8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15 (d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 14, 2018

ICONIX BRAND GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-10593	11-2481903
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1450 Broadway, New York, New York	10018
(Address of Principal Executive Offices)	(Zip Code)

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

Not Applicable

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

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

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

Item 2.02 Results of Operation and Financial Condition.

On March 14, 2018, Iconix Brand Group, Inc., a Delaware corporation (the “Company”), issued a press release announcing its financial results for 2017. As noted in the press release, the Company has provided certain non–U.S. generally accepted accounting principles (“GAAP”) financial measures, the reasons it provided such measures and a reconciliation of the non–U.S. GAAP measures to U.S. GAAP measures. Readers should consider non–GAAP measures in addition to, and not as a substitute for, measures of financial performance prepared in accordance with U.S. GAAP. A copy of the Company’s press release is being furnished hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

On March 14, 2018, the Company drew down $110 million under its Second Delayed Draw Term Loan (defined below) and used those proceeds, along with cash on hand, to make a payment to the trustee under the indenture governing the Company’s 1.50% convertible senior subordinated notes (the “1.50% Convertible Notes”) to repay the remaining 1.50% Convertible Notes at maturity on March 15, 2018 (the “Refinancing”).

As previously disclosed, on October 27, 2017, the Company, through IBG Borrower LLC, the Company’s wholly-owned direct subsidiary, entered into a Limited Waiver and Amendment No. 1 (the “First Amendment”) to its Credit Agreement (the “Credit Agreement”), dated August 2, 2017, with Cortland Capital Market Services LLC, as administrative agent and collateral agent, and the lenders party thereto from time to time, including Deutsche Bank AG, New York Branch. The First Amendment provided for, among other things, a 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, which was drawn on October 27, 2017, and (ii) a $140.7 million Second Delayed Draw Term Loan (the “Second Delayed Draw Term Loan”) for the purpose of repaying the 1.50% Convertible Notes. The Credit Agreement was subsequently amended on November 24, 2017 (the “Second Amendment”), February 12, 2018 (the “Third Amendment”) and March 12, 2018 (the “Fourth Amendment”).

The principal terms of the Credit Agreement and the First Amendment, Second Amendment and Third Amendment are set forth on the Company’s Current Reports on Form 8-K for the events dated August 2, 2017, October 27, 2017, November 24, 2017 and February 12, 2018, respectively, and the principal terms of the Fourth Amendment are set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017, each of which was filed with the Securities and Exchange Commission and is incorporated herein by reference. Such descriptions of the Credit Agreement, First Amendment, Second Amendment, Third Amendment and Fourth Amendment do not purport to be complete and are qualified in their entirety by reference to the full text of such documents, which are incorporated herein by reference.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In order to retain select members of the management team and recognize the contributions they have made to the Company, the Company is making a one-time retention payment to such members of management. Jason Schaefer, the Company’s Executive Vice President and General Counsel, received a retention payment in an amount equal to $250,000 (the “Retention Payment”) on March 19, 2018 pursuant to the terms of a retention agreement (the “Retention Agreement”). In the event Mr. Schaefer’s employment is terminated with Cause or without Good Reason (each as defined in the Retention Agreement) prior to March 22, 2019, an amount equal to the Retention Payment (net of any applicable federal, state and/or local tax withholdings or other amounts actually withheld by the Company at the time of payment) will become immediately due and payable by Mr. Schaefer to the Company.

Item 8.01 Other Events.

On March 14, 2018, the Company issued a press release announcing that it had completed the Refinancing. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.2 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

10.1	Credit Agreement, dated as of August  2, 2017, among IBG Borrower LLC, as the borrower, Iconix Brand Group, Inc. and certain of IBG Borrower’s wholly-owned subsidiaries, as guarantors, Cortland Capital Market Services LLC, as administrative agent and collateral agent and the lenders party thereto from time to time, including Deutsche Bank AG, New York Branch (filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated August 2, 2017 and incorporated herein by reference).
10.2	Limited Waiver and Amendment No. 1 to Credit Agreement, entered into as of October  27, 2017, among IBG Borrower LLC, a Delaware limited liability company, the Guarantors thereunder; each lender from time to time party thereto; and Cortland Capital Market Services LLC, a Delaware limited liability company as Administrative Agent and Collateral Agent (filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated October 27, 2017 and incorporated herein by reference).
10.3	Second Amendment, Consent and Limited Waiver to Credit Agreement, entered into as of November  24, 2017, among IBG Borrower LLC, a Delaware limited liability company, the Guarantors thereunder; each lender from time to time party thereto; and Cortland Capital Market Services LLC, a Delaware limited liability company, as Administrative Agent and Collateral Agent (filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated November 24, 2017 and incorporated herein by reference).
10.4	Third Amendment, Consent and Limited Waiver to Credit Agreement and Other Loan Documents entered into as of February  12, 2018, among IBG Borrower LLC, a Delaware limited liability company, the Guarantors thereunder; each lender from time to time party thereto; and Cortland Capital Market Services LLC, a Delaware limited liability company, as Administrative Agent and Collateral Agent (filed as an exhibit to the Company’s Current Report on Form 8-K for the event dated February 12, 2018 and incorporated herein by reference).
10.5	Fourth Amendment and Consent to Credit Agreement, entered into as of March  12, 2018, among IBG Borrower LLC, a Delaware limited liability company, the Guarantors thereunder; each lender from time to time party thereto; and Cortland Capital Market Services LLC, a Delaware limited liability company, as Administrative Agent and Collateral Agent (filed as an exhibit to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and incorporated herein by reference).
99.1	Press Release dated March 14, 2018 announcing financial results for 2017 (filed herewith).
99.2	Press Release dated March 14, 2018 announcing completion of the Refinancing (filed herewith).

Forward-Looking Statements

In addition to historical information, this Current Report contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include projections regarding the Company’s beliefs and expectations about future performance and, in some cases, may be identified by words like “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek” and similar terms or phrases. These statements are based on the Company’s beliefs and assumptions, which in turn are based on information available as of the date of this Current Report. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement and could harm the Company’s business, prospects, results of operations, liquidity and financial condition and cause its stock price to decline significantly. Many of these factors are beyond the Company’s ability to control or predict. Important factors that could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements include, among others: the ability of the Company’s licensees to maintain their license agreements or to produce and market products bearing the Company’s brand names, the Company’s ability to retain and negotiate favorable licenses, the Company’s ability to meet its outstanding debt obligations and the events and risks referenced in the sections titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and subsequent Quarterly Reports on Form 10-Q and in other documents filed or furnished with the Securities and Exchange Commission. Our forward-looking statements do not reflect the potential impact of any acquisitions, mergers, dispositions, business development transactions, joint ventures or investments we may enter into or make in the future. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements are made only as of the date hereof and the Company undertakes no obligation to update or revise publicly any forward-looking statements, except as required by law.

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 hereunto duly authorized.

ICONIX BRAND GROUP, INC.
By:	/s/ David K. Jones
Name:	David K. Jones
Title:	Executive Vice President and Chief Financial Officer

Date: March 20, 2018

EX-99.1

Exhibit 99.1

Iconix Reports Financial Results For The Fourth Quarter & Full Year 2017

NEW YORK, March 14, 2018 /PRNewswire/ —

• Fourth quarter and full year 2017 licensing revenue of $52.3 million and $225.8 million, respectively

• Completion of refinancing of 1.50% convertible notes

• Reiterates full year 2018 revenue guidance and initiates net income and free cash flow guidance range

Iconix Brand Group, Inc. (Nasdaq: ICON) (“Iconix” or the “Company”) today reported financial results for the fourth quarter and full year ended December 31, 2017.

John Haugh, CEO of Iconix commented, “2017 continued to be a year of change as we refinanced our balance sheet and refined our business model. Importantly, we enter 2018 better positioned to leverage our brand portfolio anchored on our strategic focus to actively manage brands with our existing partners, while exploring new opportunities to expand our reach.”

Haugh further noted, “The launch of Starter with Amazon in 2017 and our recently announced multiyear agreement with Target for the Umbro brand demonstrates our ability to position our brands with the right long-term partners to maximize market presence and contribution to Iconix.

With our near-term debt obligations satisfied today, we are now able to apply renewed attention to our business initiatives and lay the foundation for sustained, organic growth.”

2018 Guidance:

• Previously announced full year revenue guidance of $190 million to $220 million

• On track to deliver approximately $12 million of full year cost-savings aligning expenses with revenue base

• GAAP net income guidance of $7 million to $17 million, and $20 million to $30 million on a Non-GAAP basis

• Full year free cash flow of approximately $50 million to $70 million

Non-GAAP net income and free cash flow are non-GAAP metrics, and reconciliation tables for each are included in this press release.

Unless otherwise noted, the following represents financial results for continuing operations only.

Fourth Quarter & Full Year 2017 Financial Results

Licensing Revenue:

For the fourth quarter of 2017, licensing revenue was $52.3 million, an 11% decline as compared to $58.8 million in the prior year quarter. Revenue in the fourth quarter of 2016 included approximately $4.0 million of licensing revenue from the Sharper Image brand which was sold in the fourth quarter of 2016 and $1.3 million of licensing revenue from the Company’s Southeast Asia joint venture which was deconsolidated in the second quarter of 2017. As a result, there was no comparable revenue for these items in the fourth quarter of 2017. Excluding Sharper Image and Southeast Asia, revenue declined approximately 2% for the fourth quarter of 2017.

For the full year 2017, licensing revenue was $225.8 million, an 11% decline as compared to $255.1 million in 2016. Revenue in 2016 included approximately $9.3 million of licensing revenue from the Sharper Image brand, $0.2 million of licensing revenue from the Badgley Mischka brand and $2.6 million of licensing revenue from the Southeast Asia joint venture, for which there was no comparable revenue in 2017. Excluding Sharper Image, Badgley Mischka and Southeast Asia, revenue declined approximately 7% for the full year 2017.

Segment Data (non-GAAP for exclusion of divested brands and deconsolidated territories):

($, 000’s)

Adjusted Revenue by Segment	Three Months ended Dec. 31,							Year ended Dec. 31,
($, 000’s)	2017		2016*		% Change			2017		2016*		% Change
Womens		20,013		18,763		7	%		96,833		106,299		-9	%
Mens		8,212		11,807		-30	%		39,780		48,635		-18	%
Home		6,132		6,547		-6	%		28,807		29,096		-1	%
International		17,942		16,358		10	%		60,413		59,036		2	%
Total Adjusted Revenue		52,299		53,475		-2	%		225,833		243,066		-7	%

* Revenue is adjusted for revenue from Sharper Image, Badgley Mischka and the Southeast Asia joint venture

SG&A Expenses:

Total SG&A expenses in the fourth quarter of 2017 were $40.9 million, an 11% increase compared to $36.8 million in the fourth quarter of 2016. In the fourth quarter of 2017, SG&A included $2.5 million of special charges related to professional fees associated with the SEC investigation, the class action and derivative litigations, continuing correspondence with the Staff of the SEC, and costs related to the transition of Iconix management, as compared to approximately $3.9 million in the fourth quarter of 2016. These special

charges are excluded from the Company’s non-GAAP net income and EPS. Excluding special charges, SG&A expenses were up 17% in the fourth quarter of 2017. The increase was primarily related to greater advertising expense in the fourth quarter versus the prior year due to a shift from third to fourth quarter spending in 2017. Stock based compensation was $4.9 million in the fourth quarter of 2017, as compared to $2.1 million in the fourth quarter of 2016.

For the full year 2017, total SG&A expenses were $114.6 million, an 11% decrease as compared to $128.8 million in 2016. In 2017, SG&A included $9.6 million of special charges related to professional fees associated with the SEC investigation, the class action and derivative litigations, continuing correspondence with the Staff of the SEC and costs related to the transition of Iconix management, as compared to $14.3 million in 2016. Excluding special charges, SG&A expenses were down 8% for the full year 2017. Stock based compensation was $8.7 in 2017, as compared to $6.6 million in 2016.

Trademark, Goodwill and Investment Impairment:

In the fourth quarter of 2017, the Company recorded a non-cash trademark impairment charge of $4.1 million in the home segment and a $7.6 million impairment in the international segment which is included in equity earnings on joint ventures. The Company also recorded a non-cash investment impairment charge of $16.8 million related to the MG Icon joint venture which owns the Material Girl brand.

For the full year 2017, the Company recorded a non-cash trademark impairment charge of $525.7 million, comprised of $227.6 million in the women’s segment, $135.9 million in the men’s segment, $73.5 million in the home segment and $88.7 million in the international segment to reduce various trademarks in those segments to fair value. We also recorded an additional trademark impairment of $7.6 million in the international segment which is included in equity earnings on joint ventures. The Company recorded a non-cash goodwill impairment charge of $103.9 million due to impairment of goodwill in the women’s segment, men’s segment and home segment of $73.9 million, $1.5 million and $28.4 million, respectively. The Company also recorded a non-cash investment impairment charge of $16.8 million related to the MG Icon joint venture which owns the Material Girl brand.

Operating Income:

Adjusted Operating Income by Segment*	Three Months ended Dec. 31,									Year ended Dec. 31,
($, 000’s)	2017			2016			% Change			2017			2016			% Change
Womens		16,689			15,108			10	%		87,932			94,424			-7	%
Mens		(957	)		7,366			NA			19,043			30,322			-37	%
Home		5,110			5,385			-5	%		25,271			23,902			6	%
International		9,763			8,053			21	%		31,430			30,739			2	%
Corporate		(18,017	)		(17,189	)		-5	%		(50,595	)		(59,824	)		15	%
Adjusted Operating Income		12,588			18,723			-33	%		113,081			119,563			-5	%

Adjusted Operating Margin by Segment*	Three Months ended Dec. 31,									Year ended Dec. 31,
	2017			2016			Var			2017			2016			Var
Womens		83	%		81	%		2	%		91	%		89	%		2	%
Mens		-12	%		62	%		-74	%		48	%		62	%		-14	%
Home		83	%		82	%		1	%		88	%		82	%		6	%
International		54	%		49	%		5	%		52	%		52	%		0	%
Adjusted Operating Margin		24	%		35	%		-11	%		50	%		49	%		1	%

* Excludes trademark & goodwill impairment, loss on termination of licensees, divested brands, gain on deconsolidation of joint ventures and gain related to sale of trademarks. A reconciliation table can be found at the end of this press release

Operating loss for the fourth quarter of 2017 was $18.3 million, as compared to a loss of $388.2 million in the fourth quarter of 2016. Operating loss for the full year 2017 was $564.7 million, as compared to a loss of $272.8 million in 2016.

Operating loss in the fourth quarter of 2017 included trademark and investment impairments of $28.5 million and a loss on termination of licenses of $2.4 million. Excluding these items, Adjusted Operating Income for the fourth quarter of 2017 was approximately $12.6 million. Operating loss in the fourth quarter of 2016 included trademark, goodwill and investment impairments of $438.1 million, $3.0 million of income related to the Sharper Image brand as well as a $28.1 million gain on the sale of the Sharper Image trademark, and as a result there is no comparable income in the current period. Noting the items above, Adjusted Operating Income in the fourth quarter of 2017 decreased approximately $6.1 million.

Operating loss for the full year 2017 included trademark, goodwill and investment impairments of $654.0 million, a loss on termination of licenses of $28.4 million, a gain on sale of trademarks of $0.9 million and a gain on deconsolidation of joint ventures of $3.8 million. Excluding these items, Adjusted Operating Income for the full year 2017 was approximately $113.1 million. Operating loss for the full year of 2016 included trademark and goodwill impairments of $438.1 million, $7.6 million of income related to Sharper Image and Badgley Mischka brands as well as a $38.1 million gain on the sale of trademarks. Adjusting for the items above, Adjusted Operating Income for the full year 2017 decreased approximately $6.5 million.

Interest Expense:

Interest expense in the fourth quarter of 2017 was $21.8 million, as compared to interest expense of $17.2 million in the fourth quarter of 2016. The Company’s reported interest expense includes non-cash interest related to its outstanding convertible notes of approximately $4.6 million in the fourth quarter of 2017 and approximately $4.1 million in the fourth quarter of 2016.

Interest expense for the full year 2017 was approximately $67.9 million, as compared to interest expense of $76.9 million in 2016. The Company’s reported interest expense includes non-cash interest related to its outstanding convertible notes of $16.9 million in 2017 and $22.4 million in 2016.

Other Income:

For the full year 2017, the Company recognized a $2.7 million gain related to a payment received from the sale of its minority interest in Complex Media last year, as compared to a gain of $17.5 million in 2016, primarily related to the Company’s sale of its minority interest in Complex Media and the recoupment of unearned incentive compensation from the Company’s former CEO.

For the full year 2017 the Company recognized a loss of $20.9 million related to the early extinguishment of a portion of the Company’s term loan and the repurchase of a portion of the Company’s 2018 convertible notes. This compares to a $5.9 million loss in 2016 related to the early extinguishment of certain debt partially offset by a gain related to the repurchase of a portion of the Company’s 2018 convertible notes at a discount.

Provision for Income Taxes:

The effective income tax rate for the fourth quarter of 2017 is approximately 165.5% which resulted in a $66.8 million income tax benefit, as compared to an effective income tax rate of 25.2% in the prior year quarter which resulted in a $103.3 million income tax benefit. The increase in the effective tax rate for the fourth quarter is related to the reduced U.S. corporate tax rate signed into law in December and the Company’s ability to reduce its valuation allowance on deferred tax assets from the third quarter, which generated a large benefit on its pretax loss.

The effective income tax rate for the full year 2017 is approximately 14.7% which resulted in a $96.0 million income tax benefit, as compared to an effective income tax rate of 23.3% in 2016 which resulted in a $78.1 million income tax benefit.

The decrease in the full year effective tax rate is primarily a result of the establishment of a $80.8 million valuation allowance on the Company’s deferred tax assets as well as a charge due to the reduction of the U.S. corporate tax rate signed into law in December which reduced its gross deferred tax assets. Both have the effect of reducing the tax benefit related to the impairment, which lowers the effective tax rate.

GAAP Net Income and GAAP Diluted EPS:

GAAP net income from continuing operations for the fourth quarter of 2017 reflects income of $24.7 million as compared to a loss of $293.9 million in the fourth quarter of 2016. GAAP diluted EPS from continuing operations for the fourth quarter of 2017 reflects income of $0.40 as compared to a loss of $5.23 in the fourth quarter of 2016.

For the full year 2017, GAAP net loss from continuing operations is $535.3 million, as compared to a net loss from continuing operations of $254.5 million in 2016. GAAP diluted EPS from continuing operations for 2017 reflects a loss of $9.47 as compared to a loss of $4.86 in 2016.

Non-GAAP Net Income and Non-GAAP Diluted EPS:

Non-GAAP net income from continuing operations for the fourth quarter of 2017 was $3.6 million, an 84% decrease as compared to $22.1 million in the fourth quarter of 2016. Non-GAAP diluted EPS from continuing operations for the fourth quarter of 2017 was $0.06 as compared to $0.39 in the fourth quarter of 2016.

Non-GAAP net income from continuing operations for the full year 2017 was $45.0 million, a 34% decrease as compared to $68.7 million in 2016. Non-GAAP diluted EPS from continuing operations for 2017 was $0.78 as compared to $1.31 in 2016.

Balance Sheet and Liquidity:

($, 000’s)	Dec. 31, 2017		Current*
Cash Summary:
Unrestricted Domestic Cash (wholly owned)		38,236		25,907
Unrestricted Domestic Cash (in consolidated JV’s)		14,943		22,462
Unrestricted International Cash		12,748		12,717
Restricted Cash		48,766		37,536
Total Cash	$	114,693	$	98,622
Debt Summary:
Senior Secured Notes		408,174		397,501
1.50% Convertible Notes		236,183		—
5.75% Convertible Notes		—		117,248
Variable Funding Note		100,000		100,000
Senior Secured Term Loan		82,837		192,837
Total Debt (Face Value)	$	827,194	$	807,586

* Estimated as of March 7, 2018 and pro forma for the funding of the $110 million draw from the senior secured term loan, net of original issue discount and fees and repayment of the 1.50% convertible notes

During the fourth quarter of 2017, the Company amended its senior secured term loan and reduced the size of the credit facility by $75 million to $225 million.

As previously disclosed, on February 22, 2018, the Company exchanged $125 million aggregate principal amount of 1.50% convertible senior subordinated notes due March 15, 2018 (the “1.50% Convertible Notes”) for $125 million aggregate principal amount of new 5.75% convertible senior subordinated secured second lien notes due 2023 (“5.75% Convertible Notes”). Today, the

Company drew down $110 million under its senior secured 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 in an amount to repay the remaining 1.50% Convertible Notes at maturity on March 15, 2018.

Free Cash Flow:

2017 Free Cash Flow Reconciliation: (3)

($, 000’s)

	Three Months Ended Dec. 31,									Full Year
	2017			2016			% Change			2017			2016			% Change
Net cash provided by operating activities	$	9,757		$	68,859			-86	%	$	12,854		$	134,840			-90	%
Plus: Cash related to Disc Ops sale		—			—						36,272			—
Plus: Cash from sale of trademarks and related notes receivable		1,937			8,458						8,864			14,595
Plus: Cash from notes receivable from licensees		—			4,112						1,250			11,962
Plus: Cash from sale of Nick Graham		—			—						2,561			—
Plus: Cash from sale of equity interest in BBC Ice Cream		—			—						—			3,500
Plus: Cash from sale of Badgley Mischka		—			—						375			14,000
Plus: Cash from sale of Sharper Image		—			98,250						500			98,250
Plus: Cash from sale of equity interest in China		—			—						—			15,415
Less: Capital Expenditures		(41	)		(674	)					(870	)		(1,518	)
Less: Distributions to non-controlling interests		(1,341	)		(4,695	)					(5,191	)		(14,016	)
Free Cash Flow from operations	$	10,312		$	174,310			-94	%	$	56,615		$	277,028			-80	%

The Company generated $10.3 million of free cash flow in the fourth quarter of 2017, a 94% decrease as compared to $174.3 million in the fourth quarter of 2016. In 2017, the Company generated $56.6 million of free cash flow, an 80% decrease as compared to $277.0 million in 2016. In 2016 the Company received $98.3 million of cash related to the sale of the Sharper Image brand.

About Iconix Brand Group, Inc.

Iconix Brand Group, Inc. owns, licenses and markets a portfolio of consumer brands including: CANDIE’S^®, BONGO^®, JOE BOXER^®, RAMPAGE^®, MUDD^®, MOSSIMO^®, LONDON FOG^®, OCEAN PACIFIC^®, DANSKIN^®, ROCAWEAR^®, CANNON^®, ROYAL VELVET^®, FIELDCREST^®, CHARISMA^®, STARTER^®, WAVERLY^®, ZOO YORK^®, UMBRO^®, LEE COOPER^®, ECKO UNLTD.^®, MARC ECKO^®, and ARTFUL DODGER^®. In addition, Iconix owns interests in the MATERIAL GIRL^®, ED HARDY^®, HYDRAULIC^®, TRUTH OR DARE^®, MODERN AMUSEMENT^®, BUFFALO^® and PONY^® brands. The Company licenses its brands to a network of leading retailers and manufacturers that touch every major segment of retail distribution in both the U.S. and worldwide. Through its in-house business development, merchandising, advertising and public relations departments, Iconix manages its brands to drive greater consumer awareness and equity.

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include projections regarding the Company’s beliefs and expectations about future performance and, in some cases, may be identified by words like “anticipate,” “assume,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek” and similar terms or phrases. These statements are based on the Company’s beliefs and assumptions, which in turn are based on information available as of the date of this press release. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement and could harm the Company’s business, prospects, results of operations, liquidity and financial condition and cause its stock price to decline significantly. Many of these factors are beyond the Company’s ability to control or predict. Important factors that could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements include, among others: the ability of the Company’s licensees to maintain their license agreements or to produce and market products bearing the Company’s brand names, the Company’s ability to retain and negotiate favorable licenses, the Company’s ability to meet its outstanding debt obligations and the events and risks referenced in the sections titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and subsequent Quarterly Reports on Form 10-Q and in other documents filed or furnished with the Securities and Exchange Commission. Our forward-looking statements do not reflect the potential impact of any acquisitions, mergers, dispositions, business development transactions, joint ventures or investments we may enter into or make in the future. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements are made only as of the date hereof and the Company undertakes no obligation to update or revise publicly any forward-looking statements, except as required by law.

Media contact:

David K. Jones

Executive Vice President and Chief Financial Officer

Iconix Brand Group, Inc.

djones@iconixbrand.com

212-819-2069

Unaudited Condensed Consolidated Income Statements

($, 000’s, except earnings per share data)

	Three Months Ended Dec, 31,									Year Ended Dec. 31,
	2017			2016			% Change			2017			2016			% Change
Licensing revenue		52,299			58,801			-11	%		225,833			255,143			-11	%
Selling, general and administrative expenses		40,904			36,783			11	%		114,606			128,759			-11	%
Loss on termination of licenses		2,380			—						28,360			—
Depreciation and amortization		638			700						2,455			2,793
Equity loss (earnings) on joint ventures		5,734			(448	)					3,259			(3,578	)
Gain on deconsolidation of joint venture		—			—						(3,772	)		—
Gain on sale of trademarks		—			(28,113	)					(875	)		(38,104	)
Goodwill Impairment		—			18,331						103,877			18,331
Trademark Impairment		4,073			419,762						525,726			419,762
Investment Impairment		16,848			—						16,848			—
Operating income (loss)		(18,278	)		(388,214	)		-95	%		(564,651	)		(272,820	)		107	%
Other (income) expenses
Interest expense		21,807			17,174						67,901			76,925
Interest income		(59	)		(218	)					(480	)		(904	)
Other income, net		—			(7,328	)					(2,650	)		(17,508	)
Loss on extinguishment of debt, net		—			14,376						20,939			5,903
Foreign currency translation loss (gain)		315			(1,899	)					3,071			(1,287	)
Other expenses—net		22,063			22,105			0	%		88,781			63,129			41	%
Income (loss) before income taxes		(40,341	)		(410,319	)		-90	%		(653,432	)		(335,949	)		95	%
Provision (benefit) for income taxes		(66,757	)		(103,282	)		-35	%		(95,977	)		(78,125	)		23	%
Net income (loss)		26,416			(307,037	)		-109	%		(557,455	)		(257,824	)		116	%
Less: Net income (loss) attributable to non-controlling interest		1,673			(13,124	)		-113	%		(22,177	)		(3,326	)		567	%
Net income (loss) attributable to Iconix Brand Group, Inc.		24,743			(293,909	)		-108	%		(535,278	)		(254,498	)		110	%
Income (loss) from discontinued operations, before income taxes		(650	)		(2,465	)		-86	%		48,968			8,316			489	%
Less: Net income attributable to non-controlling interest from discontinued operations		6			1,174			NA			2,943			5,952			-51	%
Net income (loss) from discontinued operations attributable to Iconix Brand Group, Inc.		(656	)		(3,639	)		-91	%		46,025			2,364			1847	%
Net income (loss) attributable to Iconix Brand Group, Inc.		24,087			(297,548	)		-108	%		(489,253	)		(252,134	)		94	%
Earnings (loss) per share—basic:
Continuing operations		0.40			(5.23	)		-107	%		(9.47	)		(4.86	)		95	%
Discontinued operations		(0.01	)		(0.06	)		-83	%		0.81			0.05			1520	%
Earnings (loss) per share—basic		0.39			(5.30	)		-107	%		(8.66	)		(4.82	)		80	%
Earnings (loss) per share—diluted:
Continuing operations		0.40			(5.23	)		-107	%		(9.47	)		(4.86	)		95	%
Discontinued operations		(0.01	)		(0.06	)		-83	%		0.81			0.05			1620	%
Earnings (loss) per share—diluted		0.39			(5.30	)		-107	%		(8.66	)		(4.82	)		80	%
Weighted average number of common shares outstanding:
Basic		57,203			56,147			2	%		57,112			52,338			9	%
Diluted		57,203			56,147			2	%		57,112			52,338			9	%

Adjusted Revenue Reconciliation for the Three Months Ended Dec. 31, 2016:

($, 000’s)

	GAAP		Divested Brands			Adjusted Revenue
Womens		18,773		(10	)		18,763
Mens		11,807		—			11,807
Home		10,542		(3,995	)		6,547
International		17,679		(1,321	)		16,358
Total Revenue		58,801		(5,326	)		53,475

Adjusted Revenue Reconciliation for the Twelve Months Ended Dec. 31, 2016:

($, 000’s)

	GAAP		Divested Brands			Adjusted Revenue
Womens		106,527		(228	)		106,299
Mens		48,635		—			48,635
Home		38,370		(9,274	)		29,096
International		61,611		(2,575	)		59,036
Total Revenue		255,143		(12,077	)		243,066

Adjusted Operating Income Reconciliation for the Three Months Ended Dec. 31: (1)

($, 000’s)

	GAAP						Impairment				Loss on Terminations				Gain on Sale of Trademarks					Income from Divested Brands					Adjusted Operating Income
	2017			2016			2017		2016		2017		2016		2017		2016			2017		2016			2017			2016
Women’s		16,689			(16,360	)		—		31,478		—		—		—		—			—		(10	)		16,689			15,108
Men’s		(3,336	)		(155,530	)		—		162,896		2,380		—		—		—			—		—			(957	)		7,366
Home		1,037			(41,575	)		4,073		49,993		—		—		—		—			—		(3,033	)		5,110			5,385
International		2,195			(185,672	)		7,568		193,725		—		—		—		—			—		—			9,763			8,053
Corporate		(34,864	)		10,924			16,848		—		—		—		—		(28,113	)		—		—			(18,017	)		(17,189	)
Total Op. Income		(18,278	)		(388,214	)		28,489		438,092		2,380		—		—		(28,113	)		—		(3,043	)		12,588			18,723

Adjusted Operating Income Reconciliation for the Twelve Months Ended Dec. 31: (1)

($, 000’s)

	GAAP						Impairment				Loss on Terminations				Gain on Sale of Trademarks and JV Deconsolidation						Income from Divested Brands					Adjusted Operating Income
	2017			2016			2017		2016		2017		2016		2017			2016			2017		2016			2017			2016
Women’s		(215,570	)		62,565			301,502		31,478		2,000		—		—			—			—		381			87,932			94,424
Men’s		(144,779	)		(132,574	)		137,462		162,896		26,360		—		—			—			—		—			19,043			30,322
Home		(76,680	)		(18,105	)		101,951		49,993		—		—		—			—			—		(7,986	)		25,271			23,902
International		(64,826	)		(162,986	)		96,256		193,725		—		—		—			—			—		—			31,430			30,739
Corporate		(62,796	)		(21,720	)		16,848		—		—		—		(4,647	)		(38,104	)		—		—			(50,595	)		(59,824	)
Total Op. Income		(564,651	)		(272,820	)		654,019		438,092		28,360		—		(4,647	)		(38,104	)		—		(7,605	)		113,081			119,563

Non-GAAP Net Income (Loss) & Diluted EPS Reconciliation: (2)

($, 000’s, except per share data)

	NET INCOME									EPS
	Three Months Ended Dec. 31,									Three Months Ended Dec. 31,
	2017			2016			% Change			2017			2016			% Change
GAAP net income (loss) & EPS from continuing operations attributable to Iconix (1)		24,743			(293,909	)		-108	%	$	0.40		($	5.23	)		-107	%
Add:
non-cash interest related to ASC 470		4,618			4,059					$	0.08		$	0.06
loss on extinguishment of debt		—			14,376					$	0.00		$	0.26
loss on termination of licenses		2,380			—					$	0.04		$	0.00
trademark, goodwill & investment impairment		28,489			438,093					$	0.50		$	7.80
special charges		2,520			3,866					$	0.04		$	0.07
settlement w/ former CEO of unearned compensation		—			(7,263	)				$	0.00		($	0.13	)
foreign currency translation gain/(loss)		317			(1,904	)				$	0.01		($	0.03	)
Deduct:
Income taxes related to above		(12,291	)		(117,781	)				($	0.21	)	($	2.10	)
Valuation Allowance		(81,771	)		—					($	1.43	)	$	0.00
Tax Rate Reduction due to tax reform		34,205			—					$	0.60		$	0.00
non-controlling interest		376			(17,390	)				$	0.01		($	0.31	)
Accretion of redeemable non-controlling interest		—			—					$	0.04		$	0.00
Net Adjustments		(21,157	)		316,056					($	0.33	)	$	5.62
Non-GAAP net income & EPS from continuing operations attributable to Iconix		3,586			22,147			-84	%	$	0.06		$	0.39			-84	%

	NET INCOME									EPS
	Twelve Months Ended Dec. 31,									Twelve Months Ended Dec. 31,
	2017			2016			% Change			2017			2016			% Change
GAAP net income (loss) & EPS from continuing operations attributable to Iconix (1)		(535,278	)		(254,498	)		-110	%	($	9.47	)	($	4.86	)		-95	%
Add:
non-cash interest related to ASC 470		16,943			22,398					$	0.29		$	0.43
gain on sale of Complex Media		(2,728	)		(10,164	)				($	0.05	)	($	0.19	)
gain on deconsolidation of JV		(3,772	)		—					($	0.07	)	$	0.00
loss on extinguishment of debt		20,939			5,903					$	0.37		$	0.11
loss on termination of licenses		28,360			—					$	0.50		$	0.00
trademark & goodwill impairment		654,019			438,093					$	11.45		$	8.37
special charges		9,638			14,314					$	0.17		$	0.27
settlement w/ former CEO of unearned compensation		—			(7,263	)				$	0.00		($	0.14	)
foreign currency translation gain/(loss)		3,072			(1,286	)				$	0.05		($	0.02	)
Deduct:
Income taxes related to above		(237,006	)		(121,537	)				($	4.15	)	($	2.32	)
Valuation Allowance		89,210			—					$	1.56		$	0.00
Tax Rate Reduction due to tax reform		34,205			—					$	0.60		$	0.00
non-controlling interest		(32,616	)		(17,284	)				($	0.57	)	($	0.33	)
Accretion of redeemable non-controlling interest		—			—					$	0.10		$	0.00
Net Adjustments		580,264			323,174					$	10.25		$	6.17
Non-GAAP net income & EPS from continuing operations attributable to Iconix		44,986			68,676			-34	%	$	0.78		$	1.31			-38	%

Forecasted Reconciliation of Net Income: (2)

($, 000’s)

	Year Ending
	Dec. 31, 2018
	Low			High
Forecasted GAAP Net Income	$	6,700		$	16,700
Adjustment for non-cash interest related to ASC 470, net of tax		8,000			8,000
Special charges, net of tax		6,000			6,000
Gain on sale of Investment		(700	)		(700	)
Net Adjustments		13,300			13,300
Forecasted Non-GAAP Net Income	$	20,000		$	30,000

Forecasted Reconciliation of Free Cash Flow: (3)

($, 000’s)

	Year Ending Dec. 31, 2018
	Low			High
Net cash provided by operating activities	$	61,700		$	79,200
Plus: Cash from sale of trademarks and notes receivable		2,800			5,300
Plus: Cash from notes receivable from licensees		2,500			2,500
Less: Capital Expenditures		(1,000	)		(1,000	)
Less: Distributions to non-controlling interests		(16,000	)		(16,000	)
Free Cash Flow Guidance	$	50,000		$	70,000

Footnotes

(1) Adjusted operating income, a non-GAAP financial measure represents operating income, less trademark, goodwill and investment impairment charges, loss on termination of licensees, gains on sales of trademarks and joint venture deconsolidations and income from divested brands. The Company believes this is a useful financial measure in evaluating its financial condition because it is more reflective of the Company’s business purpose, operations and cash expenses.

(2) Non-GAAP net income and non-GAAP diluted EPS (along with non-GAAP weighted average diluted shares) are non-GAAP financial measures which represent net income excluding any non-cash interest related to ASC Topic 470, non-cash, non-recurring gains and charges, foreign currency translation gains and losses, and charges related to professional fees incurred as a result of the correspondence with the Staff of the SEC, the SEC investigation, internal investigations, the previously disclosed class action and derivative litigations, and costs related to the transition of Iconix management, all net of tax, and any incremental dilutive shares related to our convertible notes that are covered by their respective hedges. The Company believes these are useful financial measures in evaluating its financial condition because they are more reflective of the Company’s business purpose, operations and cash expenses.

Based on the average closing stock price for the quarters ended December 31, 2017 and December 31, 2016, there were no potential dilutive shares related to our convertible notes for GAAP purposes.

(3) Free Cash Flow, a non-GAAP financial measure, represents net cash provided by operating activities, plus cash received from the sale of trademarks and formation of joint ventures, less distributions to non-controlling interests and capital expenditures. Free Cash Flow excludes notes receivable from sale of trademarks and the formation of joint ventures, cash used to acquire the membership interests of our joint venture partners, mandatory debt service requirements, and other non-discretionary expenditures. Free Cash Flow should not be considered in isolation, as a measure of residual cash flow available for discretionary purposes, or as an alternative to operating results presented in accordance with GAAP. The Company believes Free Cash Flow is useful because it provides information regarding actual cash received in a specific period from the Company’s comprehensive business strategy of maximizing the value of its brands through traditional licensing, international joint ventures and other arrangements. We have excluded the cash used to buy back our joint venture membership interests from the above definition because we believe that, like other acquisitions, such actions are capital transactions. It also provides supplemental information to assist investors in evaluating the Company’s financial condition and ability to pursue opportunities that enhance shareholder value.

EX-99.2

Exhibit 99.2

Iconix Brand Group Announces Completion of Refinancing of its 1.50% Convertible Senior Subordinated Notes due March 15, 2018

NEW YORK, March 14, 2018 /PRNewswire/ — Iconix Brand Group Inc. (Nasdaq: ICON) (“Iconix” or the “Company”) today announced it has repaid the remaining $236 million 1.50% convertible senior subordinated notes due March 15, 2018 (the “2018 Notes”).

As previously disclosed, on February 22, 2018, the Company exchanged $125 million aggregate principal amount of 2018 Notes for $125 million aggregate principal amount of new 5.75% convertible senior subordinated secured second lien notes due 2023. Today, the Company drew down $110 million under its senior secured term loan and used those proceeds, along with cash on hand, to make a payment to the trustee under the indenture governing the 2018 Notes in an amount to repay the remaining 2018 Notes at maturity on March 15, 2018.

John Haugh, CEO of Iconix commented, “We are pleased to announce that by repaying our 1.50% notes we have satisfied our near-term debt obligations and significantly improved our balance sheet. This represents a major step forward in our overall strategy to de-lever and achieve an appropriate capital structure.”

Please reference a separate press release released today detailing our fourth quarter and full year 2017 results, as well as our outlook for 2018.

About Iconix Brand Group, Inc.

Iconix Brand Group, Inc. owns, licenses and markets a portfolio of consumer brands including: CANDIE’S ^®, BONGO ^®, JOE BOXER ^®, RAMPAGE ^®, MUDD ^®, MOSSIMO ^®, LONDON FOG ^®, OCEAN PACIFIC ^®, DANSKIN ^®, ROCAWEAR ^®, CANNON ^®, ROYAL VELVET ^®, FIELDCREST ^®, CHARISMA ^®, STARTER ^®, WAVERLY ^®, ZOO YORK ^®, UMBRO ^®, LEE COOPER ^®, ECKO UNLTD. ^®, MARC ECKO ^®, and ARTFUL DODGER ^®. In addition, Iconix owns interests in the MATERIAL GIRL ^®, ED HARDY ^®, HYDRAULIC^®, TRUTH OR DARE ^®, MODERN AMUSEMENT ^®, BUFFALO ^® and PONY ^® brands. The Company licenses its brands to a network of leading retailers and manufacturers that touch every major segment of retail distribution in both the U.S. and worldwide. Through its in-house business development, merchandising, advertising and public relations departments, Iconix manages its brands to drive greater consumer awareness and equity.

Forward-Looking Statements

In addition to historical information, this press release contains forward-looking statements within the meaning of the federal securities laws. Such forward-looking statements include projections regarding the Company’s beliefs and expectations about future performance and, in some cases, may be identified by words like “anticipate,” “assume,” “believe,” “continue,”

“could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “future,” “will,” “seek” and similar terms or phrases. These statements are based on the Company’s beliefs and assumptions, which in turn are based on information available as of the date of this press release. Forward-looking statements involve known and unknown risks and uncertainties, which could cause actual results to differ materially from those contained in any forward-looking statement and could harm the Company’s business, prospects, results of operations, liquidity and financial condition and cause its stock price to decline significantly. Many of these factors are beyond the Company’s ability to control or predict. Important factors that could cause the Company’s actual results to differ materially from those indicated in the forward-looking statements include, among others: the ability of the Company’s licensees to maintain their license agreements or to produce and market products bearing the Company’s brand names, the Company’s ability to retain and negotiate favorable licenses, the Company’s ability to meet its outstanding debt obligations and the events and risks referenced in the sections titled “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 and subsequent Quarterly Reports on Form 10-Q and in other documents filed or furnished with the Securities and Exchange Commission. Our forward-looking statements do not reflect the potential impact of any acquisitions, mergers, dispositions, business development transactions, joint ventures or investments we may enter into or make in the future. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These forward-looking statements are made only as of the date hereof and the Company undertakes no obligation to update or revise publicly any forward-looking statements, except as required by law.

Media contact:

David K. Jones Executive Vice President and Chief Financial Officer

Iconix Brand Group, Inc.

djones@iconixbrand.com

212-819-2069