~Quarter compared to $1.8 ~~during~~million in the Prior Year Quarter. Excluding trademark impairment, the international operating income was $6.4 million in the Prior Year Quarter. Corporate operating income was $7.1 million in the Current Quarter compared to an operating loss of $8.5 million in the Prior Year Quarter. Excluding gain on sale of trademark, operating loss from the Corporate segment in the Current Quarter was a loss of $7.9 million.

~~Trademarks~~Other ~~and~~Expenses ~~Investment Impairment~~(income)-Net. ~~Trademark~~ ~~and~~Other ~~Investment~~expenses ~~Impairment~~- ~~loss~~net ~~for the Current Quarter~~ was approximately $2216.01 million asfor ~~compared to $17.0 in~~ the ~~Prior~~Current ~~Year~~ Quarter~~. The~~ ~~Trademark~~as ~~impairment~~compared ~~charge~~to of $416.82 million for the ~~Current~~Prior Year Quarter, ~~was~~a ~~primarily~~decrease ~~based on the impact~~ of ~~COVID-19 on current and estimated future cash flows and their impact on the fair values of the Pony and Hydraulic indefinite-lived trademarks, which were written down by~~ $40.21 million. ~~and~~The ~~$0.6~~change ~~million,~~primarily ~~respectively.~~reflects ~~Investment~~a ~~impairment~~decrease of $172.14 million in the Current ~~Year~~ Quarter ~~resulted~~interest ~~from~~expense adue ~~decline~~to in the ~~fair~~year ~~value~~over ofyear ~~our~~reduction ~~Ecko Mark/Ecko joint venture~~ in ~~China~~debt, ~~and~~mostly ~~our~~offset ~~equity interest in our Candies joint venture in China which has been impacted~~ by ~~the~~mark ~~effects~~to ~~of COVID-19 in that~~ market. ~~Investment~~accounting ~~impairment~~for inour ~~the Prior Year Quarter of $ 17~~5.075 ~~million~~% ~~related~~convertible ~~to our investment in Marcy Media~~note.

~~Operating~~Provision ~~Income.~~for ~~Total~~(Benefit) ~~operating income~~ for ~~the~~Income ~~Current Quarter was $66~~Taxes.4 ~~million,~~The aneffective increase of $74.5 million as compared to a loss of approximately $8.1 million in the Prior Year Quarter primarily resulting from gains from sale of trademarks. Excluding trademark and investment impairment and gain on sale of trademarks, total operating income ~~was~~tax ~~$14.2~~rate ~~million~~ for the Current Quarter oris ~~58%~~approximately ~~of total revenue as compared to total operating income of $8~~24.96% ~~million~~resulting in ~~the~~a ~~Prior Year Quarter or 25% of total revenue. Operating income from the women’s segment was~~ $6.2 .3 million inincome ~~the~~tax ~~Current~~expense, ~~Quarter~~as compared to ~~income~~an ofeffective ~~$10.0 million in the Prior Year Quarter. Excluding trademark impairment, women’s operating~~ income ~~for~~tax ~~the~~rate ~~Current Quarter was $6.8 million. Operating income from the men’s operating segment was a loss~~ of $10.20% ~~million~~ in the ~~Current Quarter compared to $5.3 million in the~~ Prior Year Quarter. ~~Excluding~~which ~~trademark~~resulted ~~impairment,~~in ~~men’s~~a ~~operating income for the Current Quarter was~~ $30.0 million. ~~Operating~~ income ~~from~~tax ~~the home segment was $3~~expense.6 The ~~million~~increase in the ~~Current~~tax ~~Quarter~~expense ~~compared~~is toa ~~income~~result of ~~$3.0~~an ~~million~~increase in ~~the~~foreign ~~Prior~~tax ~~Year~~expense ~~Quarter. Operating income from the international segment was $6.6 million~~ in the Current Quarter ~~compared~~and toa ~~$6.2~~tax ~~million~~benefit recorded in the Prior Year Quarter. ~~Corporate~~related ~~operating income was $51.2 million in the Current Quarter compared~~ to ~~an operating loss of $32.6 million in~~ the ~~Prior~~CARES ~~Year Quarter~~Act. Excluding gain on sale of trademarks and investment impairment, operating loss from the Corporate segment in the Current Quarter was $5.7 million. Excluding the investment impairment, corporate operating loss was $15.6 million in the Prior Year Quarter.

~~Other~~Net ~~Expenses~~Income (~~income~~loss)~~-Net~~. ~~Other~~Our ~~expenses~~net (income)- ~~net~~ was approximately $186.79 million ~~for~~in the Current Quarter, as compared to ~~of $26.7 million for the Prior Year Quarter,~~ a ~~decrease~~loss of approximately $821.0 million. ~~The decrease was primarily reflect the change~~ in ~~mark to market accounting for our 5.75 % convertible note partly offset by and an increase of $4.1 million in~~ the ~~Current~~Prior Year Quarter, onresulting ~~interest~~from ~~expense primarily related to~~ the ~~step~~factors updiscussed ~~in interest rate on the securitization debt~~above.

(Benefit) Provision for Income Taxes. The effective income tax rate for the Current Quarter is approximately 1.9% resulting in a $0.9 million income tax expense, as compared to an effective income tax rate of 1.7% in the Prior Year Quarter which resulted in a $0.6 million income tax benefit. The increase in the tax expense is a result of expenses recorded in the Current Quarter for which no tax benefit was able to be recognized.

Net Income (loss). Our net income was approximately $46.7 million in the Current Quarter, compared to a loss of approximately $34.2 million in the Prior Year Quarter, resulting from the factors discussed above.

Current Nine Months compared to Prior Year Nine Months

Licensing Revenue. Total revenue for the Current Nine Months was $74.7 million, a 29% decrease as compared to $105.8 million for the Prior Year Nine Months. Revenue from the women’s segment decreased 37% from $26.9 million in the Prior Year Nine Months to $16.8 million in the Current Nine Months primarily due to a decrease in licensing revenue from our Mudd and Candies brands as the brands transition from their historical DTR relationships, as well as a decrease in Rampage revenue. Revenue from the men’s segment decreased 40% from $25.5 million in the Prior Year Nine Months to $15.4 million in the Current Nine Months mainly due to a decrease in licensing revenue from our Buffalo and Umbro brands. Revenue from the home segment decreased 7% from $11.2 million in the Prior Year Nine Months to $10.4 million in the Current Nine Months mainly due to the

transition of our Royal Velvet brand from a DTR relationship. The international segment decreased 24% from $42.3 million in the Prior Year Nine Months to $32.0 million in the Current Nine Months, mainly due to decreases in Latin America and Europe.

Selling, General and Administrative Expenses. Total selling, general and administrative expenses (“SG&A”) were $42.0 million for the Current Nine Months as compared to $60.8 million for the Prior Year Nine Months, a decrease of $18.8 million or 31% primarily due to decreases in advertising expense, compensation costs and professional fees. SG&A from the women’s segment decreased from $2.1 million in the Prior Year Nine Months to $0.4 million in the Current Nine Months. SG&A from the men’s segment decreased 16% from $7.7 million in the Prior Year Nine Months to $6.5 million in the Current Nine Months primarily due to a decrease in advertising expense. SG&A from the home segment decreased from $1.4 million in the Prior Year Nine Months to $0.8 million in the Current Nine Months. SG&A from the international segment decreased 29% from $17.4 million in the Prior Year Nine Months to $12.3 million in the Current Nine Months. Corporate SG&A decreased 31% from $32.2 million in the Prior Year Nine Months to $22.1 million in the Current Nine Months.

Depreciation and Amortization. Depreciation and amortization was $0.9 million for the Current Nine Months, compared to $1.4 million in the Prior Year Nine Months.

Equity Earnings on Joint Ventures. Equity earnings on joint ventures was a loss of $1.5 million for the Current Nine Months, compared to income of $2.3 million for the Prior Year Nine Months. The Current Nine Months included trademark impairment charges of $1.0 million from our investment in South East Asia.

Gain on Sale of Trademark and Investment. Gain on Sale of Trademarks and Investment reflect the $59.6 million gain on the sale of 100% of equity our 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 the Current Nine Months.

Trademark and Investment Impairment. Trademark and Investment Impairment loss was $41.0 million for the Current Nine Months which represented a trademark loss of $23.7 million and an investment loss of $17.3 million, as compared to $17.0 million in the Prior Year Nine Months. The charge for the Current Nine Months was primarily based on the impact of COVID-19 pandemic as well as the Sears store closures on current and estimated future cash flows and their impact on the fair values primarily of the Rampage, Joe Boxer, Pony, Waverly. Fieldcrest, Cannon and Umbro indefinite-lived trademarks and investments as follows:

Operating Segment	Brand / Trademark	Territory	Amount
Women’s	Rampage	US	$	4,630
Women’s	Joe Boxer	US		4,605
Men's	Pony	US		4,244
Home	Waverly	US		1,783
Home	Royal Velvet	US		838
Home	Cannon	US		1,953
International	Umbro	International		944
Other	various	various		4,712
Total			$	23,709

Investment impairment was $17.3 million in the Current Nine Months 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 impacted by the effects of COVID-19 in that market. Investment impairment in the Prior Nine Months was $17.0 million related to our investment in Marcy Media.

Operating Income(loss). Total operating income for the Current Nine Months was $65.0 million, compared to income of approximately $28.9 million in the Prior Year Nine Months. Excluding trademark and investment impairment, and gain on sale of trademarks and investment, total operating income in the Current Nine Months was $30.3 million or 41% of total revenue. Excluding investment impairment, total operating income in the Prior Year Nine Months was $45.9 million or 43% of total revenue. Operating income from the women’s segment was $5.8 million in the Current Nine Months compared to income of $26.2 million in the Prior Year Nine Months. Excluding trademark impairment, operating income from the women’s segment in the Current Nine Months was $16.4 million. Operating income from the men’s operating segment was $4.6 million in the Current Nine Months compared to $17.8 million in the Prior Year Nine Months. Excluding trademark impairments, operating income from the Men’s segment was $8.9 million. Operating income from the home segment was $4.5 million in the Current Nine Months compared to $9.8 million in the Prior Year Nine Months. Excluding trademark impairment, operating income from the home segment in the Current Nine Months was $9.7 million. Operating income from the international segment was $14.6 million in the Current Nine Months compared to $25.4 million in the Prior Year Nine Months. Excluding trademark impairment, operating income from the international segment in the Current Nine

Months was $18.1 million. Corporate operating income was $35.6 million in the Current Nine Months compared to operating loss of $50.4 million in the Prior Year Nine Months. Excluding gain on sale of trademarks and investment and investment impairment, operating income from the corporate segment in the Current Nine Months was a loss of $22.8 million. Excluding investment impairment, operating loss from the corporate segment was $33.4 million in the Prior Year Nine Months.

Other Expenses (income)-Net. Other expenses (income)- net was approximately $54.6 million for the Current Nine Months as compared to $37.1 million for the Prior Year Nine Months, an increase of $17.5 million. The change reflects a loss of $1.9 million in the Current Nine Months as compared to a gain of $6.8 million in the Prior Year Nine Months related to the mark-to-market adjustment from our 5.75% Convertible Notes and a $8.8 million increase in interest expense primarily related to the step up in interest rate on the securitization debt in the Current Nine Months.

Provision (benefit) for Income Taxes. The effective income tax rate for the Current Nine Months is approximately 0.4%, which resulted in an income tax expense of less than $0.1 million, as compared to an effective income tax rate of -15.2% in the Prior Year Nine Months, which resulted in a $1.3 million income tax expense. The decrease in the tax expense is a result of the CARES Act.

Net Income(loss). Our net income was approximately $10.4 million in the Current Nine Months, compared to a loss of approximately $9.5 million in the Prior Year Nine Months, as a result of the factors discussed above.

Liquidity and Capital Resources

Liquidity

Our principal capital requirements are to refinance or extinguish existing indebtedness and to fund working capital needs. We currently rely primarily on asset sales and the issuance of indebtedness to refinance existing indebtedness. At ~~September~~March 3031, ~~2020~~2021 and December 31, ~~2019~~2020, our cash totaled $7048.52 million and $5549.58 million, respectively, not including short-term restricted cash of $1214.82 million and $~~15.~~9.4 million, respectively. Our short-term restricted cash primarily consists of collection and investment accounts related to our Securitization Notes.

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 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 pursuant to the Securitization Notes Indenture. Upon a Rapid Amortization Event, any residual amounts available will immediately be used to pay down the 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 will accrue on amounts outstanding under the Securitization Notes. This additional interest is not required to be paid until 2043 and does not compound annually. 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. However, we believe recent events, primarily related to the impacts of the COVID-19 pandemic, have created risks related to liquidity and maintaining financial covenants, that raise substantial doubt about our ability to continue as a going concern. We have taken steps to reduce expenses and discretionary cash outlays and have been actively pursuing asset sales in order to satisfy liquidity needs under our financial covenants. 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 March 2021, we closed the Lee Cooper China Sale and received approximately $15.9 million in net proceeds. In March 2021, we repaid approximately $11.9 million under our Senior Secured Term Loan with proceeds from the Lee Cooper China Sale.

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.

This “Liquidity” section should be read in conjunction with the “COVID-19 Pandemic” section above. See Note 8 of the Notes to unaudited condensed consolidated financial statements for detail on our existing debt arrangements.

Operating Activities

Net cash provided by operating activities increased $39.89 million from net cash ~~provided~~used by operating activities of $151.9 million in the Prior Year ~~Nine~~Quarter ~~Months~~ to net cash provided by operating activities of $198.70 million in the Current ~~Nine Months~~Quarter. The increase is primarily due to a decrease in ~~Other~~Accounts ~~assets~~receivable -and ~~current,~~an ~~partly~~increase ~~offset the decrease~~ in ~~Accounts~~Other ~~payable~~liabilities ~~and accrued expenses~~ in the Current ~~Nine Months~~Quarter.

Investing Activities

Net cash provided by investing activities increased approximately $8020.79 million from net cash used in investing activities of $35.41 million in the Prior Year ~~Nine~~Quarter ~~Months~~ to net cash provided by investing activities of $7715.38 million in the Current ~~Nine Months~~Quarter. The difference between both periods is primarily due to the sale of the ~~Umbro~~Lee ~~China~~Cooper ~~and Starter~~ China ~~trademarks~~trademark in the Current ~~Year Nine Months~~Quarter.

Financing Activities

Net cash used in financing activities increased approximately $495.29 million from cash used in financing activities of $3514.97 million in the Prior Year ~~Nine~~Quarter ~~Months~~ to cash used in financing activities of $8520.16 million in the Current ~~Nine Months~~Quarter. The increase between both periods is primarily due to an increase in payments of long-term debt in the Current ~~Nine Months~~Quarter.

Other Matters

Critical Accounting Policies

~~The~~Our ~~Company’s~~ consolidated financial statements are based on the accounting policies used. Certain accounting polices require that estimates and assumptions be made by management for use in the preparation of the financial statements. Critical accounting policies are those that are central to the presentation of the Company’s financial condition and results and that require subjective or complex estimates by management. We believe that the assumptions and estimates associated with revenue recognitions, allowances for doubtful accounts and impairment of our intangible assets have the greatest impact on our condensed consolidated financial statements. Therefore, we consider these to be our critical accounting policies and estimates. There have been no material changes with respect to ~~the~~our ~~Company’s~~ critical accounting policies from those disclosed in its ~~2019~~2020 Annual Report on Form 10-K filed with the SEC on March 3031, ~~2020~~2021.

Recent Accounting Pronouncements

Refer to Note 20 of the notes to unaudited condensed consolidated financial statements for recent accounting pronouncements.

The statements that are not historical facts contained in this Quarterly Report are forward looking statements that involve a number of known and unknown risks, uncertainties and other factors, all of which are difficult or impossible to predict and many of which are beyond our control, which may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such forward looking statements. These risks are detailed in our Form 10-K for the fiscal year ended December 31, ~~2019~~2020 and other SEC filings. The words “believe,” “anticipate,” “expect,” “confident,” “project,” “provide,” “guidance” and similar expressions identify forward-looking statements. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made.

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable.

Item 4. Controls and Procedures

The Company, under the supervision and with the participation of its management, including its principal executive officer and principal financial and accounting officer, evaluated the effectiveness of the design and operation of its disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934, as amended, herein referred to as the Exchange Act) as of the end of the period covered by this Quarterly Report. The purpose of disclosure controls is to ensure that information required to be disclosed in our reports filed with or submitted to the SEC under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls are also designed to ensure that such information is accumulated and communicated to our management, including our principal executive officer and principal financial officer, to allow timely decisions regarding required disclosure. Based on management’s evaluation, the principal executive officer and principal financial officer concluded that due to errors in 2020 related to our intangible asset impairment testing, an error in accounting for a sale of equity in a subsidiary, and an error in the prior year financial reporting of income taxes, our disclosure controls were not effective as of March 31, 2021 due to a material weakness in internal control over financial reporting. During 2021, the Company has implemented new internal controls and modifications to existing internal controls in these areas. Management believes that its efforts, when fully implemented, will be effective in remediating such material weakness by the end of 2021. In addition, management will continue to monitor the results of the remediation activities and test the new controls as part of its review of its internal control over financial reporting for 2021. Management is committed to the rigorous enforcement of an effective control environment.

~~Our~~Notwithstanding the material weakness in control over financial reporting described above, our principal executive officer and principal financial and accounting officer have concluded that the financial statements included in this Quarterly Report present fairly, in all material respects, our financial position, results of operations and cash flows for the periods presented in conformity with accounting principles generally accepted in the United States.

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 ~~September~~March 3031, ~~2020~~2021, that may have materially affected, or which are reasonably likely to materially affect internal control. Based on that evaluation, except for the modifications made to the Company’s internal controls in response to the material weaknesses noted above, there has been no change in the Company’s internal control during the three months ended ~~September~~March 3031, ~~2020~~2021 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control, except for the matters discussed above.

The foregoing has been approved by our 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.

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PART II. Other Information

Item 1. Legal Proceedings.

InFor ~~May~~information ~~2016,~~on ~~Supply~~ Company, ~~LLC~~legal ~~(“Supply”)~~proceedings, aSee ~~former~~Note ~~licensee~~11 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~~our ~~Supply~~Condensed ~~for~~Consolidated ~~markdown~~Financial ~~reimbursement~~Statements 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~~Part 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 additionI, ~~Hardy Way commenced an action against Kevin Yap (“Yap”), the principal~~ of ~~Supply,~~this toQuarterly ~~enforce~~Report ~~the~~on ~~terms~~Form ~~of his guarantee of Supply’s obligations under the Supply~~10-~~Hardy Way license agreement for the Ed Hardy trademark (the “Yap Litigation”)~~Q. 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.

As discussed above, the Company has been subject to Government Investigations, as well as the shareholder derivative complaints (the “2015 Matters”). Pursuant to the terms of its articles and bylaws, the Company is obligated to advance legal and other fees related to the 2015 Matters to certain of its current and former directors, officers and employees. As previously disclosed

during the third Quarter of 2019, as a result of the expenses related to the 2015 Matters, the Company’s insurance coverage related to the 2015 Matters has been exhausted. As such, the Company will not be reimbursed for any further expenses incurred related to the 2015 Matters, including in respect of the criminal trial of its former Chairman and CEO, Neil Cole or by certain of its other former directors, officers and employees.

Item 1A. Risk Factors.

In addition to the risk factors disclosed in Part 1, Item 1A, “Risk Factors” of our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020, set forth below are certain factors that have affected, and in the future could affect, our operations or financial condition. We operate in a changing environment that involves numerous known and unknown risks and uncertainties that could impact our operations. The risks described below and in our Annual Report on Form 10-K for the year ended December 31, ~~2019~~2020, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our financial condition and/or operating results.

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 is having an unprecedented impact on the U.S. economy as federal, state and local governments react to this public health crisis, which has created significant uncertainties. These uncertainties include, but are not limited to, the potential adverse effect of the pandemic on the economy, our licensees, customer sentiment in general, and temporary closing of stores containing our brands. As the pandemic continues to grow, consumer fear about becoming ill with the virus and recommendations and/or mandates from federal, state and local authorities to avoid large gatherings of people or self-quarantine may continue to increase, which has already affected, and may continue to affect, retailers, as well as our licensees who sell to these retailers. 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 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.

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

As of ~~September~~March 3031, ~~2020~~2021, the Company’s consolidated balance sheet reflects debt of approximately $~~583~~549.57 million (which is net of $0.53 million of debt issuance costs), including (i) securitization debt of $~~423~~415.96 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, (ii) senior secured debt of $~~109~~79.2 million (net of original issue discount and debt issuance costs of $74.20 million) under our Senior Secured Term Loan, and (iii) subordinated secured debt of $94.4 million (which is recorded in our consolidated balance sheet as of ~~September~~March 3031, ~~2020~~2021 at a fair value of $4953.16 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.

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.

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

Our ~~licenses~~license with Centric Brands ~~and Kohls represent~~Inc., ~~each~~was ~~in the aggregate,~~ our largest licensees during the three months ended ~~September~~March 3031, ~~2020~~2021, representing approximately 1013% ~~and 10%, respectively~~ of our total revenue for such period.

Because we are dependent on a few 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.~~

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, (iv) the Mossimo DTR license agreement with Target and (v) 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 brands 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 ~~September~~March 3031, ~~2020~~2021, goodwill represented approximately $26.1 million, or approximately 67%, of the Company’s total consolidated assets, and trademarks and other intangible assets represented approximately $~~253~~242.64 million, or approximately 5760% 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.

~~During~~In ~~the~~FY ~~Current Nine Months~~2020, ~~the~~as ~~Company~~a ~~recorded~~result ~~$23.7 million~~ of ~~trademark impairment charges. The charges for~~ the ~~Current Nine Months was based on the~~ impact of COVID-19 pandemic ~~as well as the Sears/Kmart store closures~~ on current and estimated future cash flows and their impact on the fair value of the Rampage, Joe Boxer, Umbro, Pony, Hydraulic, Cannon and Fieldcrest indefinite-lived trademarks~~. In FY 2019~~, asthe aCompany ~~result~~recorded ofnon-cash aasset ~~decline~~impairment incharges ~~net~~related ~~sales~~to asthe ~~well~~write-off asof acertain ~~decline~~of inour ~~future~~trademarks ~~guaranteed~~of $35.1 million.

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 $65.6 million.

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.

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 all outstanding disputes related to the 2015 Matters 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 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.

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.

The risks described herein and in the Company’s Annual Report on Form 10-K are not the only risks facing the Company. Additional risks and uncertainties not currently known to the Company, or that are currently deemed to be immaterial, also may materially adversely affect the Company’s business, financial condition and/or future operating results.

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

In ~~September,~~February ~~2020~~2021, the Company issued approximately 1.30 million shares of common stock in connection with the semi-annual interest payment on the 5.75% Convertible Notes, for no additional consideration to the Company.

The following table presents information with respect to purchases of common stock made by the Company during the Current Quarter (share count in thousands):

Month of purchase	Total number of shares purchased*		Average price paid per share		Total number of shares purchased as part of publicly announced plans or programs		Maximum number (or approximate dollar value) of shares that may yet be purchased under the plans or programs
July 1 - July 31		—	$	—		—	$	—
January 1 - January 31		—	$	—		—	$	—
August 1 -August 31		—	$	—		—	$	—
February 1 -February 28		—	$	—		—	$	—
September 1 - September 30		—	$	—		—	$	—
March 1 - March 31		184	$	2.07		—	$	—
Total		—184	$	—2.07		—	$	—

*	Amounts purchased represent shares surrendered to the Company to pay withholding taxes due upon the vesting of restricted stock.

4541

Item 6. Exhibits

EXHIBIT NO.		DESCRIPTION OF EXHIBIT

Exhibit 31.1		Certification of Chief Executive Officer Pursuant To Rule 13a-14 or 15d-14 of The Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act of 2002*

Exhibit 31.2		Certification of Chief Financial Officer Pursuant To Rule 13a-14 or 15d-14 of The Securities Exchange Act of 1934, As Adopted Pursuant To Section 302 Of The Sarbanes-Oxley Act of 2002*

Exhibit 32.1		Certification of Chief Executive Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002**

Exhibit 32.2		Certification of Chief Financial Officer Pursuant To 18 U.S.C. Section 1350, As Adopted Pursuant To Section 906 of The Sarbanes-Oxley Act of 2002**

Exhibit 101.INS		XBRL Instance Document*

Exhibit 101.SCH		XBRL Schema Document*

Exhibit 101.CAL		XBRL Calculation Linkbase Document*

Exhibit 101.DEF		XBRL Definition Linkbase Document*

Exhibit 101.LAB		XBRL Label Linkbase Document*

Exhibit 101.PRE		XBRL Presentation Linkbase Document*

*	Filed herewith.

**	Furnished herewith.

4642

Signatures

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

		Iconix Brand Group, Inc.
		(Registrant)
Date: November 16, 2020		/s/ Robert C. Galvin
Date: May 13, 2021		/s/ Robert C. Galvin
		Robert Galvin
		President and Chief Executive Officer (Principal Executive Officer)
Date: November 16, 2020		/s/ John T. McClain
Date: May 13, 2021		/s/ John T. McClain
		John T. McClain
		Executive Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)

4743

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Emerging growth company

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