Delaware
|
|
13-3588231
|
(State or other jurisdiction of
|
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
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Title of Each Class
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Name of Each Exchange on Which Registered
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Common Stock, par value $.0001 per share
|
The NASDAQ Stock Market LLC
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Preferred Stock Purchase Rights
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The NASDAQ Stock Market LLC
|
Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(do not check if smaller reporting company)
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Smaller reporting company
o
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PART I
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|
ITEM 4
MINE SAFETY DISCLOSURES
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|
PART II
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ITEM 5 MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER
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ITEM 7 MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
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ITEM 9 CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
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PART III
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ITEM 12 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
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ITEM 13 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
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PART IV
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|
•
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Steve Madden®
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•
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Steve Madden plus Design®
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•
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STEVE MADDEN in Chinese Characters®
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•
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Madden Girl®
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•
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Madden Girl By Steve Madden®
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•
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Steven®
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•
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Steven by Steve Madden®
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•
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SM New York®
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•
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Madden Girl by Steve Madden®
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•
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Eyeshadows by Steve Madden®
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•
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Soho Cobbler®
|
•
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Steve Madden Luxe®
|
•
|
Natural Comfort®
|
•
|
Arc Stripe Design®
|
•
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Asterisk with Shaded Circle Design®
|
•
|
Trissino®
|
•
|
Stacey and Steve®
|
•
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Stacey and Steve Stylized Design®
|
•
|
Heart Design by Steve Madden®
|
•
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Steve Madden and Heart Design®
|
•
|
Steve Madden's Fix® (logo and various trademarks)
|
•
|
PEACE LOVE SHOES® (logo and various trademarks)
|
•
|
Stevies®
|
•
|
Stevies by Steve Madden®
|
•
|
Stevies plus Design®
|
•
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Big Buddha®
|
•
|
BIG BUDDHA plus Design®
|
•
|
Buddha Lux®
|
•
|
Betsey Johnson®
|
•
|
Betseyville®
|
•
|
BETSEYVILLE BY BETSEY JOHNSON®
|
•
|
Betsey Johnson (Stylized) ®
|
•
|
THE WILD PAIR (word mark)®
|
•
|
WILD PAIR (word mark)®
|
•
|
WILD PAIR (stylized mark)® (logo and various trademarks)
|
•
|
THE WILD PAIR plus Circle Design®
|
•
|
Cejon®
|
•
|
Report®
|
•
|
Report Signature®
|
•
|
R2®
|
•
|
Mad Love®
|
•
|
locate and obtain favorable store sites;
|
•
|
negotiate favorable lease terms;
|
•
|
hire, train and retain competent store personnel;
|
•
|
anticipate the preferences of our retail customers in new geographic areas;
|
•
|
successfully integrate new stores into our existing operations.
|
•
|
the timing of holidays;
|
•
|
weather conditions;
|
•
|
the timing of larger shipments of footwear;
|
•
|
market acceptance of our products;
|
•
|
the mix, pricing and presentation of the products offered and sold;
|
•
|
the hiring and training of additional personnel;
|
•
|
inventory write downs for obsolescence;
|
•
|
the cost of materials;
|
•
|
the product mix between wholesale, retail and licensing businesses;
|
•
|
the incurrence of other operating costs; and
|
•
|
factors beyond our control, such as general economic conditions and actions of competitors.
|
Location
|
Leased/Owned
|
Primary Use
|
Approximate Area Square Feet
|
|
Dongguan, Guangdong Province, China
|
Leased
|
Offices and sample production
|
180,000
|
|
Long Island City, NY
|
Leased
|
Executive offices
|
66,600
|
|
Bayonne, NJ
|
Leased
|
Warehouse
|
50,000
|
|
Bellevue, WA
|
Leased
|
Offices, Topline
|
41,500
|
|
Montreal, Canada
|
Leased
|
Offices, warehouse
|
27,000
|
|
Putian City, Guangdong Province, China
|
Leased
|
Offices
|
23,800
|
|
New York, NY
|
Leased
|
Offices and showroom, Accessories
|
20,000
|
|
New York, NY
|
Leased
|
Showroom
|
14,000
|
|
New York, NY
|
Leased
|
Offices, Cejon
|
12,400
|
|
Long Island City, NY
|
Leased
|
Storage
|
7,200
|
|
New York, NY
|
Leased
|
Offices, Accessories private label
|
6,500
|
|
New York, NY
|
Leased
|
Showroom, Topline
|
6,400
|
|
Guangdong Province, China
|
Leased
|
Offices
|
4,800
|
|
Los Angeles, CA
|
Leased
|
Showroom
|
4,600
|
|
Kwai Chung, Hong Kong
|
Leased
|
Offices
|
3,800
|
|
Taichung, Taiwan, ROC
|
Leased
|
Offices
|
3,200
|
|
Long Island City, NY
|
Owned
|
Offices
|
2,200
|
|
ITEM 5
|
MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
High
|
Low
|
|
High
|
Low
|
2012
|
|
|
2011
|
|
|
Quarter ended
March 31, 2012
|
$45.08
|
$34.33
|
Quarter ended
March 31, 2011
|
$31.29
|
$25.15
|
Quarter ended
June 30, 2012
|
$44.27
|
$31.75
|
Quarter ended
June 30, 2011
|
$37.96
|
$31.73
|
Quarter ended
September 30, 2012
|
$45.05
|
$31.69
|
Quarter ended
September 30, 2011
|
$41.02
|
$30.10
|
Quarter ended
December 31, 2012
|
$44.98
|
$41.07
|
Quarter ended
December 31, 2011
|
$37.55
|
$28.36
|
|
|
|
12/31/2007
|
|
12/31/2008
|
|
12/31/2009
|
|
12/31/2010
|
|
12/31/2011
|
|
12/31/2012
|
Steven Madden, Ltd.
|
$100.00
|
|
$106.59
|
|
$206.18
|
|
$312.87
|
|
$388.15
|
|
$475.56
|
||
Russell 2000 Index
|
$100.00
|
|
$66.20
|
|
$84.20
|
|
$106.81
|
|
$102.33
|
|
$119.05
|
||
S&P 500 Footwear Index
|
$100.00
|
|
$80.63
|
|
$106.37
|
|
$139.60
|
|
$160.31
|
|
$174.19
|
|
INCOME STATEMENT DATA
Year Ended December 31,
(in thousands, except per share data)
|
||||||||||||||
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||
Net sales
|
$
|
1,227,072
|
|
$
|
968,549
|
|
$
|
635,418
|
|
$
|
503,550
|
|
$
|
457,046
|
|
Cost of sales
|
771,370
|
|
606,601
|
|
359,564
|
|
287,361
|
|
270,222
|
|
|||||
Gross profit
|
455,702
|
|
361,948
|
|
275,854
|
|
216,189
|
|
186,824
|
|
|||||
Commissions and licensing fee income - net
|
15,395
|
|
18,715
|
|
22,629
|
|
19,928
|
|
14,294
|
|
|||||
Operating expenses
|
(283,689
|
)
|
(226,893
|
)
|
(176,859
|
)
|
(157,149
|
)
|
(156,212
|
)
|
|||||
Impairment charges and provision for litigation
|
(8,432
|
)
|
—
|
|
—
|
|
—
|
|
—
|
|
|||||
Income from operations
|
178,976
|
|
153,770
|
|
121,624
|
|
78,968
|
|
44,906
|
|
|||||
Interest income
|
3,067
|
|
4,885
|
|
4,208
|
|
2,096
|
|
2,620
|
|
|||||
Interest expense
|
(49
|
)
|
(51
|
)
|
(4
|
)
|
(93
|
)
|
(207
|
)
|
|||||
Other income (expense) - net
|
2,193
|
|
188
|
|
29
|
|
(182
|
)
|
(1,013
|
)
|
|||||
Income before provision for income taxes
|
184,187
|
|
158,792
|
|
125,857
|
|
80,789
|
|
46,306
|
|
|||||
Provision for income taxes
|
64,623
|
|
61,591
|
|
50,132
|
|
30,682
|
|
18,330
|
|
|||||
Net income
|
119,564
|
|
97,201
|
|
75,725
|
|
50,107
|
|
27,976
|
|
|||||
Net loss attributable to noncontrolling interests
|
62
|
|
118
|
|
—
|
|
—
|
|
—
|
|
|||||
Net income attributable to Steven Madden, Ltd.
|
$
|
119,626
|
|
$
|
97,319
|
|
$
|
75,725
|
|
$
|
50,107
|
|
$
|
27,976
|
|
Basic income per share
|
$2.78
|
$2.30
|
$1.83
|
$1.23
|
$0.68
|
||||||||||
Diluted income per share
|
$2.71
|
$2.25
|
$1.78
|
$1.22
|
$0.67
|
||||||||||
Basic weighted average shares of common stock
|
43,019
|
|
42,264
|
|
41,477
|
|
40,602
|
|
41,232
|
|
|||||
Effect of dilutive securities - options and restricted stock
|
1,151
|
|
975
|
|
966
|
|
626
|
|
437
|
|
|||||
Diluted weighted average shares of common stock outstanding
|
44,170
|
|
43,239
|
|
42,443
|
|
41,228
|
|
41,669
|
|
|
BALANCE SHEET DATA
At December 31
,
|
||||||||||||||
|
2012
|
2011
|
2010
|
2009
|
2008
|
||||||||||
Total assets
|
$
|
804,039
|
|
$
|
639,786
|
|
$
|
447,696
|
|
$
|
326,859
|
|
$
|
284,693
|
|
Working capital
|
306,776
|
|
211,469
|
|
138,636
|
|
139,007
|
|
122,086
|
|
|||||
Noncurrent liabilities
|
43,161
|
|
29,940
|
|
18,967
|
|
6,710
|
|
5,801
|
|
|||||
Stockholders' equity
|
$
|
626,400
|
|
$
|
474,758
|
|
$
|
357,298
|
|
$
|
267,787
|
|
$
|
206,242
|
|
|
|
Years Ended December 31
($ in thousands)
|
|||||||||||||||||||
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||
CONSOLIDATED:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
1,227,072
|
|
|
100.0
|
%
|
|
$
|
968,549
|
|
|
100.0
|
%
|
|
$
|
635,418
|
|
|
100
|
%
|
Cost of sales
|
|
771,370
|
|
|
62.9
|
%
|
|
606,601
|
|
|
62.6
|
%
|
|
359,564
|
|
|
57
|
%
|
|||
Gross profit
|
|
455,702
|
|
|
37.1
|
%
|
|
361,948
|
|
|
37.4
|
%
|
|
275,854
|
|
|
43
|
%
|
|||
Other operating income – net of expenses
|
|
15,395
|
|
|
1.3
|
%
|
|
18,715
|
|
|
1.9
|
%
|
|
22,629
|
|
|
4
|
%
|
|||
Operating expenses
|
|
283,689
|
|
|
23.1
|
%
|
|
226,893
|
|
|
23.4
|
%
|
|
176,859
|
|
|
28
|
%
|
|||
Impairment charges and provision for litigation
|
|
8,432
|
|
|
0.7
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|||
Income from operations
|
|
178,976
|
|
|
14.6
|
%
|
|
153,770
|
|
|
15.9
|
%
|
|
121,624
|
|
|
19.1
|
%
|
|||
Interest and other income – net
|
|
5,211
|
|
|
0.4
|
%
|
|
5,022
|
|
|
0.5
|
%
|
|
4,233
|
|
|
0.7
|
%
|
|||
Income before income taxes
|
|
184,187
|
|
|
15.0
|
%
|
|
158,792
|
|
|
16.4
|
%
|
|
125,857
|
|
|
19.8
|
%
|
|||
Net income attributable to Steven Madden, Ltd.
|
|
119,626
|
|
|
9.7
|
%
|
|
97,319
|
|
|
10.0
|
%
|
|
75,725
|
|
|
11.9
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
By Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
WHOLESALE FOOTWEAR SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
794,486
|
|
|
100.0
|
%
|
|
$
|
636,809
|
|
|
100.0
|
%
|
|
$
|
402,567
|
|
|
100.0
|
%
|
Cost of sales
|
|
544,939
|
|
|
68.6
|
%
|
|
431,430
|
|
|
67.7
|
%
|
|
245,964
|
|
|
61.1
|
%
|
|||
Gross profit
|
|
249,547
|
|
|
31.4
|
%
|
|
205,379
|
|
|
32.3
|
%
|
|
156,603
|
|
|
38.9
|
%
|
|||
Operating expenses
|
|
145,221
|
|
|
18.3
|
%
|
|
118,703
|
|
|
18.6
|
%
|
|
81,060
|
|
|
20.1
|
%
|
|||
Income from operations - before impairment charges and provision for litigation
|
|
104,326
|
|
|
13.1
|
%
|
|
86,676
|
|
|
13.6
|
%
|
|
75,543
|
|
|
18.8
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
WHOLESALE ACCESSORIES SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
241,339
|
|
|
100.0
|
%
|
|
$
|
176,824
|
|
|
100.0
|
%
|
|
$
|
98,548
|
|
|
100.0
|
%
|
Cost of sales
|
|
154,284
|
|
|
63.9
|
%
|
|
115,350
|
|
|
65.2
|
%
|
|
60,622
|
|
|
61.5
|
%
|
|||
Gross profit
|
|
87,055
|
|
|
36.1
|
%
|
|
61,474
|
|
|
34.8
|
%
|
|
37,926
|
|
|
38.5
|
%
|
|||
Operating expenses
|
|
45,679
|
|
|
18.9
|
%
|
|
33,465
|
|
|
18.9
|
%
|
|
23,603
|
|
|
24.0
|
%
|
|||
Income from operations - before impairment charges and provision for litigation
|
|
41,376
|
|
|
17.1
|
%
|
|
28,009
|
|
|
15.8
|
%
|
|
14,323
|
|
|
14.5
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
RETAIL SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Net sales
|
|
$
|
191,247
|
|
|
100.0
|
%
|
|
$
|
154,916
|
|
|
100.0
|
%
|
|
$
|
134,303
|
|
|
100.0
|
%
|
Cost of sales
|
|
72,147
|
|
|
37.7
|
%
|
|
59,821
|
|
|
38.6
|
%
|
|
52,978
|
|
|
39.4
|
%
|
|||
Gross profit
|
|
119,100
|
|
|
62.3
|
%
|
|
95,095
|
|
|
61.4
|
%
|
|
81,325
|
|
|
60.6
|
%
|
|||
Operating expenses
|
|
92,789
|
|
|
48.5
|
%
|
|
74,725
|
|
|
48.2
|
%
|
|
72,196
|
|
|
53.8
|
%
|
|||
Income from operations - before impairment charges and provision for litigation
|
|
26,311
|
|
|
13.8
|
%
|
|
20,370
|
|
|
13.1
|
%
|
|
9,129
|
|
|
6.8
|
%
|
|||
Number of stores
|
|
109
|
|
|
|
|
|
84
|
|
|
|
|
|
84
|
|
|
|
||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
FIRST COST SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Other commission income – net of expenses
|
|
$
|
7,778
|
|
|
100.0
|
%
|
|
$
|
9,795
|
|
|
100.0
|
%
|
|
$
|
17,258
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
LICENSING SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Licensing income – net of expenses
|
|
$
|
7,617
|
|
|
100.0
|
%
|
|
$
|
8,920
|
|
|
100.0
|
%
|
|
$
|
5,371
|
|
|
100.0
|
%
|
|
|
Payment due by period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
2013
|
|
2014-2015
|
|
2016-2017
|
|
2018 and after
|
||||||||||
Operating lease obligations
|
|
$
|
188,775
|
|
|
$
|
27,423
|
|
|
$
|
52,184
|
|
|
$
|
45,607
|
|
|
$
|
63,561
|
|
Purchase obligations
|
|
228,255
|
|
|
228,255
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Contingent payment liability
|
|
41,960
|
|
|
11,551
|
|
|
17,877
|
|
|
12,532
|
|
|
—
|
|
|||||
Other long-term liabilities (future minimum royalty payments)
|
|
6,163
|
|
|
3,361
|
|
|
2,802
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
465,153
|
|
|
$
|
270,590
|
|
|
$
|
72,863
|
|
|
$
|
58,139
|
|
|
$
|
63,561
|
|
ITEM 8
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 11
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11
|
EXECUTIVE COMPENSATION
|
ITEM 12
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
STEVEN MADDEN, LTD.
|
|
/s/ EDWARD R. ROSENFELD
|
Edward R. Rosenfeld
|
Chairman and Chief Executive Officer
|
|
/s/ ARVIND DHARIA
|
Arvind Dharia
|
Chief Financial Officer and Chief Accounting Officer
|
Signature
|
Title
|
Date
|
/S/ EDWARD R. ROSENFELD
|
Chairman, Chief Executive Officer and Director
|
March 1, 2013
|
Edward R. Rosenfeld
|
|
|
/S/ ARVIND DHARIA
Arvind Dharia
|
Chief Financial Officer and Chief Accounting Officer
|
March 1, 2013
|
/S/ JOHN L. MADDEN
|
Director
|
March 1, 2013
|
John L. Madden
|
|
|
/S/ PETER MIGLIORINI
|
Director
|
March 1, 2013
|
Peter Migliorini
|
|
|
/S/ RICHARD P. RANDALL
|
Director
|
March 1, 2013
|
Richard P. Randall
|
|
|
/S/ RAVI SACHDEV
|
Director
|
March 1, 2013
|
Ravi Sachdev
|
|
|
/S/ THOMAS H. SCHWARTZ
|
Director
|
March 1, 2013
|
Thomas H. Schwartz
|
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets
as of December 31, 2012 and 2011
|
|
|
|
Consolidated Statements of Income
for the years ended December 31, 2012, 2011 and 2010
|
|
|
|
Consolidated Statements of Comprehensive Income
for the years ended December 31, 2012, 2011 and 2010
|
|
|
|
Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 2012, 2011 and 2010
|
|
|
|
Consolidated Statements of Cash Flows
for the years ended December 31, 2012, 2011 and 2010
|
|
|
|
|
|
December 31,
|
|
||||||
|
|
2012
|
|
2011
|
|
||||
ASSETS
|
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
168,777
|
|
|
$
|
102,830
|
|
|
Accounts receivable, net of allowances of $4,581 and $5,894
|
|
75,545
|
|
|
91,407
|
|
|
||
Factor accounts receivable, net of allowances of $17,856 and $12,325
|
|
92,156
|
|
|
62,017
|
|
|
||
Inventories
|
|
63,683
|
|
|
59,644
|
|
|
||
Marketable securities – available for sale
|
|
16,285
|
|
|
5,659
|
|
|
||
Prepaid expenses and other current assets
|
|
13,404
|
|
|
13,832
|
|
|
||
Prepaid taxes
|
|
331
|
|
|
1,457
|
|
|
||
Deferred taxes
|
|
11,073
|
|
|
9,711
|
|
|
||
Total current assets
|
|
441,254
|
|
|
346,557
|
|
|
||
Notes receivable
|
|
3,085
|
|
|
7,401
|
|
|
||
Note receivable – related party
|
|
3,581
|
|
|
4,090
|
|
|
||
Property and equipment, net
|
|
45,285
|
|
|
31,587
|
|
|
||
Deferred taxes
|
|
—
|
|
|
2,428
|
|
|
||
Deposits and other
|
|
2,305
|
|
|
1,257
|
|
|
||
Marketable securities – available for sale
|
|
81,202
|
|
|
72,004
|
|
|
||
Goodwill – net
|
|
91,559
|
|
|
75,595
|
|
|
||
Intangibles – net
|
|
135,768
|
|
|
98,867
|
|
|
||
Total Assets
|
|
$
|
804,039
|
|
|
$
|
639,786
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
83,427
|
|
|
$
|
69,747
|
|
|
Accrued expenses
|
|
31,782
|
|
|
34,327
|
|
|
||
Contingent payment liability – current portion
|
|
11,551
|
|
|
14,133
|
|
|
||
Accrued incentive compensation
|
|
7,718
|
|
|
16,881
|
|
|
||
Total current liabilities
|
|
134,478
|
|
|
135,088
|
|
|
||
Contingent payment liability
|
|
30,409
|
|
|
23,788
|
|
|
||
Deferred rent
|
|
7,521
|
|
|
6,004
|
|
|
||
Deferred taxes
|
|
5,117
|
|
|
—
|
|
|
||
Other liabilities
|
|
114
|
|
|
148
|
|
|
||
Total Liabilities
|
|
177,639
|
|
|
165,028
|
|
|
||
Commitments, contingencies and other
|
|
|
|
|
|
||||
STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
||
Preferred stock – $.0001 par value, 5,000 shares authorized; none issued; Series A Junior Participating preferred stock – $.0001 par value, 60 shares authorized; none issued
|
|
—
|
|
|
—
|
|
|
||
Common stock – $.0001 par value, 60,000 shares authorized, 54,530 and 51,408 shares issued, 46,127 and 43,005 shares outstanding at December 31, 2012 and 2011, respectively
|
|
5
|
|
|
5
|
|
|
||
Additional paid-in capital
|
|
217,638
|
|
|
186,325
|
|
|
||
Retained earnings
|
|
540,037
|
|
|
420,411
|
|
|
||
Other comprehensive income
|
|
1,443
|
|
|
678
|
|
|
||
Treasury stock – 8,403 shares at cost
|
|
(132,543
|
)
|
|
(132,543
|
)
|
|
||
Total Steven Madden, Ltd. stockholders’ equity
|
|
626,580
|
|
|
474,876
|
|
|
||
Noncontrolling interests
|
|
(180
|
)
|
|
(118
|
)
|
|
||
Total stockholders’ equity
|
|
626,400
|
|
|
474,758
|
|
|
||
Total Liabilities and Stockholders’ Equity
|
|
$
|
804,039
|
|
|
$
|
639,786
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net sales
|
|
$
|
1,227,072
|
|
|
$
|
968,549
|
|
|
$
|
635,418
|
|
Cost of sales
|
|
771,370
|
|
|
606,601
|
|
|
359,564
|
|
|||
Gross profit
|
|
455,702
|
|
|
361,948
|
|
|
275,854
|
|
|||
|
|
|
|
|
|
|
||||||
Commission and licensing fee income – net
|
|
15,395
|
|
|
18,715
|
|
|
22,629
|
|
|||
Operating expenses
|
|
(283,689
|
)
|
|
(226,893
|
)
|
|
(176,859
|
)
|
|||
Impairment charges and provision for litigation
|
|
(8,432
|
)
|
|
—
|
|
|
—
|
|
|||
Income from operations
|
|
178,976
|
|
|
153,770
|
|
|
121,624
|
|
|||
Interest income
|
|
3,067
|
|
|
4,885
|
|
|
4,208
|
|
|||
Interest expense
|
|
(49
|
)
|
|
(51
|
)
|
|
(4
|
)
|
|||
Other income (expense) - net
|
|
2,193
|
|
|
188
|
|
|
29
|
|
|||
Income before provision for income taxes
|
|
184,187
|
|
|
158,792
|
|
|
125,857
|
|
|||
Provision for income taxes
|
|
64,623
|
|
|
61,591
|
|
|
50,132
|
|
|||
Net income
|
|
119,564
|
|
|
97,201
|
|
|
75,725
|
|
|||
Net loss attributable to noncontrolling interests
|
|
62
|
|
|
118
|
|
|
—
|
|
|||
Net income attributable to Steven Madden, Ltd.
|
|
$
|
119,626
|
|
|
$
|
97,319
|
|
|
$
|
75,725
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Basic net income per share
|
|
$
|
2.78
|
|
|
$
|
2.30
|
|
|
$
|
1.83
|
|
|
|
|
|
|
|
|
||||||
Diluted net income per share
|
|
$
|
2.71
|
|
|
$
|
2.25
|
|
|
$
|
1.78
|
|
|
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
|
43,019
|
|
|
42,264
|
|
|
41,477
|
|
|||
Effect of dilutive securities – options/restricted stock
|
|
1,151
|
|
|
975
|
|
|
966
|
|
|||
Diluted weighted average common shares outstanding
|
|
44,170
|
|
|
43,239
|
|
|
42,443
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Net income
|
|
$
|
119,564
|
|
|
$
|
97,201
|
|
|
$
|
75,725
|
|
Other comprehensive income (loss) (net of tax):
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
(21
|
)
|
|
(209
|
)
|
|
—
|
|
|||
Cash flow hedges:
|
|
|
|
|
|
|
||||||
Gains on cash flow hedging derivatives
|
|
87
|
|
|
—
|
|
|
—
|
|
|||
Unrealized gain (loss) on marketable securities
|
|
699
|
|
|
(85
|
)
|
|
272
|
|
|||
|
|
|
|
|
|
|
||||||
Total other comprehensive income (loss) (net of tax)
|
|
765
|
|
|
(294
|
)
|
|
272
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
120,329
|
|
|
96,907
|
|
|
75,997
|
|
|||
Comprehensive loss attributable to noncontrolling interests
|
|
62
|
|
|
118
|
|
|
—
|
|
|||
|
|
|
|
|
|
|
||||||
Comprehensive income attributable to Steven Madden, Ltd.
|
|
$
|
120,391
|
|
|
$
|
97,025
|
|
|
$
|
75,997
|
|
|
Common Stock
|
|
Additional Paid‑in Capital
|
|
Retained Earnings
|
|||||||||
|
Shares
|
|
Amount
|
|
||||||||||
Balance - December 31, 2009
|
40,927
|
|
|
3
|
|
|
147,703
|
|
|
247,365
|
|
|||
Exercise of stock options
|
646
|
|
|
1
|
|
|
5,081
|
|
|
|
||||
Tax benefit from stock based compensation
|
|
|
|
|
4,718
|
|
|
|
||||||
Issuance of fully vested restricted stock
|
447
|
|
|
|
|
|
|
|
||||||
Stock-based compensation
|
|
|
|
|
8,271
|
|
|
|
||||||
Unrealized holding gain on marketable securities (net of taxes of $198)
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
|
|
|
|
|
75,725
|
|
||||||
Forfeiture of accrued dividends
|
|
|
|
|
|
|
2
|
|
||||||
Common stock purchased for treasury
|
|
|
|
|
|
|
|
|||||||
Balance - December 31, 2010
|
42,020
|
|
|
4
|
|
|
165,773
|
|
|
323,092
|
|
|||
Exercise of stock options
|
439
|
|
|
1
|
|
|
4,994
|
|
|
|
||||
Tax benefit from exercise of options
|
|
|
|
|
4,154
|
|
|
|
||||||
Issuance of restricted stock
|
546
|
|
|
|
|
|
|
|
||||||
Stock-based compensation
|
|
|
|
|
11,404
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|||||||
Unrealized holding gain on marketable securities (net of taxes of $54)
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
|
|
|
|
|
97,319
|
|
||||||
Balance - December 31, 2011
|
43,005
|
|
|
5
|
|
|
186,325
|
|
|
420,411
|
|
|||
Exercise of stock options
|
583
|
|
|
—
|
|
|
9,271
|
|
|
|
||||
Tax benefit from exercise of options
|
|
|
|
|
4,608
|
|
|
|
||||||
Issuance of restricted stock
|
2,539
|
|
|
|
|
|
|
|
||||||
Stock-based compensation
|
|
|
|
|
17,434
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
|
|
|
|
|
|
|||||||
Unrealized holding gain on marketable securities (net of taxes of $447)
|
|
|
|
|
|
|
|
|||||||
Cash flow hedge (net of taxes of $75)
|
|
|
|
|
|
|
|
|||||||
Net income
|
|
|
|
|
|
|
119,626
|
|
||||||
Balance - December 31, 2012
|
46,127
|
|
|
$
|
5
|
|
|
$
|
217,638
|
|
|
$
|
540,037
|
|
|
Accumulated Other Comprehensive Gain (Loss)
|
|
Treasury Stock
|
|
Non-controlling interest
|
|
Total Stockholders' Equity
|
|||||||||||
|
Shares
|
|
Amount
|
|
||||||||||||||
Balance - December 31, 2009
|
700
|
|
|
8,262
|
|
|
(127,984
|
)
|
|
—
|
|
|
267,787
|
|
||||
Exercise of stock options
|
|
|
|
|
|
|
|
|
5,082
|
|
||||||||
Tax benefit from stock based compensation
|
|
|
|
|
|
|
|
|
4,718
|
|
||||||||
Issuance of fully vested restricted stock
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
8,271
|
|
||||||||
Unrealized holding gain on marketable securities (net of taxes of $198)
|
272
|
|
|
|
|
|
|
|
|
272
|
|
|||||||
Net income
|
|
|
|
|
|
|
|
|
75,725
|
|
||||||||
Forfeiture of accrued dividends
|
|
|
|
|
|
|
|
|
2
|
|
||||||||
Common stock purchased for treasury
|
|
|
141
|
|
|
(4,559
|
)
|
|
|
|
(4,559
|
)
|
||||||
Balance - December 31, 2010
|
972
|
|
|
8,403
|
|
|
(132,543
|
)
|
|
—
|
|
|
357,298
|
|
||||
Exercise of stock options
|
|
|
|
|
|
|
|
|
4,995
|
|
||||||||
Tax benefit from exercise of options
|
|
|
|
|
|
|
|
|
4,154
|
|
||||||||
Issuance of restricted stock
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
11,404
|
|
||||||||
Foreign currency translation adjustment
|
(209
|
)
|
|
|
|
|
|
|
|
(209
|
)
|
|||||||
Unrealized holding gain on marketable securities (net of taxes of $54)
|
(85
|
)
|
|
|
|
|
|
|
|
(85
|
)
|
|||||||
Net income
|
|
|
|
|
|
|
(118
|
)
|
|
97,201
|
|
|||||||
Balance - December 31, 2011
|
678
|
|
|
8,403
|
|
|
(132,543
|
)
|
|
(118
|
)
|
|
474,758
|
|
||||
Exercise of stock options
|
|
|
|
|
|
|
|
|
9,271
|
|
||||||||
Tax benefit from exercise of options
|
|
|
|
|
|
|
|
|
4,608
|
|
||||||||
Issuance of restricted stock
|
|
|
|
|
|
|
|
|
—
|
|
||||||||
Stock-based compensation
|
|
|
|
|
|
|
|
|
17,434
|
|
||||||||
Foreign currency translation adjustment
|
(21
|
)
|
|
|
|
|
|
|
|
(21
|
)
|
|||||||
Unrealized holding gain on marketable securities (net of taxes of $447)
|
699
|
|
|
|
|
|
|
|
|
699
|
|
|||||||
Cash flow hedge (net of taxes of $75)
|
87
|
|
|
|
|
|
|
|
|
87
|
|
|||||||
Net income
|
|
|
|
|
|
|
(62
|
)
|
|
119,564
|
|
|||||||
Balance - December 31, 2012
|
$
|
1,443
|
|
|
8,403
|
|
|
$
|
(132,543
|
)
|
|
$
|
(180
|
)
|
|
$
|
626,400
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2012
|
|
2011
|
|
2010
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
$
|
119,564
|
|
|
$
|
97,201
|
|
|
$
|
75,725
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Stock-based compensation
|
|
17,434
|
|
|
11,404
|
|
|
8,271
|
|
|||
Tax benefit from stock-based compensation
|
|
(4,608
|
)
|
|
(4,154
|
)
|
|
(4,718
|
)
|
|||
Depreciation and amortization
|
|
12,642
|
|
|
11,060
|
|
|
9,999
|
|
|||
Loss on disposal of fixed assets
|
|
250
|
|
|
726
|
|
|
543
|
|
|||
Impairment charges
|
|
5,932
|
|
|
—
|
|
|
—
|
|
|||
Deferred taxes
|
|
1,528
|
|
|
1,452
|
|
|
(798
|
)
|
|||
Provision for doubtful accounts and chargebacks
|
|
4,218
|
|
|
2,961
|
|
|
1,576
|
|
|||
Accrued interest on note receivable – related party
|
|
509
|
|
|
(241
|
)
|
|
(281
|
)
|
|||
Deferred rent expense and other liabilities
|
|
1,538
|
|
|
(357
|
)
|
|
423
|
|
|||
Realized gain on sale of marketable securities
|
|
(2,110
|
)
|
|
(1,254
|
)
|
|
(29
|
)
|
|||
Changes in:
|
|
|
|
|
|
|
|
|
|
|||
Accounts receivable
|
|
19,669
|
|
|
(16,543
|
)
|
|
(8,266
|
)
|
|||
Due from factor
|
|
(35,670
|
)
|
|
(9,336
|
)
|
|
(4,985
|
)
|
|||
Inventories
|
|
(1,819
|
)
|
|
(9,210
|
)
|
|
(8,804
|
)
|
|||
Prepaid expenses, prepaid taxes, deposits and other
|
|
1,557
|
|
|
(2,068
|
)
|
|
(4,420
|
)
|
|||
Accounts payable and accrued expenses
|
|
11,956
|
|
|
(7,551
|
)
|
|
19,572
|
|
|||
Accrued incentive compensation
|
|
(9,163
|
)
|
|
964
|
|
|
3,603
|
|
|||
Other liabilities
|
|
(86
|
)
|
|
(86
|
)
|
|
(538
|
)
|
|||
Net cash provided by operating activities
|
|
143,341
|
|
|
74,968
|
|
|
86,873
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
|
(20,102
|
)
|
|
(15,477
|
)
|
|
(3,424
|
)
|
|||
Purchases of marketable securities
|
|
(63,822
|
)
|
|
(17,968
|
)
|
|
(72,663
|
)
|
|||
Purchase of notes receivable, net of collections
|
|
(1,562
|
)
|
|
—
|
|
|
(7,004
|
)
|
|||
Payment of contingent liability
|
|
(22,867
|
)
|
|
(4,151
|
)
|
|
(1,628
|
)
|
|||
Maturity/sale of marketable securities
|
|
46,447
|
|
|
67,885
|
|
|
30,092
|
|
|||
Refundable cash acquired from seller
|
|
—
|
|
|
12,004
|
|
|
—
|
|
|||
Acquisitions, net of cash required
|
|
(29,367
|
)
|
|
(89,730
|
)
|
|
(40,602
|
)
|
|||
Net cash used in investing activities
|
|
(91,273
|
)
|
|
(47,437
|
)
|
|
(95,229
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||
Proceeds from exercise of stock options
|
|
9,271
|
|
|
4,994
|
|
|
5,082
|
|
|||
Tax benefit from the exercise of options
|
|
4,608
|
|
|
4,154
|
|
|
4,718
|
|
|||
Common stock purchased for treasury
|
|
—
|
|
|
—
|
|
|
(4,559
|
)
|
|||
Net cash provided by financing activities
|
|
13,879
|
|
|
9,148
|
|
|
5,241
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
65,947
|
|
|
36,679
|
|
|
(3,115
|
)
|
|||
Cash and cash equivalents – beginning of period
|
|
102,830
|
|
|
66,151
|
|
|
69,266
|
|
|||
Cash and cash equivalents – end of period
|
|
$
|
168,777
|
|
|
$
|
102,830
|
|
|
$
|
66,151
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
49
|
|
|
$
|
51
|
|
|
$
|
4
|
|
Income taxes
|
|
$
|
52,711
|
|
|
$
|
59,633
|
|
|
$
|
42,651
|
|
Non-cash transactions
|
|
|
|
|
|
|
||||||
Dividend forfeitures related to restricted stock
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
(2
|
)
|
|
Maturities as of
December 31, 2012
|
|
Maturities as of
December 31, 2011
|
||||||||||||
|
1 Year or Less
|
|
1 to 10 Years
|
|
1 Year or Less
|
|
1 to 8 Years
|
||||||||
Corporate bonds
|
$
|
8,285
|
|
|
$
|
73,027
|
|
|
$
|
5,659
|
|
|
$
|
63,965
|
|
Certificates of deposit
|
8,000
|
|
|
8,175
|
|
|
—
|
|
|
8,039
|
|
||||
Total
|
$
|
16,285
|
|
|
$
|
81,202
|
|
|
$
|
5,659
|
|
|
$
|
72,004
|
|
Accounts receivable
|
$
|
2,496
|
|
Inventory
|
2,220
|
|
|
Prepaid expenses and other assets
|
147
|
|
|
Fixed assets
|
1,005
|
|
|
Re-acquired right
|
35,200
|
|
|
Customer relationships
|
4,400
|
|
|
Non-compete agreement
|
455
|
|
|
Accounts payable
|
(2,645
|
)
|
|
Accrued expenses
|
(802
|
)
|
|
Total fair value excluding goodwill
|
42,476
|
|
|
Goodwill
|
4,185
|
|
|
|
|
|
|
Net assets acquired
|
$
|
46,661
|
|
Accounts receivable
|
$
|
3,631
|
|
Inventory
|
3,998
|
|
|
Prepaid expenses and other current assets
|
196
|
|
|
Fixed assets
|
190
|
|
|
Trade name
|
27,065
|
|
|
Customer relationships
|
3,225
|
|
|
Non-compete agreement
|
305
|
|
|
Other assets
|
24
|
|
|
Accounts payable
|
(1,318
|
)
|
|
Accrued expenses
|
(2,242
|
)
|
|
Total fair value excluding goodwill
|
35,074
|
|
|
Goodwill
|
17,759
|
|
|
|
|
|
|
Net assets acquired
|
$
|
52,833
|
|
Accounts receivable
|
$
|
55,950
|
|
Inventory
|
8,460
|
|
|
Prepaid expenses and other current assets
|
990
|
|
|
Fixed assets
|
3,895
|
|
|
Trade name
|
16,600
|
|
|
Customer relationships
|
7,900
|
|
|
Non-compete agreement
|
300
|
|
|
Other assets
|
108
|
|
|
Accounts payable
|
(40,475
|
)
|
|
Accrued expenses
|
(7,784
|
)
|
|
Income tax payable
|
(3,082
|
)
|
|
Deferred tax liability
|
(8,491
|
)
|
|
Total fair value excluding goodwill
|
34,371
|
|
|
Goodwill
|
31,003
|
|
|
|
|
|
|
Net assets acquired
|
$
|
65,374
|
|
|
|
December 31,
2012 |
|
December 31,
2011 |
||||
Due from Bakers Footwear Group, Inc.
|
|
$
|
—
|
|
|
$
|
4,092
|
|
Due from Betsey Johnson LLC
|
|
—
|
|
|
3,309
|
|
||
Due from seller of SM Canada (see Note B)
|
|
3,085
|
|
|
—
|
|
||
Total
|
|
$
|
3,085
|
|
|
$
|
7,401
|
|
•
|
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.
|
•
|
Level 3: Significant unobservable inputs.
|
|
|
|
|
December 31, 2012
|
||||||||||||
|
|
|
|
Fair Value Measurements
Using Fair Value Hierarchy
|
||||||||||||
|
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents
|
|
$
|
5,707
|
|
|
$
|
5,707
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current marketable securities – available for sale
|
|
16,285
|
|
|
16,285
|
|
|
—
|
|
|
—
|
|
||||
Forward contracts
|
|
161
|
|
|
—
|
|
|
161
|
|
|
—
|
|
||||
Note receivable – related party
|
|
3,581
|
|
|
—
|
|
|
—
|
|
|
3,581
|
|
||||
Note receivable – Seller of SM Canada
|
|
3,085
|
|
|
—
|
|
|
—
|
|
|
3,085
|
|
||||
Long-term marketable securities – available for sale
|
|
81,202
|
|
|
81,202
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
|
$
|
110,021
|
|
|
$
|
103,194
|
|
|
$
|
161
|
|
|
$
|
6,666
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration
|
|
$
|
41,960
|
|
|
—
|
|
|
—
|
|
|
$
|
41,960
|
|
||
Total liabilities
|
|
$
|
41,960
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
41,960
|
|
|
|
|
|
December 31, 2011
|
||||||||||||
|
|
|
|
Fair Value Measurements
Using Fair Value Hierarchy
|
||||||||||||
|
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents
|
|
$
|
57,652
|
|
|
$
|
57,652
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current marketable securities – available for sale
|
|
5,659
|
|
|
5,659
|
|
|
—
|
|
|
—
|
|
||||
Investment in Bakers
|
|
996
|
|
|
—
|
|
|
996
|
|
|
—
|
|
||||
Note receivable – related party
|
|
4,090
|
|
|
—
|
|
|
—
|
|
|
4,090
|
|
||||
Note receivable – Bakers
|
|
4,092
|
|
|
—
|
|
|
—
|
|
|
4,092
|
|
||||
Note receivable – Betsey Johnson
|
|
3,309
|
|
|
—
|
|
|
—
|
|
|
3,309
|
|
||||
Long-term marketable securities – available for sale
|
|
72,004
|
|
|
72,004
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
|
$
|
147,802
|
|
|
$
|
135,315
|
|
|
$
|
996
|
|
|
$
|
11,491
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration
|
|
$
|
37,921
|
|
|
—
|
|
|
—
|
|
|
$
|
37,921
|
|
||
Total liabilities
|
|
$
|
37,921
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
37,921
|
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Land and building
|
$
|
767
|
|
|
$
|
767
|
|
Leasehold improvements
|
55,005
|
|
|
40,147
|
|
||
Machinery and equipment
|
5,808
|
|
|
5,833
|
|
||
Furniture and fixtures
|
6,432
|
|
|
5,893
|
|
||
Computer equipment
|
30,676
|
|
|
26,191
|
|
||
|
98,688
|
|
|
78,831
|
|
||
Less accumulated depreciation and amortization
|
(53,403
|
)
|
|
(47,244
|
)
|
||
Property and equipment - net
|
$
|
45,285
|
|
|
$
|
31,587
|
|
|
|
Wholesale
|
|
|
|
|
Net Carrying
|
|||||||||
|
|
Footwear
|
|
Accessories
|
|
Retail
|
|
Amount
|
||||||||
Balance at January 1, 2011
|
|
$
|
1,547
|
|
|
$
|
31,565
|
|
|
5,501
|
|
|
$
|
38,613
|
|
|
Acquisition of Cejon
|
|
—
|
|
|
17,590
|
|
|
—
|
|
|
17,590
|
|
||||
Acquisition of Topline
|
|
19,392
|
|
|
—
|
|
|
—
|
|
|
19,392
|
|
||||
Balance at December 31, 2011
|
|
20,939
|
|
|
49,155
|
|
|
5,501
|
|
|
75,595
|
|
||||
Purchase accounting adjustment
|
|
11,610
|
|
|
169
|
|
|
—
|
|
|
11,779
|
|
||||
Acquisition of SM Canada
|
|
3,841
|
|
|
—
|
|
|
344
|
|
|
4,185
|
|
||||
Balance at December 31, 2012
|
|
$
|
36,390
|
|
|
$
|
49,324
|
|
|
$
|
5,845
|
|
|
$
|
91,559
|
|
|
|
2012
|
||||||||||||
|
|
Estimated Lives
|
|
Cost Basis
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Trade names
|
|
6–10 years
|
|
$
|
4,590
|
|
|
$
|
1,618
|
|
|
$
|
2,972
|
|
Customer relationships
|
|
10 years
|
|
27,339
|
|
|
7,541
|
|
|
19,798
|
|
|||
License agreements
|
|
3–6 years
|
|
5,600
|
|
|
5,600
|
|
|
—
|
|
|||
Non-compete agreement
|
|
5 years
|
|
2,440
|
|
|
1,530
|
|
|
910
|
|
|||
Other
|
|
3 years
|
|
14
|
|
|
14
|
|
|
—
|
|
|||
|
|
|
|
39,983
|
|
|
16,303
|
|
|
23,680
|
|
|||
Re-acquired right
|
|
indefinite
|
|
35,200
|
|
|
—
|
|
|
35,200
|
|
|||
Trade names
|
|
indefinite
|
|
76,888
|
|
|
—
|
|
|
76,888
|
|
|||
|
|
|
|
$
|
152,071
|
|
|
$
|
16,303
|
|
|
$
|
135,768
|
|
|
|
2011
|
||||||||||||
|
|
Estimated Lives
|
|
Cost Basis
|
|
Accumulated Amortization
|
|
Net Carrying Amount
|
||||||
Trade names
|
|
6–10 years
|
|
$
|
8,590
|
|
|
$
|
1,180
|
|
|
$
|
7,410
|
|
Customer relationships
|
|
10 years
|
|
22,834
|
|
|
4,999
|
|
|
17,835
|
|
|||
License agreements
|
|
3–6 years
|
|
5,600
|
|
|
5,600
|
|
|
—
|
|
|||
Non-compete agreement
|
|
5 years
|
|
1,985
|
|
|
1,205
|
|
|
780
|
|
|||
Other
|
|
3 years
|
|
14
|
|
|
14
|
|
|
—
|
|
|||
|
|
|
|
39,023
|
|
|
12,998
|
|
|
26,025
|
|
|||
Trade names
|
|
indefinite
|
|
72,842
|
|
|
—
|
|
|
72,842
|
|
|||
|
|
|
|
$
|
111,865
|
|
|
$
|
12,998
|
|
|
$
|
98,867
|
|
2013
|
$
|
3,351
|
|
2014
|
3,286
|
|
|
2015
|
3,101
|
|
|
2016
|
2,795
|
|
|
2017
|
2,554
|
|
|
Thereafter
|
8,593
|
|
|
Total
|
$
|
23,680
|
|
Common stock authorized
|
15,644,000
|
|
Stock-based awards, including restricted stock and stock options granted, net of expired or cancelled
|
(11,132,000
|
)
|
|
|
|
Common stock available for grant of stock-based awards as of December 31, 2012
|
4,512,000
|
|
|
|
2012
|
|
2011
|
|
2010
|
Volatility
|
|
40% to 47%
|
|
43% to 49%
|
|
47% to 52%
|
Risk-free interest rate
|
|
0.47% to 0.87%
|
|
0.61% to 1.78%
|
|
0.84% to 2.16%
|
Expected life in years
|
|
3 to 5
|
|
2 to 4
|
|
3 to 4
|
Dividend yield
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
Weighted average fair value
|
|
$14.15
|
|
$10.97
|
|
$8.53
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1, 2010
|
|
2,423,000
|
|
|
$
|
9.12
|
|
|
|
|
|
||
Granted
|
|
971,000
|
|
|
$
|
22.49
|
|
|
|
|
|
||
Exercised
|
|
(647,000
|
)
|
|
$
|
8.00
|
|
|
|
|
|
||
Cancelled/Forfeited
|
|
(44,000
|
)
|
|
$
|
16.03
|
|
|
|
|
|
||
Outstanding at December 31, 2010
|
|
2,703,000
|
|
|
$
|
14.08
|
|
|
|
|
|
||
Granted
|
|
618,000
|
|
|
$
|
29.93
|
|
|
|
|
|
||
Exercised
|
|
(439,000
|
)
|
|
$
|
11.39
|
|
|
|
|
|
||
Cancelled/Forfeited
|
|
(179,000
|
)
|
|
$
|
19.42
|
|
|
|
|
|
||
Outstanding at December 31, 2011
|
|
2,703,000
|
|
|
$
|
17.79
|
|
|
|
|
|
|
|
Granted
|
|
236,000
|
|
|
40.63
|
|
|
|
|
|
|
||
Exercised
|
|
(583,000
|
)
|
|
15.91
|
|
|
|
|
|
|
||
Cancelled/Forfeited
|
|
(87,000
|
)
|
|
20.10
|
|
|
|
|
|
|
||
Outstanding at December 31, 2012
|
|
2,269,000
|
|
|
$
|
20.57
|
|
|
4.0 years
|
|
$
|
49,356
|
|
Exercisable at December 31, 2012
|
|
1,111,000
|
|
|
$
|
17.98
|
|
|
3.7 years
|
|
$
|
26,972
|
|
|
Options Outstanding
|
|
Options Exercisable
|
||||||||
Range of Exercise Price
|
Number Outstanding
|
|
Weighted Average Remaining Contractual Life (in Years)
|
|
Weighted Average Exercise Price
|
|
Number Exercisable
|
|
Weighted Average Exercise Price
|
||
$5.47 to $8.59
|
851,000
|
|
|
2.9
|
|
$8.31
|
|
565,000
|
|
|
$8.27
|
$13.07 to $18.33
|
171,000
|
|
|
3.9
|
|
14.97
|
|
58,000
|
|
|
14.37
|
$21.69 to $25.45
|
602,000
|
|
|
4.2
|
|
23.87
|
|
228,000
|
|
|
23.46
|
$25.75 to $31.75
|
237,000
|
|
|
5.2
|
|
29.03
|
|
49,000
|
|
|
28.69
|
$34.50 to $44.51
|
408,000
|
|
|
5.7
|
|
38.70
|
|
211,000
|
|
|
36.60
|
|
2,269,000
|
|
|
4.0
|
|
$20.57
|
|
1,111,000
|
|
|
$17.98
|
|
|
Number of Shares
|
|
Weighted Average Fair Value at Grant Date
|
|||
Outstanding at January 1, 2010
|
|
671,000
|
|
|
$
|
13.98
|
|
Granted
|
|
254,000
|
|
|
$
|
23.39
|
|
Vested
|
|
(348,000
|
)
|
|
$
|
13.01
|
|
Forfeited
|
|
(15,000
|
)
|
|
$
|
18.99
|
|
Outstanding at December 31, 2010
|
|
562,000
|
|
|
$
|
17.20
|
|
Granted
|
|
383,000
|
|
|
$
|
31.65
|
|
Vested
|
|
(239,000
|
)
|
|
$
|
15.56
|
|
Forfeited
|
|
(35,000
|
)
|
|
$
|
28.44
|
|
Outstanding at December 31, 2011
|
|
671,000
|
|
|
$
|
25.44
|
|
Granted
|
|
2,447,000
|
|
|
$
|
36.34
|
|
Vested
|
|
(227,000
|
)
|
|
$
|
24.50
|
|
Forfeited
|
|
(2,000
|
)
|
|
$
|
38.10
|
|
Outstanding at December 31, 2012
|
|
2,889,000
|
|
|
$
|
34.74
|
|
2013
|
$
|
27,423
|
|
2014
|
26,760
|
|
|
2015
|
25,424
|
|
|
2016
|
24,172
|
|
|
2017
|
21,435
|
|
|
Thereafter
|
63,561
|
|
|
Total
|
$
|
188,775
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Domestic
|
$
|
123,691
|
|
|
$
|
117,497
|
|
|
$
|
88,308
|
|
Foreign
|
60,496
|
|
|
41,295
|
|
|
37,549
|
|
|||
|
$
|
184,187
|
|
|
$
|
158,792
|
|
|
$
|
125,857
|
|
|
2012
|
|
2011
|
|
2010
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
41,280
|
|
|
$
|
43,953
|
|
|
$
|
36,482
|
|
State and local
|
10,319
|
|
|
8,560
|
|
|
8,253
|
|
|||
Foreign
|
11,035
|
|
|
6,814
|
|
|
6,195
|
|
|||
|
62,634
|
|
|
59,327
|
|
|
50,930
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
2,272
|
|
|
1,588
|
|
|
(651
|
)
|
|||
State and local
|
(396
|
)
|
|
676
|
|
|
(147
|
)
|
|||
Foreign
|
113
|
|
|
—
|
|
|
—
|
|
|||
|
1,989
|
|
|
2,264
|
|
|
(798
|
)
|
|||
|
$
|
64,623
|
|
|
$
|
61,591
|
|
|
$
|
50,132
|
|
|
December 31,
|
|||||||
|
2012
|
|
2011
|
|
2010
|
|||
Income taxes at federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Effects of foreign operations
|
(3.3
|
)
|
|
—
|
|
|
—
|
|
State and local income taxes - net of federal income tax benefit
|
3.4
|
|
|
3.9
|
|
|
3.9
|
|
Nondeductible items
|
0.1
|
|
|
0.3
|
|
|
0.2
|
|
Valuation allowance (reversal)
|
(0.3
|
)
|
|
(0.4
|
)
|
|
0.5
|
|
Other
|
0.2
|
|
|
—
|
|
|
0.2
|
|
Effective rate
|
35.1
|
%
|
|
38.8
|
%
|
|
39.8
|
%
|
|
December 31,
|
||||||
|
2012
|
|
2011
|
||||
Current deferred tax assets (liabilities):
|
|
|
|
||||
Receivable allowances
|
$
|
9,005
|
|
|
$
|
7,246
|
|
Inventory
|
1,588
|
|
|
1,975
|
|
||
Unrealized (gain) loss
|
58
|
|
|
(6
|
)
|
||
Accrued expenses
|
496
|
|
|
496
|
|
||
Other
|
(74
|
)
|
|
595
|
|
||
Gross current deferred tax asset
|
11,073
|
|
|
10,306
|
|
||
Valuation allowance
|
—
|
|
|
(595
|
)
|
||
|
11,073
|
|
|
9,711
|
|
||
Non-current deferred tax assets (liabilities):
|
|
|
|
||||
Depreciation and amortization
|
(1,982
|
)
|
|
(1,889
|
)
|
||
Deferred compensation
|
8,200
|
|
|
4,902
|
|
||
Unremitted earnings of foreign subsidiaries
|
(10,224
|
)
|
|
—
|
|
||
Deferred rent
|
2,991
|
|
|
2,388
|
|
||
Amortization of goodwill
|
(3,097
|
)
|
|
(2,504
|
)
|
||
Unrealized (gain) loss
|
(1,073
|
)
|
|
(561
|
)
|
||
Other
|
68
|
|
|
92
|
|
||
|
(5,117
|
)
|
|
2,428
|
|
||
Deferred tax assets
|
$
|
5,956
|
|
|
$
|
12,139
|
|
(a)
|
On February 2, 2012, two individuals purporting to be stockholders of the Company commenced separate civil actions in the Supreme Court of New York, Queens County,
Mark Ioffe, Derivatively on Behalf of Nominal Defendant Steven Madden, Ltd. v. Steven Madden, et. al
, No. 700188-2012 (the “Ioffe Action”) and
Catherine L. Phillips, Derivatively on Behalf of Nominal Defendant Steven Madden, Ltd. v. Steven Madden, et. al
, No. 700189-2012 (together with the Ioffe Action, the “Actions”). The Actions asserted derivative claims challenging the decision of the Company's Board of Directors in January 2012 to amend Steven Madden's employment agreement dated July 15, 2005, and amended as of December 14, 2009 and to amend the promissory note setting forth Mr. Madden's
|
(b)
|
On July 19, 2011, an individual purporting to act on behalf of a class of similarly situated individuals commenced a civil action in the United States District Court for the Central District of California,
Samantha Ellison, individually and on behalf of a class of similarly situated individuals v. Steven Madden, Ltd.,
No. CV11-05935 (the “Ellison Action”) asserting that the Company made unsolicited commercial text calls to wireless telephone numbers of the class members in violation of the Telephone Consumers Protection Act (the "TCPA") and seeking, on behalf of the class, an injunction requiring the Company to cease all wireless text messages without prior written consent as required by the TCPA, as well as the recovery of statutory damages to the class members together with costs and reasonable attorneys' fees. The Company responded by challenging the suit on several grounds. Settlement discussions resulted in a settlement being reached on July 30, 2012, subject to final court approval, for an aggregate gross settlement fund amount of
$10,000
, including all settlement costs and administration fees, as well as fees recoverable by class counsel. As the settlement calls for the reversion of all monies not paid to class claimants, it is possible that the actual settlement amount paid will be substantially less than
$10,000
. In addition, the Company's insurance coverage will cover a portion of the settlement at the rate of
45%
of the initial settlement payment of
$5,000
and
30%
of amounts over and above the initial settlement payment. On September 25, 2012 the court certified the class for settlement purposes only and approved the settlement on a preliminary basis. The court further ordered all litigants to make further submissions to the court concerning, among other things, the merits and value of the case and to deliver notice of the proposed settlement to all class members prior to a fairness hearing and final approval of the settlement. Based on the settlement as contemplated and applying the insurance coverage as applicable, the maximum
|
(c)
|
On August 10, 2005, following the conclusion of an audit of the Company conducted by auditors for U.S. Customs and Border Protection (“U.S. Customs”) during 2004 and 2005, U.S. Customs issued a report that asserts that certain commissions that the Company treated as “buying agents’ commissions” (which are non-dutiable) should be treated as “selling agents’ commissions” and hence are dutiable. Subsequently, U.S. Immigration and Customs Enforcement notified the Company’s legal counsel that a formal investigation of the Company’s importing practices had been commenced as a result of the audit. In September 2007, U.S. Customs notified the Company that it had finalized its assessment of the underpaid duties at
$1,400
. The Company, with the advice of legal counsel, evaluated the liability in the case, including additional duties, interest and penalties, and believed that it was not likely to exceed
$3,045
, and accordingly, a liability for this amount was recorded as of December 31, 2009. The Company contested the conclusions of the U.S. Customs audit and filed a request for review and issuance of rulings thereon by U.S. Customs Headquarters, of Regulations and Rulings, under internal advice procedures. On September 20, 2010, U.S. Customs issued a ruling in the matter, concluding that the commissions paid by the Company pursuant to buying agreements entered into by the Company and one of its two buying agents under review were
bona fide
buying-agent commissions and, therefore, were non-dutiable. With respect to the second buying agent, U.S. Customs also ruled that beginning in February 2002, commissions paid by the Company were
bona fide
buying agent commissions and, therefore, were non-dutiable. However, U.S. Customs found that the Company’s pre-2002 buying agreements with the second agent were legally insufficient to substantiate a buyer-buyer’s agent relationship between the Company and the agent and that commissions paid to the second agent under such buying agreements, in fact, were dutiable. On the basis of the U.S. Customs ruling, the Company reevaluated the liability in the case and believes that it is not likely to exceed
$1,248
and the liability was reduced from
$3,045
to such amount as of September 30, 2010.
|
(d)
|
The Company has been named as a defendant in certain other lawsuits in the normal course of business. In the opinion of management, after consulting with legal counsel, the liabilities, if any, resulting from these matters should not have a material effect on the Company’s financial position or results of operations. It is the policy of management to disclose the amount or range of reasonably possible losses in excess of recorded amounts.
|
|
December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Balance at beginning of year
|
$
|
18,219
|
|
|
$
|
15,258
|
|
|
$
|
13,682
|
|
Charged to reserve
|
—
|
|
|
—
|
|
|
—
|
|
|||
Increase in reserve
|
4,218
|
|
|
2,961
|
|
|
1,576
|
|
|||
Balance at end of year
|
$
|
22,437
|
|
|
$
|
18,219
|
|
|
$
|
15,258
|
|
|
Year Ended December 31,
|
||||||||||
|
2012
|
|
2011
|
|
2010
|
||||||
Cost basis
|
|
|
|
|
|
||||||
Balance at beginning of year
|
$
|
76,193
|
|
|
$
|
39,211
|
|
|
$
|
24,911
|
|
Acquisitions and purchase price adjustments
|
15,964
|
|
|
36,982
|
|
|
14,300
|
|
|||
Write-off of impaired assets
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
92,157
|
|
|
76,193
|
|
|
39,211
|
|
|||
Accumulated amortization
|
|
|
|
|
|
||||||
Balance at beginning of year
|
598
|
|
|
598
|
|
|
598
|
|
|||
Write-off of impaired assets
|
—
|
|
|
—
|
|
|
—
|
|
|||
Balance at end of year
|
598
|
|
|
598
|
|
|
598
|
|
|||
Goodwill
|
$
|
91,559
|
|
|
$
|
75,595
|
|
|
$
|
38,613
|
|
Year ended
|
|
Wholesale Footwear
|
|
Wholesale Accessories
|
|
Total Wholesale
|
|
Retail
|
|
First Cost
|
|
Licensing
|
|
Corporate
|
|
Consolidated
|
||||||||||||||||
December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net sales to external customers
|
|
$
|
794,486
|
|
|
$
|
241,339
|
|
|
$
|
1,035,825
|
|
|
$
|
191,247
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,227,072
|
|
Gross profit
|
|
249,547
|
|
|
87,055
|
|
|
336,602
|
|
|
119,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
455,702
|
|
||||||||
Commissions and licensing fees – net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,778
|
|
|
7,617
|
|
|
—
|
|
|
15,395
|
|
||||||||
Income from operations
|
|
104,326
|
|
|
41,376
|
|
|
145,702
|
|
|
26,311
|
|
|
7,778
|
|
|
7,617
|
|
|
(8,432
|
)
|
|
178,976
|
|
||||||||
Depreciation and amortization
|
|
|
|
|
|
7,717
|
|
|
4,818
|
|
|
107
|
|
|
—
|
|
|
—
|
|
|
12,642
|
|
||||||||||
Segment assets
|
|
$
|
511,011
|
|
|
$
|
138,602
|
|
|
649,613
|
|
|
101,674
|
|
|
52,752
|
|
|
—
|
|
|
—
|
|
|
804,039
|
|
||||||
Capital expenditures
|
|
|
|
|
|
$
|
7,506
|
|
|
$
|
12,596
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20,102
|
|
||||
December 31, 2011:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net sales to external customers
|
|
$
|
636,809
|
|
|
$
|
176,824
|
|
|
$
|
813,633
|
|
|
$
|
154,916
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
968,549
|
|
Gross profit
|
|
205,379
|
|
|
61,474
|
|
|
266,853
|
|
|
95,095
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
361,948
|
|
||||||||
Commissions and licensing fees – net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,795
|
|
|
8,920
|
|
|
$
|
—
|
|
|
18,715
|
|
|||||||
Income from operations
|
|
86,676
|
|
|
28,009
|
|
|
114,685
|
|
|
20,370
|
|
|
9,795
|
|
|
8,920
|
|
|
—
|
|
|
153,770
|
|
||||||||
Depreciation and amortization
|
|
|
|
|
|
6,604
|
|
|
4,378
|
|
|
78
|
|
|
—
|
|
|
—
|
|
|
11,060
|
|
||||||||||
Segment assets
|
|
$
|
383,170
|
|
|
$
|
132,648
|
|
|
515,818
|
|
|
76,630
|
|
|
47,338
|
|
|
—
|
|
|
—
|
|
|
639,786
|
|
||||||
Capital expenditures
|
|
|
|
|
|
$
|
10,314
|
|
|
$
|
5,163
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,477
|
|
||||
December 31, 2010:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales to external customers
|
|
$
|
402,567
|
|
|
$
|
98,548
|
|
|
$
|
501,115
|
|
|
$
|
134,303
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
635,418
|
|
Gross profit
|
|
156,603
|
|
|
37,926
|
|
|
194,529
|
|
|
81,325
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
275,854
|
|
||||||||
Commissions and licensing fees – net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
17,258
|
|
|
5,371
|
|
|
—
|
|
|
22,629
|
|
||||||||
Income from operations
|
|
75,543
|
|
|
14,323
|
|
|
89,866
|
|
|
9,129
|
|
|
17,258
|
|
|
5,371
|
|
|
—
|
|
|
121,624
|
|
||||||||
Depreciation and amortization
|
|
|
|
|
|
5,164
|
|
|
4,631
|
|
|
204
|
|
|
—
|
|
|
—
|
|
|
9,999
|
|
||||||||||
Segment assets
|
|
$
|
268,544
|
|
|
$
|
71,856
|
|
|
340,400
|
|
|
65,835
|
|
|
41,461
|
|
|
—
|
|
|
—
|
|
|
447,696
|
|
||||||
Capital expenditures
|
|
|
|
|
|
$
|
1,020
|
|
|
$
|
2,404
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,424
|
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2012:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
265,970
|
|
|
$
|
288,692
|
|
|
$
|
356,883
|
|
|
$
|
315,527
|
|
Cost of sales
|
169,877
|
|
|
184,438
|
|
|
225,668
|
|
|
191,387
|
|
||||
Gross profit
|
96,093
|
|
|
104,254
|
|
|
131,215
|
|
|
124,140
|
|
||||
Commissions, royalty and licensing fee income - net
|
4,473
|
|
|
4,252
|
|
|
3,875
|
|
|
2,795
|
|
||||
Net income attributable to Steven Madden, Ltd.
|
$
|
21,868
|
|
|
$
|
26,899
|
|
|
$
|
37,896
|
|
|
$
|
32,963
|
|
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
0.51
|
|
|
0.63
|
|
|
0.88
|
|
|
0.76
|
|
||||
Diluted
|
0.50
|
|
|
0.61
|
|
|
0.86
|
|
|
0.74
|
|
||||
2011:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
165,755
|
|
|
$
|
209,152
|
|
|
$
|
313,887
|
|
|
$
|
279,755
|
|
Cost of sales
|
96,623
|
|
|
125,057
|
|
|
204,434
|
|
|
180,487
|
|
||||
Gross profit
|
69,132
|
|
|
84,095
|
|
|
109,453
|
|
|
99,268
|
|
||||
Commissions, royalty and licensing fee income - net
|
4,567
|
|
|
4,432
|
|
|
5,649
|
|
|
4,067
|
|
||||
Net income attributable to Steven Madden, Ltd.
|
$
|
17,852
|
|
|
$
|
23,784
|
|
|
$
|
31,911
|
|
|
$
|
23,772
|
|
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
0.43
|
|
|
0.56
|
|
|
0.75
|
|
|
0.56
|
|
||||
Diluted
|
0.42
|
|
|
0.55
|
|
|
0.74
|
|
|
0.55
|
|
2.01
|
Stock Purchase Agreement dated February 10, 2010 between the Company and Jeremy Bassan (incorporated by reference to Exhibit 2.1 to the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2010 filed with the SEC on November 9, 2010)
|
2.02
|
Restructuring Agreement dated October 5, 2010 among the Company, BJ Acquisition LLC, BJ Agent LLC, Betsey Johnson LLC, Betsey Johnson (UK) Limited, Betsey Johnson Canada Ltd., BJ Vines, Inc., Betsey Johnson, Chantal Bacon, Castanea Family Investments, LLC, Castanea Family Holdings, LLC and Castanea Partners Fund III, L.P. (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on October 8, 2010)
|
2.03
|
Stock Purchase Agreement dated May 20, 2011 among the Company, The Topline Corporation and William F. Snowden (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on May 25, 2011)
|
2.04
|
Stock Purchase Agreement dated May 25, 2011 among the Company, David Seerherman, Cejon, Inc., and Kenneth Rogala (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on May 26, 2011)
|
2.05
|
Asset Purchase Agreement, dated as of January 20, 2012, among Steve Madden Canada Inc., Steve Madden Retail Canada Inc., Pasa Agency Inc., Gelati Imports Inc., the Company, SML Canada Acquisition Corp., 6798039 Canada Inc., 6798012 Canada Inc., 3574563 Canada Inc. and Thomas Alberga (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on January 26, 2012)
|
3.01
|
Certificate of Incorporation of Steven Madden, Ltd. (incorporated by reference to Exhibit 1 to the Company's Current Report on Form 8-K filed with the SEC on November 23, 1998)
|
3.02
|
Amended & Restated By-Laws of Steven Madden, Ltd. (incorporated by reference to Exhibit 99.1 to the Company's Current Report on Form 8-K filed with the SEC on March 28, 2008)
|
4.01
|
Specimen Certificate for shares of Common Stock (incorporated by reference to Exhibit 4.1 to the Company's Registration Statement on Form SB-2/A filed with the SEC on September 29, 1993)
|
10.01
|
Third Amended and Restated Secured Promissory Note dated as of June 25, 2007 of Steven H. Madden to the Company (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on January 9, 2012)
|
10.02
|
Consulting Agreement dated February 23, 2012 between the Company and J.L.M. Consultants Inc.
†
|
10.03
|
Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2010 filed with the SEC on November 9, 2010)
|
10.04
|
Amendment to Collection Agency Agreement dated February 16, 2010 between Rosenthal & Rosenthal, Inc. and the Company (incorporated by reference to Exhibit 10.10 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2010 filed with the SEC on March 12, 2010)
|
10.05
|
Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Daniel Friedman & Associates, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
|
10.06
|
Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Diva Acquisition Corp. (incorporated by reference to Exhibit 10.3 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
|
10.07
|
Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Steven Madden Retail, Inc. (incorporated by reference to Exhibit 10.4 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
|
10.08
|
Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Stevies, Inc. (incorporated by reference to Exhibit 10.5 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
|
10.09
|
Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and SML Acquisition Corp. (incorporated by reference to Exhibit 10.6 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
|
10.10
|
Letter Agreement dated July 10, 2009 among Rosenthal & Rosenthal, Inc., the Company, Daniel Friedman & Associates, Inc., Diva Acquisition Corp., Steven Madden Retail, Inc., Stevies, Inc., and SML Acquisition Corp. (incorporated by reference to Exhibit 10.7 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
|
10.11
|
Guarantee dated July 10, 2009 of the Company, Daniel Friedman & Associates, Inc., Diva Acquisition Corp., Steven Madden Retail, Inc., Stevies, Inc., and SML Acquisition Corp. in favor of Rosenthal & Rosenthal, Inc. (incorporated by reference to Exhibit 10.8 to the Company's Current Report on Form 8-K filed with the SEC on July 16, 2009)
|
10.12
|
Earn-Out Agreement dated February 10, 2010 among the Company, Jeremy Bassan and Big Buddha, Inc. (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on February 11, 2010)
|
10.13
|
Purchase and Sale Agreement for Distressed Trades dated August 26, 2010 between BJ Acquisition LLC and Paradox Lending LLC (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2010 filed with the SEC on November 9, 2010)
|
10.14
|
Earn-Out Agreement dated May 25, 2011 among Steven Madden, Ltd., David Seerherman, Cejon, Inc., Cejon Accessories, Inc., New East Designs, LLC and Kenneth Rogala (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on May 26, 2011).
|
10.15
|
Third Amended Employment Agreement dated July 15, 2005 between the Company and Steven Madden (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on July 20, 2005)
|
10.16
|
Amendment dated December 14, 2009 to Third Amended Employment Agreement between the Company and Steven Madden (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 17, 2009)
|
10.17
|
Amended and Restated Second Amendment dated as of December 31, 2011 to Third Amended Employment Agreement between the Company and Steven Madden (incorporated by reference to Exhibit 10.17 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2011 filed with the SEC on February 29, 2012)
|
10.18
|
Employment Agreement dated January 1, 1998 between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.07 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2000 filed with the SEC on March 30, 2001)
#
|
10.19
|
Amendment No. 1 dated June 29, 2001 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 99.4 to the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended June 30, 2001 filed August 14, 2001)
#
|
10.2
|
Amendment No. 2 dated October 30, 2002 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.16 to the Company's Quarterly Report on Form 10-Q for its fiscal quarter ended September 30, 2002 filed with the SEC on November 14, 2002)
#
|
10.21
|
Amendment No. 3 dated February 1, 2006 to Employment Agreement between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 3, 2006)
#
|
10.22
|
Amendment No. 4 dated October 7, 2009 to Employment Agreement of Arvind Dharia between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on October 13, 2009)
#
|
10.23
|
Amendment No. 5 dated February 8, 2012 to Employment Agreement of Arvind Dharia between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 14, 2012)
#
|
10.24
|
Employment Agreement dated December 1, 2010 between the Company and Awadhesh Sinha (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on December 3, 2010)
#
|
10.25
|
Amendment dated February 25, 2011 to Employment Agreement dated December 1, 2010 between the Company and Awadhesh Sinha (incorporated by reference to Exhibit 10.25 to the Company's Annual Report on Form 10-K for its fiscal year ended December 31, 2010, filed with the SEC on February 28, 2011)
#
|
10.26
|
Employment Agreement dated January 2, 2013 between the Company and Robert Schmertz (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 8, 2013)
#
|
10.27
|
Employment Agreement dated January 31, 2011 between the Company and Amelia Newton Varela (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on February 2, 2011)
#
|
10.28
|
Employment Agreement dated December 31, 2012 between the Company and Edward R. Rosenfeld (incorporated by reference to Exhibit 10.1 to the Company's Current Report on Form 8-K filed with the SEC on January 3, 2013)
#
|
10.29
|
The 1999 Stock Plan, approved and adopted on March 15, 1999, amended as of March 20, 2000 and March 30, 2001 (incorporated by reference to Exhibit 10.A to the Company's Registration Statement on Form S-8 filed with the SEC on July 26, 2004)
#
|
10.3
|
2006 Stock Incentive Plan (Amended and Restated Effective May 22, 2009), amended by the Board on April 5, 2012 and approved and adopted by the Company's stockholders on May 25, 2012
†#
|
21.01
|
Subsidiaries of the Registrant
†
|
23.01
|
Consent of EisnerAmper LLP
†
|
24.01
|
Power of Attorney (included on signature page hereto)
|
31.01
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
†
|
31.02
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
†
|
32.01
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
†*
|
32.02
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
†*
|
101
|
The following materials from Steven Madden, Ltd.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2012, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Changes in Stockholders' Equity, (iv) the Consolidated Statements of Cash Flows, and (v) Notes to Consolidated Financial Statements, tagged as blocks of text.*
|
†
|
Filed herewith.
|
#
|
Indicates management contract or compensatory plan or arrangement required to be identified pursuant to Item 15(b) of this Annual Report on Form 10-K.
|
*
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filing, except to the extent the Company specifically incorporates it by reference.
|
1.
|
JLM shall enter into this consulting agreement (the “Agreement”) with Madden. JLM shall supply such services to Madden for its International division, in connection with sales and distribution of Madden product.
|
2.
|
The term of the Agreement shall be approximately three years, and shall expire on December 31, 2014.
|
3.
|
JLM shall receive the following consulting fees:
|
a.
|
For the year 2012, 1.5% of net sales, excluding retail royalty income.
|
b.
|
For the years 2013 and 2014, 1% of net sales, excluding retail royalty income.
|
c.
|
For the entire term, 10% of all retail royalty income.
|
d.
|
To the extent that any commission income to the International division is not recognized in net sales, Consultant shall receive the applicable above percentages of that income.
|
4.
|
JLM shall receive a draw against fees in the amount of $25,000 per month. Fees shall be payable quarterly.
|
5.
|
In addition:
|
a.
|
On or about January 2, 2013, JLM shall receive a restricted stock grant of shares (SHOO) (the “Shares”) in the amount of $2 Million, such shares vesting in twelve equal tranches on the quarterly anniversary of the grant, starting April 1, 2013. The amount of shares of the total grant shall be determined by dividing $2 Million by the price of the Shares as of the market close on January 2, 2013.
|
b.
|
Consultant shall receive an automobile allowance of $1,000 per month.
|
c.
|
Consultant, during the term, shall be entitled to participate in the Corporation’s health insurance, group insurance, hospitalization, and group health and benefit plans. In the event that Consultant shall not be able to participate in Corporation’s health and other insurance packages as above, the Company shall reimburse Consultant for such expenses.
|
6.
|
JLM shall pay all taxes due on the receipt of any fees, and on the vesting of any Shares.
|
7.
|
JLM shall not be construed as an employee of Madden, but shall act as an Independent Subcontractor. JLM shall not be entitled to any benefits accorded an employee, Section 5(c) above notwithstanding. JLM shall not have the authority to bind Madden to any contract or other agreement.
|
8.
|
This Agreement shall be subject to the laws of the State of New York. Should any one provision be found to be not valid, it shall not affect the validity of any other provision.
|
|
|
ARTICLE I PURPOSE
|
1
|
ARTICLE II DEFINITIONS
|
1
|
ARTICLE III ADMINISTRATION
|
6
|
ARTICLE IV SHARE LIMITATION
|
9
|
ARTICLE V ELIGIBILITY – GENERAL REQUIREMENTS FOR AWARDS
|
12
|
ARTICLE VI STOCK OPTIONS
|
12
|
ARTICLE VII STOCK APPRECIATION RIGHTS
|
15
|
ARTICLE VIII RESTRICTED STOCK
|
17
|
ARTICLE IX PERFORMANCE SHARES
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19
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ARTICLE X OTHER STOCK-BASED AWARDS
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21
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ARTICLE XI PERFORMANCE-BASED CASH AWARDS
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23
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ARTICLE XII TERMINATION
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25
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ARTICLE XIII CHANGE IN CONTROL PROVISIONS
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26
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ARTICLE XIV TERMINATION OR AMENDMENT OF PLAN
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27
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ARTICLE XV UNFUNDED PLAN
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28
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ARTICLE XVI GENERAL PROVISIONS
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29
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ARTICLE XVII EFFECTIVE DATE OF PLAN
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31
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ARTICLE XVIII TERM OF PLAN
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32
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ARTICLE XIX NAME OF PLAN
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32
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EXHIBIT A PERFORMANCE GOALS
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A
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(a)
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to select the Eligible Employees, Consultants and Non-Employee Directors to whom Awards may from time to time be granted hereunder;
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(b)
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to determine whether and to what extent Awards, or any combination thereof, are to be granted hereunder to one or more Eligible Employees, Consultants or Non-Employee Directors;
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(c)
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to determine the number of shares of Common Stock to be covered by each Award granted hereunder;
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(d)
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to determine the terms and conditions, not inconsistent with the terms of this Plan, of any Award granted hereunder (including, but not limited to, the exercise or purchase price (if any), any restriction or limitation, any vesting schedule or acceleration thereof, or any forfeiture restrictions or waiver thereof, regarding any Award and the shares of Common Stock relating thereto, based on such factors, if any, as the Committee shall determine, in its sole discretion);
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(e)
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to determine whether, to what extent and under what circumstances grants of Options and other Awards under this Plan are to operate on a tandem basis and/or in conjunction with or apart from other awards made by the Company outside of this Plan;
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(f)
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to determine whether and under what circumstances a Stock Option may be settled in cash, Common Stock and/or Restricted Stock under Section 6.3(d);
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(g)
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to determine whether, to what extent and under what circumstances Common Stock and other amounts payable with respect to an Award under this Plan shall be deferred either automatically or at the election of the Participant in any case, in a manner intended to comply with, Section 409A of the Code;
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(h)
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to determine whether a Stock Option is an Incentive Stock Option or Non-Qualified Stock Option;
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(i)
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to determine whether to require a Participant, as a condition of the granting of any Award, to not sell or otherwise dispose of shares acquired pursuant to the exercise of an Award for a period of time as determined by the Committee, in its sole discretion, following the date of the acquisition of such Award; and
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(j)
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to set the performance criteria and the Performance Period with respect to any Award for which the grant, vesting or payment of such Award is conditioned upon the attainment of specified performance criteria and to certify the attainment of any such performance criteria;
provided
, that with regard to any Award that is intended to comply with Section 162(m) of the Code, the applicable performance criteria shall be based on one or more of the performance goals set forth in Exhibit A hereto (“Performance Goals”).
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(a)
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The Committee may, in its sole discretion, designate employees of the Company and professional advisors to assist the Committee in the administration of this Plan and (to the extent permitted by applicable law and applicable exchange rules) may grant authority to officers to grant Awards and/or execute agreements or other documents on behalf of the Committee.
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(b)
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The Committee may, in its sole discretion, employ such legal counsel, consultants and agents as it may deem desirable for the administration of this Plan and may rely upon any opinion received from any such counsel or consultant and any computation received from any such consultant or agent. Expenses incurred by the Committee or the Board in the engagement of any such counsel, consultant or agent shall be paid by the Company. The Committee, its members and any person designated pursuant to sub-section (a) above shall not be liable for any action or determination made in good faith with respect to this Plan. To the maximum extent permitted by applicable law, no officer of the Company or member or former member of the Committee or of the Board shall be liable for any action or determination made in good faith with respect to this Plan or any Award granted under it.
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(a)
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General Limitations
. The aggregate number of shares of Common Stock that may be issued or used for reference purposes or with respect to which Awards may be granted under this Plan shall not exceed 15,644,000 shares (subject to any increase or decrease pursuant to Section 4.2), which may be either authorized and unissued Common Stock or Common Stock held in or acquired for the treasury of the Company or both. Any shares of Common Stock that are subject to Awards that are not Appreciation Awards shall be counted against this limit as 1.93 shares for every share granted. If any Appreciation Award granted under this Plan expires, terminates, is cancelled or is forfeited for any reason, the number of shares of Common Stock underlying any such Award shall again be available for the purpose of Awards under this Plan and added back to the aggregate maximum limit. If any Awards that are not Appreciation Awards granted under this Plan to a Participant expire, terminate, are cancelled or are forfeited for any reason, 1.93 shares of Common Stock shall again be available for the purposes of Awards under this Plan and added back to the aggregate maximum limit. If a Tandem Stock Appreciation Right or a Limited Stock Appreciation Right is granted in tandem with an Option, such grant shall only apply once against the maximum number of shares of Common Stock which may be issued under this Plan. The number of shares of Common Stock available for the purpose of Awards under this Plan shall be reduced by (i) the total number of Stock Options or Stock Appreciation Rights exercised, regardless of whether any of the shares of Common Stock underlying such Awards are not actually issued to the Participant as the result of a net settlement, (ii) any shares of Common Stock used to pay any exercise price or tax withholding obligation with respect to any Award and (iii) any shares of Common Stock repurchased by the Company on the open market with the proceeds of an Stock Option exercise price.
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(b)
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Individual Participant Limitations
.
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(i) The maximum number of shares of Common Stock subject to any Award of Stock Options, Stock Appreciation Rights or shares of Restricted Stock for which the grant of such Award or the lapse of the relevant Restriction Period is subject to the attainment of Performance Goals in accordance with Section 8.3(a)(ii) herein which may be granted under this Plan during any fiscal year of the Company to each Eligible Employee or Consultant shall be 1,800,000 shares per type of Award (which shall be subject to any further increase or decrease pursuant to Section 4.2), provided that the maximum number of shares of Common Stock for all types of Awards does not exceed 2,000,000 (which shall be subject to any further increase or decrease pursuant to Section 4.2) with respect to any fiscal year of the Company. If a Tandem Stock Appreciation Right is granted or a Limited Stock Appreciation Right is granted in tandem with a Stock Option, it shall apply against the Eligible Employee’s or Consultant’s individual share limitations for both Stock Appreciation Rights and Stock Options.
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(ii) The maximum number of shares of Common Stock subject to any Award of Stock Options (other than Incentive Stock Options), Stock Appreciation Rights, Performance Shares or Other Stock-Based Awards which may be granted under this Plan during any fiscal year of the Company to each Non-Employee Director shall be 337,500 shares per type of Award (which shall be subject to any further increase or decrease pursuant to Section 4.2), provided that the maximum number of shares of Common Stock for all types of Awards does not exceed 450,000 (which shall be subject to any further increase or decrease pursuant to Section 4.2) with respect to any fiscal year of the Company, provided further, that, effective on the date of the Company’s 2009 annual stockholders’ meeting, in no event shall the aggregate grant of Awards to Non-Employee Directors granted on and after such date exceed 10% (when combined with the 10% limitation set forth in Sections 8.3(a)(iii), 9.2(f), and 10.2(d) of this Plan) of the total number of shares of Common Stock reserved for Awards under this Plan. If a Tandem Stock Appreciation Right is granted or a Limited Stock Appreciation Right is granted in tandem with a Stock Option, it shall apply against the Non-Employee Director’s individual share limitations for both Stock Appreciation Rights and Stock Options.
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(iii) There are no annual individual Eligible Employee or Consultant share limitations on Restricted Stock for which the grant of such Award or the lapse of the relevant Restriction Period is not subject to attainment of Performance Goals in accordance with Section 8.3(a)(ii) hereof.
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(iv) The maximum number of shares of Common Stock subject to any Award of Performance Shares which may be granted under this Plan during any fiscal year of the Company to each Eligible Employee or Consultant shall be 1,800,000 (which shall be subject to any further increase or decrease pursuant to Section 4.2) with respect to any fiscal year of the Company. Each Performance Share shall be referenced to one share of Common Stock and shall be charged against the available shares under this Plan at the time the unit value measurement is converted to a referenced number of shares of Common Stock in accordance with Section 9.1.
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(v) The maximum payment under any Performance-Based Cash Award payable with respect to any fiscal year of the Company and for which the grant of such Award is subject to the attainment of Performance Goals in accordance with Section 11.2(c) herein which may be granted under this Plan with respect to any fiscal year of the Company to each Eligible Employee or Consultant shall be $10,000,000.
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(vi) The individual Participant limitations set forth in this Section 4.1(b) shall be cumulative; that is, to the extent that shares of Common Stock for which Awards are permitted to be granted to an Eligible Employee or a Consultant during a fiscal year are not covered by an Award to such Eligible Employee or Consultant in a fiscal year, the number of shares of Common Stock available for Awards to such Eligible Employee or Consultant shall automatically increase in the subsequent fiscal years during the term of the Plan until used.
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4.2
Changes
.
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||
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(a)
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The existence of this Plan and the Awards granted hereunder shall not affect in any way the right or power of the Board or the stockholders of the Company to make or authorize (i) any adjustment, recapitalization, reorganization or other change in the Company’s capital structure or its business, (ii) any merger or consolidation of the Company or any Affiliate, (iii) any issuance of bonds, debentures, preferred or prior preference stock ahead of or affecting the Common Stock, (iv) the dissolution or liquidation of the Company or any Affiliate, (v) any sale or transfer of all or part of the assets or business of the Company or any Affiliate or (vi) any other corporate act or proceeding.
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(b)
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Subject to the provisions of Section 4.2(d), if there shall occur any such change in the capital structure of the Company by reason of any stock split, reverse stock split, stock dividend, subdivision, combination or reclassification of shares that may be issued under the Plan, any recapitalization, any merger, any consolidation, any spin off, any reorganization or any partial or complete liquidation, or any other corporate transaction or event having an effect similar to any of the foregoing (a “
Section 4.2 Event
”), then (i) the aggregate number and/or kind of shares that thereafter may be issued under the Plan, (ii) the number and/or kind of shares or other property (including cash) to be issued upon exercise of an outstanding Award or under other Awards granted under the Plan, (iii) the purchase price thereof, and/or (iv) the individual Participant limitations set forth in Section 4.1(b) (other than those based on cash limitations) shall be appropriately adjusted. In addition, subject to Section 4.2(d), if there shall occur any change in the capital structure or the business of the Company that is not a Section 4.2 Event (an “
Other Extraordinary Event
”), including by reason of any extraordinary dividend (whether cash or stock), any conversion, any adjustment, any issuance of any class of securities convertible or exercisable into, or exercisable for, any class of stock, or any sale or transfer of all or substantially all the Company’s assets or business, then the Committee, in its sole discretion, may adjust any Award and make such other adjustments to the Plan. Any adjustment pursuant to this Section 4.2 shall be consistent with the applicable Section 4.2 Event or the applicable Other Extraordinary Event, as the case may be, and in such manner as the Committee may, in its sole discretion, deem appropriate and equitable to prevent substantial dilution or enlargement of the rights granted to, or available for, Participants under the Plan. Any such adjustment determined by the Committee shall be final, binding and conclusive on the Company and all Participants and their respective heirs, executors, administrators, successors and permitted assigns. Except as expressly provided in this Section 4.2 or in the applicable Award agreement, a Participant shall have no rights by reason of any Section 4.2 Event or any Other Extraordinary Event.
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(c)
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Fractional shares of Common Stock resulting from any adjustment in Awards pursuant to Section 4.2(a) or (b) shall be aggregated until, and eliminated at, the time of exercise by rounding-down for fractions less than one-half and rounding-up for fractions equal to or greater than one-half. No cash settlements shall be made with respect to fractional shares eliminated by rounding. Notice of any adjustment shall be given by the Committee to each Participant whose Award has been adjusted and such adjustment (whether or not such notice is given) shall be effective and binding for all purposes of this Plan.
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(d)
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In the event of an Acquisition Event, the Committee may, in its sole discretion, terminate all outstanding and unexercised Stock Options or Stock Appreciation Rights or any Other Stock Based Award that provides for a Participant elected exercise effective as of the date of the Acquisition Event, by delivering notice of termination to each Participant at least 20 days prior to the date of consummation of the Acquisition Event, in which case during the period from the date on which such notice of termination is delivered to the consummation of the Acquisition Event, each such Participant shall have the right to exercise in full all of his or her Stock Options or Stock Appreciation Rights that are then outstanding (without regard to any limitations on exercisability otherwise contained in the Award agreements), but any such exercise shall be contingent on the occurrence of the Acquisition Event, and, provided that, if the Acquisition Event does not take place within a specified period after giving such notice for any reason whatsoever, the notice and exercise pursuant thereto shall be null and void.
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If an Acquisition Event occurs but the Committee does not terminate the outstanding Awards pursuant to this Section 4.2(d), then the provisions of Section 4.2(b) and Article XIII shall apply.
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(a)
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Exercise Price
. The exercise price per share of Common Stock subject to a Stock Option shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Stock Option shall not be less than 100% (or, in the case of an Incentive Stock Option granted to a Ten Percent Stockholder, 110%) of the Fair Market Value of the Common Stock at the time of grant.
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(b)
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Stock Option Term
. The term of each Stock Option shall be fixed by the Committee, provided that no Stock Option shall be exercisable more than seven (7) years after the date the Option is granted; and provided further that the term of an Incentive Stock Option granted to a Ten Percent Stockholder shall not exceed five (5) years.
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(c)
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Exercisability
. Stock Options shall be exercisable at such time or times and subject to such terms and conditions or as shall be determined by the Committee at grant. If the Committee provides, in its discretion, that any Stock Option is exercisable subject to certain limitations (including, without limitation, that such Stock Option is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such Stock Option may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. In the event that a written employment agreement between the Company and a Participant provides for a vesting schedule that is more favorable than the vesting schedule provided in the form of Award Agreement, the vesting schedule in such employment agreement shall govern, provided that such agreement is in effect on the date of grant and applicable to the specific Award.
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(d)
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Method of Exercise
. Subject to whatever installment exercise and waiting period provisions apply under subsection (c) above, to the extent vested, Stock Options may be exercised in whole or in part at any time during the Option term, by giving written notice of exercise to the Company specifying the number of shares of Common Stock to be purchased. Such notice shall be in a form acceptable to the Company and shall be accompanied by payment in full of the purchase price as follows: (i) in cash or by check, bank draft or money order payable to the order of the Company; (ii) solely to the extent permitted by applicable law, if the Common Stock is traded on a national securities exchange, the Nasdaq Stock Market or quoted on a national quotation system sponsored by the National Association of Securities Dealers, and the Committee authorizes, through a procedure whereby the Participant delivers irrevocable instructions to a broker reasonably acceptable to the Committee to deliver promptly to the Company an amount equal to the purchase price; or (iii) on such other terms and conditions as may be acceptable to the Committee (including, without limitation, the relinquishment of Stock Options or by payment in full or in part in the form of Common Stock owned by the Participant based on the Fair Market Value of the Common Stock on the payment date as determined by the Committee, in its sole discretion). No shares of Common Stock shall be issued until payment therefor, as provided herein, has been made or provided for.
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(e)
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Non-Transferability of Options
. No Stock Option shall be Transferable by the Participant otherwise than by will or by the laws of descent and distribution, and all Stock Options shall be exercisable, during the Participant’s lifetime, only by the Participant. Notwithstanding the foregoing, the Committee may determine, in its sole discretion, at the time of grant or thereafter that a Non-Qualified Stock Option that is otherwise not Transferable pursuant to this Section is Transferable to a Family Member in whole or in part and in such circumstances, and under such conditions, as determined by the Committee, in its sole discretion. A Non-Qualified Stock Option that is Transferred to a Family Member pursuant to the preceding sentence (i) may not be subsequently Transferred otherwise than by will or by the laws of descent and distribution and (ii) remains subject to the terms of this Plan and the applicable Award agreement. Any shares of Common Stock acquired upon the exercise of a Non-Qualified Stock Option by a permissible transferee of a Non-Qualified Stock Option or a permissible transferee pursuant to a Transfer after the exercise of the Non-Qualified Stock Option shall be subject to the terms of this Plan and the applicable Award agreement.
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(f)
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Incentive Stock Option Limitations
. To the extent that the aggregate Fair Market Value (determined as of the time of grant) of the Common Stock with respect to which Incentive Stock Options are exercisable for the first time by an Eligible Employee during any calendar year under this Plan and/or any other stock option plan of the Company, any Subsidiary or any Parent exceeds $100,000, such Options shall be treated as Non-Qualified Stock Options. Should any provision of this Plan not be necessary in order for the Stock Options to qualify as Incentive Stock Options, or should any additional provisions be required, the Committee may, in its sole discretion, amend this Plan accordingly, without the necessity of obtaining the approval of the stockholders of the Company.
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(g)
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Form, Modification, Extension and Renewal of Stock Options
. Subject to the terms and conditions and within the limitations of this Plan, Stock Options shall be evidenced by such form of agreement or grant as is approved by the Committee, and the Committee may, in its sole discretion (i) modify, extend or renew outstanding Stock Options granted under this Plan (provided that the rights of a Participant are not reduced without his or her consent and provided further that such action does not subject the Stock Options to Section 409A of the Code), and (ii) accept the surrender of outstanding Stock Options (up to the extent not theretofore exercised) and authorize the granting of new Stock Options in substitution therefor (to the extent not theretofore exercised). Notwithstanding the foregoing, an outstanding Option may not be modified to reduce the exercise price thereof nor may a new Option at a lower price be substituted for a surrendered Option (other than adjustments or substitutions in accordance with Section 4.2), unless such action is approved by the stockholders of the Company.
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(h)
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Early Exercise
. The Committee may provide that a Stock Option include a provision whereby the Participant may elect at any time before the Participant’s Termination to exercise the Stock Option as to any part or all of the shares of Common Stock subject to the Stock Option prior to the full vesting of the Stock Option and such shares shall be subject to the provisions of Article VIII and treated as Restricted Stock. Any unvested shares of Common Stock so purchased may be subject to a repurchase option in favor of the Company or to any other restriction the Committee determines to be appropriate.
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(i)
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Other Terms and Conditions
. Stock Options may contain such other provisions, which shall not be inconsistent with any of the terms of this Plan, as the Committee shall, in its sole discretion, deem appropriate.
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(a)
|
Exercise Price
. The exercise price per share of Common Stock subject to a Tandem Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.
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(b)
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Term
. A Tandem Stock Appreciation Right or applicable portion thereof granted with respect to a Reference Stock Option shall terminate and no longer be exercisable upon the termination or exercise of the Reference Stock Option, except that, unless otherwise determined by the Committee, in its sole discretion, at the time of grant, a Tandem Stock Appreciation Right granted with respect to less than the full number of shares covered by the Reference Stock Option shall not be reduced until and then only to the extent the exercise or termination of the Reference Stock Option causes the number of shares covered by the Tandem Stock Appreciation Right to exceed the number of shares remaining available and unexercised under the Reference Stock Option.
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(c)
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Exercisability
. Tandem Stock Appreciation Rights shall be exercisable only at such time or times and to the extent that the Reference Stock Options to which they relate shall be exercisable in accordance with the provisions of Article VI, and shall be subject to the provisions of Section 6.3(c).
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(d)
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Method of Exercise
. A Tandem Stock Appreciation Right may be exercised by the Participant by surrendering the applicable portion of the Reference Stock Option. Upon such exercise and surrender, the Participant shall be entitled to receive an amount determined in the manner prescribed in this Section 7.2. Stock Options which have been so surrendered, in whole or in part, shall no longer be exercisable to the extent the related Tandem Stock Appreciation Rights have been exercised.
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(e)
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Payment
. Upon the exercise of a Tandem Stock Appreciation Right, a Participant shall be entitled to receive up to, but no more than, an amount in cash or a number of shares of Common Stock (as determined by the Committee, in its sole discretion, on the date of grant) equal in value to the excess of the Fair Market Value of one share of Common Stock over the Option exercise price per share specified in the Reference Stock Option agreement, multiplied by the number of shares in respect of which the Tandem Stock Appreciation Right shall have been exercised.
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(f)
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Deemed Exercise of Reference Stock Option
. Upon the exercise of a Tandem Stock Appreciation Right, the Reference Stock Option or part thereof to which such Stock Appreciation Right is related shall be deemed to have been exercised for the purpose of the limitation set forth in Article IV of the Plan on the number of shares of Common Stock to be issued under the Plan.
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(g)
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Non-Transferability
. Tandem Stock Appreciation Rights shall be Transferable only when and to the extent that the underlying Stock Option would be Transferable under Section 6.3(e) of the Plan.
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(a)
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Exercise Price
. The exercise price per share of Common Stock subject to a Non-Tandem Stock Appreciation Right shall be determined by the Committee at the time of grant, provided that the per share exercise price of a Non-Tandem Stock Appreciation Right shall not be less than 100% of the Fair Market Value of the Common Stock at the time of grant.
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(b)
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Term
. The term of each Non-Tandem Stock Appreciation Right shall be fixed by the Committee, but shall not be greater than 7 years after the date the right is granted.
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(c)
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Exercisability
. Non-Tandem Stock Appreciation Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee at grant. If the Committee provides, in its discretion, that any such right is exercisable subject to certain limitations (including, without limitation, that it is exercisable only in installments or within certain time periods), the Committee may waive such limitations on the exercisability at any time at or after grant in whole or in part (including, without limitation, waiver of the installment exercise provisions or acceleration of the time at which such right may be exercised), based on such factors, if any, as the Committee shall determine, in its sole discretion. In the event that a written employment agreement between the Company and a Participant provides for a vesting schedule that is more favorable than the vesting schedule provided in the form of Award Agreement, the vesting schedule in such employment agreement shall govern, provided that such agreement is in effect on the date of grant and applicable to the specific Award.
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(d)
|
Method of Exercise
. Subject to whatever installment exercise and waiting period provisions apply under subsection (c) above, Non-Tandem Stock Appreciation Rights may be exercised in whole or in part at any time in accordance with the applicable Award agreement, by giving written notice of exercise to the Company specifying the number of Non-Tandem Stock Appreciation Rights to be exercised.
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(e)
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Payment
. Upon the exercise of a Non-Tandem Stock Appreciation Right a Participant shall be entitled to receive, for each right exercised, up to, but no more than, an amount in cash or a number of shares of Common Stock (as determined by the Committee, in its sole discretion, on the date of grant) equal in value to the excess of the Fair Market Value of one share of Common Stock on the date the right is exercised over the Fair Market Value of one share of Common Stock on the date the right was awarded to the Participant.
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(f)
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Non-Transferability
. No Non-Tandem Stock Appreciation Rights shall be Transferable by the Participant otherwise than by will or by the laws of descent and distribution, and all such rights shall be exercisable, during the Participant’s lifetime, only by the Participant.
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(a)
|
Purchase Price
. The purchase price of Restricted Stock shall be fixed by the Committee. Subject to Section 4.3, the purchase price for shares of Restricted Stock may be zero to the extent permitted by applicable law, and, to the extent not so permitted, such purchase price may not be less than par value.
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(b)
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Acceptance
. Awards of Restricted Stock must be accepted within a period of 60 days (or such other period as the Committee may specify) after the grant date, by executing a Restricted Stock agreement and by paying whatever price (if any) the Committee has designated thereunder.
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(c)
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Legend
. Each Participant receiving Restricted Stock shall be issued a stock certificate in respect of such shares of Restricted Stock, unless the Committee elects to use another system, such as book entries by the transfer agent, as evidencing ownership of shares of Restricted Stock. Such certificate shall be registered in the name of such Participant, and shall, in addition to such legends required by applicable securities laws, bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:
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“The anticipation, alienation, attachment, sale, transfer, assignment, pledge, encumbrance or charge of the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the Steven Madden, Ltd. (the “Company”) 2009 Stock Incentive Plan (the “Plan”) and an agreement entered into between the registered owner and the Company dated __________. Copies of such Plan and agreement are on file at the principal office of the Company.”
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(d)
|
Custody
. If stock certificates are issued in respect of shares of Restricted Stock, the Committee may require that any stock certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed, and that, as a condition of any grant of Restricted Stock, the Participant shall have delivered a duly signed stock power, endorsed in blank, relating to the Common Stock covered by such Award.
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(a)
|
Restriction Period
. (i) The Participant shall not be permitted to Transfer shares of Restricted Stock awarded under this Plan during the period or periods set by the Committee (the “Restriction Period”) commencing on the date of such Award, as set forth in a Restricted Stock Award agreement and such agreement shall set forth a vesting schedule and any events which would accelerate vesting of the shares of Restricted Stock. Within these limits, based on service, attainment of Performance Goals pursuant to Section 8.3(a)(ii) below and/or such other factors or criteria as the Committee may determine in its sole discretion, the Committee may condition the grant or provide for the lapse of such restrictions in installments in whole or in part, or may accelerate the vesting of all or any part of any Restricted Stock Award and/or waive the deferral limitations for all or any part of any Restricted Stock Award. Subject to Section 8.3(a)(iii) of this Plan, in the event that a written employment agreement between the Company and a Participant provides for a vesting schedule that is more favorable than the vesting schedule provided in the form of Award Agreement, the vesting schedule in such employment agreement shall govern, provided that such agreement is in effect on the date of grant and applicable to the specific Award.
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(ii)
Objective Performance Goals, Formulae or Standards
. If the grant of shares of Restricted Stock or the lapse of restrictions is based on the attainment of Performance Goals, the Committee shall establish the Performance Goals and the applicable vesting percentage of the Restricted Stock Award applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as otherwise determined by the Committee and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. With regard to a Restricted Stock Award that is intended to comply with Section 162(m) of the Code, to the extent any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect. The applicable Performance Goals shall be based on one or more of the performance criteria set forth in Exhibit A hereto.
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(iii)
Limitations
. Notwithstanding any other provision of this Plan to the contrary, effective on the date of the Company’s 2009 annual stockholders’ meeting, the Restriction Period with respect to any Restricted Stock Award granted on or after such date shall be no less than (A) one year, if the lapsing of restrictions is based (in whole or in part) on the attainment of one or more Performance Goals, and (B) three years, if the lapsing of restrictions is based solely on the continued performance of services by the Participant (with restrictions as to no more than 1/3
rd
of the shares of Common Stock subject thereto lapsing on each of the first three anniversaries of the date of grant);
provided
, that, subject to the terms of this Plan, the Committee shall be authorized (at the time of grant or thereafter) to provide for the earlier lapsing of restrictions in the event of a Change in Control or a Participant’s retirement, death or Disability; and
provided
further
, that, subject to the limitations set forth in Section 4.1(b), Restricted Stock Awards may be granted on or after the date of the Company’s 2009 annual stockholders’ meeting without the foregoing limitations with respect to up to 10% (when combined with the 10% limitation set forth in Sections 4.1(b)(ii), 9.2(f) and 10.2(d) of this Plan) of the total number of shares of Common Stock reserved for Awards under this Plan.
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(b)
|
Rights as a Stockholder
. Except as provided in this subsection (b) and subsection (a) above and as otherwise determined by the Committee, the Participant shall have, with respect to the shares of Restricted Stock, all of the rights of a holder of shares of Common Stock of the Company including, without limitation, the right to receive any dividends, the right to vote such shares and, subject to and conditioned upon the full vesting of shares of Restricted Stock, the right to tender such shares. The Committee may, in its sole discretion, determine at the time of grant that the payment of dividends shall be deferred until, and conditioned upon, the expiration of the applicable Restriction Period.
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(c)
|
Lapse of Restrictions
. If and when the Restriction Period expires without a prior forfeiture of the Restricted Stock, the certificates for such shares shall be delivered to the Participant. All legends shall be removed from said certificates at the time of delivery to the Participant, except as otherwise required by applicable law or other limitations imposed by the Committee.
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(a)
|
Earning of Performance Share Award
. At the expiration of the applicable Performance Period, the Committee shall determine the extent to which the Performance Goals established pursuant to Section 9.2(c) are achieved and the percentage of each Performance Share Award that has been earned.
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(b)
|
Non-Transferability
. Subject to the applicable provisions of the Award agreement and this Plan, Performance Shares may not be Transferred during the Performance Period.
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(c)
|
Objective Performance Goals, Formulae or Standards
. The Committee shall establish the objective Performance Goals for the earning of Performance Shares based on a Performance Period applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent any such provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect. The applicable Performance Goals shall be based on one or more of the performance criteria set forth in Exhibit A hereto.
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(d)
|
Dividends
. Unless otherwise determined by the Committee at the time of grant, amounts equal to any dividends declared during the Performance Period with respect to the number of shares of Common Stock covered by a Performance Share will not be paid to the Participant.
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(e)
|
Payment
. Following the Committee’s determination in accordance with subsection (a) above, shares of Common Stock or, as determined by the Committee in its sole discretion, the cash equivalent of such shares shall be delivered to the Eligible Employee, Consultant or Non-Employee Director, or his legal representative, in an amount equal to such individual’s earned Performance Share. Notwithstanding the foregoing, the Committee may, in its sole discretion, award an amount less than the earned Performance Share and/or subject the payment of all or part of any Performance Share to additional vesting, forfeiture and deferral conditions as it deems appropriate.
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(f)
|
Accelerated Vesting
. Based on service, performance and/or such other factors or criteria, if any, as the Committee may determine, the Committee may, in its sole discretion, at or after grant, accelerate the vesting of all or any part of any Performance Share Award and/or waive the preceding sentence and any other provision of this Plan to the contrary. Notwithstanding the preceding sentence or any other provision of this Plan, effective on the date of the Company’s 2009 annual stockholders’ meeting, the vesting schedule with respect to any Performance Share Award on or after such date shall be no less than (A) one year, if the vesting period is based (in whole or in part) on the attainment of one or more Performance Goals, and (B) three years, if the vesting period is based solely on the continued performance of services by the Participant (with restrictions as to no more than 1/3
rd
of the shares of Common Stock subject thereto lapsing on each of the first three anniversaries of the date of grant);
provided
, that, subject to the terms of this Plan, the Committee shall be authorized (at the time of grant or thereafter) to provide for the acceleration of vesting in the event of a Change in Control or a Participant’s retirement, death or Disability; and
provided
further
, that, subject to the limitations set forth in Section 4.1(b), Performance Share Awards may be granted on or after the date of the Company’s 2009 annual stockholders’ meeting without the foregoing limitations with respect to up to 10% (when combined with the 10% limitation set forth in Sections 4.1(b)(ii), 8.3(a)(iii) and 10.2(d) of this Plan) of the total number of shares of Common Stock reserved for Awards under this Plan.
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|
(a)
|
Non-Transferability
. Subject to the applicable provisions of the Award agreement and this Plan, shares of Common Stock subject to Awards made under this Article X may not be Transferred prior to the date on which the shares are issued, or, if later, the date on which any applicable restriction, performance or deferral period lapses.
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|
(b)
|
Dividends
. Unless otherwise determined by the Committee at the time of Award, subject to the provisions of the Award agreement and this Plan, the recipient of an Award under this Article X shall not be entitled to receive, currently or on a deferred basis, dividends or dividend equivalents with respect to the number of shares of Common Stock covered by the Award.
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|
(c)
|
Vesting
. Any Award under this Article X and any Common Stock covered by any such Award shall vest or be forfeited to the extent so provided in the Award agreement, as determined by the Committee, in its sole discretion, in accordance with the terms of this Plan. Subject to Section 10.2(d) of this Plan, in the event that a written employment agreement between the Company and a Participant provides for a vesting schedule that is more favorable than the vesting schedule provided in the form of Award Agreement, the vesting schedule in such employment agreement shall govern, provided that such agreement is in effect on the date of grant and applicable to the specific Award.
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(d)
|
Limitation
. Notwithstanding Section 10.2(c) of this Plan and any other provision of this Plan to the contrary, effective on the date of the Company’s 2009 annual stockholders’ meeting, the vesting schedule with respect to any Other Stock-Based Award on or after such date shall be no less than (A) one year, if the vesting period is based (in whole or in part) on the attainment of one or more Performance Goals, and (B) three years, if the vesting period is based solely on the continued performance of services by the Participant (with restrictions as to no more than 1/3
rd
of the shares of Common Stock subject thereto lapsing on each of the first three anniversaries of the date of grant);
provided
, that, subject to the terms of this Plan, the Committee shall be authorized (at the time of grant or thereafter) to provide for the acceleration of vesting in the event of a Change in Control or a Participant’s retirement, death or Disability; and
provided
further
, that, subject to the limitations set forth in Section 4.1(b), Other Stock-Based Awards may be granted on or after the date of the Company’s 2009 annual stockholders’ meeting without the foregoing limitations with respect to up to 10% (when combined with the 10% limitation set forth in Sections 4.1(b)(ii), 8.3(a)(iii) and 9.2(f) of this Plan) of the total number of shares of Common Stock reserved for Awards under this Plan.
|
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(e)
|
Price
. Common Stock issued on a bonus basis under this Article X may be issued for no cash consideration; Common Stock purchased pursuant to a purchase right awarded under this Article X shall be priced, as determined by the Committee in its sole discretion.
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(f)
|
Payment
. Form of payment for the Other Stock-Based Award shall be specified in the Award agreement.
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|
(a)
|
Vesting of Performance-Based Cash Award
. At the expiration of the applicable Performance Period, the Committee shall determine and certify in writing the extent to which the Performance Goals established pursuant to Section 11.2(c) are achieved and the percentage of the Participant’s individual target award has been vested and earned.
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(b)
|
Waiver of Limitation
. In the event of the Participant’s Retirement (other than with respect to Performance-Based Cash Awards that are intended to comply with Section 162(m) of the Code), Disability or death, or in cases of special circumstances (to the extent permitted under Section 162(m) of the Code with regard to a Performance-Based Cash Award that is intended to comply with Section 162(m) of the Code), the Committee may, in its sole discretion, waive in whole or in part any or all of the limitations imposed hereunder (if any) with respect to any or all of an Award under this Article XI.
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|
(c)
|
Objective Performance Goals, Formulae or Standards
.
|
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|
|
(i) The Committee shall establish the objective Performance Goals and the individual target award (if any) applicable to each Participant or class of Participants in writing prior to the beginning of the applicable Performance Period or at such later date as permitted under Section 162(m) of the Code and while the outcome of the Performance Goals are substantially uncertain. Such Performance Goals may incorporate, if and only to the extent permitted under Section 162(m) of the Code, provisions for disregarding (or adjusting for) changes in accounting methods, corporate transactions (including, without limitation, dispositions and acquisitions) and other similar type events or circumstances. To the extent any Performance-Based Award is intended to comply with the provisions of Section 162(m) of the Code, if any provision would create impermissible discretion under Section 162(m) of the Code or otherwise violate Section 162(m) of the Code, such provision shall be of no force or effect. The applicable Performance Goals shall be based on one or more of the performance criteria set forth in Exhibit A hereto.
|
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|
(ii) The measurements used in Performance Goals set under the Plan shall be determined in accordance with Generally Accepted Accounting Principles (“GAAP”), except, to the extent that any objective Performance Goals are used, if any measurements require deviation from GAAP, such deviation shall be at the discretion of the Committee at the time the Performance Goals are set or at such later time to the extent permitted under Section 162(m) of the Code.
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|
(d)
|
Payment
. Following the Committee’s determination and certification in accordance with subsection (a) above, the Performance-Based Cash Award amount shall be delivered to the Eligible Employee, Consultant or Non-Employee Director, or his legal representative, in accordance with the terms and conditions of the Award agreement. If the Award Agreement does not provide when such amount will be paid, except as provided in the next sentence, such amount shall be paid by no later than the later of: (i) March 15 of the year following the year in which the applicable Performance Period ends; or (ii) two and one-half (2½) months after the expiration of the fiscal year of the Company in which the applicable Performance Period ends. Notwithstanding the foregoing, the Committee may place such conditions on the payment of the payment of all or any portion of any Performance-Based Cash Award as the Committee may determine and prior to the beginning of a Performance Period the Committee may (x) provide that the payment of all or any portion of any Performance-Based Cash Award shall be deferred and (y) permit a Participant to elect to defer receipt of all or a portion of any Performance-Based Cash Award. Any Performance-Based Cash Award deferred by a Participant in accordance with the terms and conditions established by the Committee shall not increase (between the date on which the Performance-Based Cash Award is credited to any deferred compensation program applicable to such Participant and the payment date) by an amount that would result in such deferral being deemed as an “increase in the amount of compensation” under Code Section 162(m). To the extent applicable, any deferral under this Section 11.2(d) shall be made in a manner intended to comply with the applicable requirements of Section 409A of the Code.
|
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|
(a)
|
Rules Applicable to Stock Option and Stock Appreciation Rights.
Unless otherwise determined by the Committee at grant (or, if no rights of the Participant are reduced, thereafter):
|
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|
|
(i)
Termination by Reason of Death, Disability or Retirement.
If a Participant’s Termination is by reason of death, Disability or the Participant’s Retirement, all Stock Options or Stock Appreciation Rights that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant (or, in the case of death, by the legal representative of the Participant’s estate) at any time within a one-year period from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options or Stock Appreciation Rights; provided, however, if the Participant dies within such exercise period, all unexercised Stock Options or Stock Appreciation Rights held by such Participant shall thereafter be exercisable, to the extent to which they were exercisable at the time of death, for a period of one year from the date of such death, but in no event beyond the expiration of the stated term of such Stock Options or Stock Appreciation Rights.
|
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|
(ii)
Involuntary Termination Without Cause.
If a Participant’s Termination is by involuntary termination without Cause, all Stock Options or Stock Appreciation Rights that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of 90 days from the date of such Termination, but in no event beyond the expiration of the stated term of such Stock Options or Stock Appreciation Rights.
|
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|
|
(iii)
Voluntary Termination.
If a Participant’s Termination is voluntary (other than a voluntary termination described in Section 12.2(a)(iv)(2) below), all Stock Options or Stock Appreciation Rights that are held by such Participant that are vested and exercisable at the time of the Participant’s Termination may be exercised by the Participant at any time within a period of 30 days from the date of such Termination, but in no event beyond the expiration of the stated terms of such Stock Options or Stock Appreciation Rights.
|
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|
|
(iv)
Termination for Cause.
If a Participant’s Termination: (1) is for Cause or (2) is a voluntary Termination (as provided in sub-section (iii) above) after the occurrence of an event that would be grounds for a Termination for Cause, all Stock Options or Stock Appreciation Rights, whether vested or not vested, that are held by such Participant shall thereupon terminate and expire as of the date of such Termination.
|
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|
|
|
|
(v)
Unvested Stock Options and Stock Appreciation Rights.
Stock Options or Stock Appreciation Rights that are not vested as of the date of a Participant’s Termination for any reason shall terminate and expire as of the date of such Termination.
|
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|
|
|
(b)
|
Rules Applicable to Restricted Stock, Performance Shares, Other Stock-Based Awards and Performance-Based Cash Awards
. Unless otherwise determined by the Committee at grant or thereafter, upon a Participant’s Termination for any reason: (i) during the relevant Restriction Period, all Restricted Stock still subject to restriction shall be forfeited; and (ii) any unvested Performance Shares, Other Stock-Based Awards or Performance-Based Cash Awards shall be forfeited
|
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|
|
|
(a)
|
Awards, whether or not then vested, shall be continued, assumed, have new rights substituted therefor or be treated in accordance with Section 4.2(d) hereof, as determined by the Committee in its sole discretion, and restrictions to which any shares of Restricted Stock or any other Award granted prior to the Change in Control are subject shall not lapse upon a Change in Control and the Restricted Stock or other Award shall, where appropriate in the sole discretion of the Committee, receive the same distribution as other Common Stock on such terms as determined by the Committee; provided that, the Committee may, in its sole discretion, decide to award additional Restricted Stock or other Award in lieu of any cash distribution. Notwithstanding anything to the contrary herein, for purposes of Incentive Stock Options, any assumed or substituted Stock Option shall comply with the requirements of Treasury Regulation § 1.424-1 (and any amendments thereto) and for purposes of any Non-Qualified Stock Options and Stock Appreciations Rights, any assumed or substituted Non-Qualified Stock Option or Stock Appreciation Right shall comply with the requirements of Section 409A of the Code and the regulations and guidance issued thereunder.
|
|
|
|
|
(b)
|
The Committee, in its sole discretion, may provide for the purchase of any Awards by the Company or an Affiliate for an amount of cash equal to the excess of the Change in Control Price (as defined below) of the shares of Common Stock covered by such Awards, over the aggregate exercise price of such Awards. For purposes of this Section 13.1, “Change in Control Price” shall mean the highest price per share of Common Stock paid in any transaction related to a Change in Control of the Company.
|
|
|
|
|
(c)
|
The Committee may, in its sole discretion, provide for the cancellation of any Awards without payment, if the Change in Control Price is less than the Fair Market Value of such Award on the date of grant.
|
|
|
|
|
(d)
|
Notwithstanding anything else herein, the Committee may, in its sole discretion, provide for accelerated vesting or lapse of restrictions, of an Award at the time of grant or at any time thereafter.
|
|
|
|
|
(a)
|
increase the aggregate number of shares of Common Stock that may be issued under this Plan pursuant to Section 4.1 (except by operation of Section 4.2);
|
|
|
|
|
(b)
|
increase the maximum individual Participant limitations for a fiscal year under Section 4.1(b) (except by operation of Section 4.2);
|
|
(c)
|
change the classification of Eligible Employees or Consultants eligible to receive Awards under this Plan;
|
|
|
|
|
(d)
|
decrease the minimum option price of any Stock Option or Stock Appreciation Right;
|
|
|
|
|
(e)
|
extend the maximum option period under Section 6.3;
|
|
|
|
|
(f)
|
alter the Performance Goals for the Award of Restricted Stock, Performance Shares or Other Stock-Based Awards subject to satisfaction of Performance Goals as set forth in Exhibit A;
|
|
|
|
|
(g)
|
other than adjustments or substitutions in accordance with
Section 4.2
, amend the terms of outstanding Awards to reduce the exercise price of outstanding Stock Options or Stock Appreciation Rights or to cancel outstanding Stock Options or Stock Appreciation Rights in exchange for cash, other Awards or Stock Options or Stock Appreciation Rights with an exercise price that is less than the exercise price of the original Stock Options or Stock Appreciation Rights;
|
|
|
|
|
(h)
|
award any Stock Option or Stock Appreciation Right in replacement of a canceled Stock Option or Stock Appreciation Right with a higher exercise price, except in accordance with Section 6.3(g); or
|
|
|
|
|
(i)
|
require stockholder approval in order for this Plan to continue to comply with the applicable provisions of Section 162(m) of the Code or, to the extent applicable to Incentive Stock Options, Section 422 of the Code. In no event may this Plan be amended without the approval of the stockholders of the Company in accordance with the applicable laws of the State of Delaware to increase the aggregate number of shares of Common Stock that may be issued under this Plan, decrease the minimum exercise price of any Stock Option or Stock Appreciation Right, or to make any other amendment that would require stockholder approval under NASD Rule 4350(i)(1)(A) or other such rules of any exchange or system on which the Company’s securities are listed or traded at the request of the Company.
|
|
|
|
|
(a)
|
Unless otherwise determined by the Committee, as long as the Common Stock is listed on a national securities exchange or system sponsored by a national securities association, the issue of any shares of Common Stock pursuant to an Award shall be conditioned upon such shares being listed on such exchange or system. The Company shall have no obligation to issue such shares unless and until such shares are so listed, and the right to exercise any Option or other Award with respect to such shares shall be suspended until such listing has been effected.
|
|
|
|
|
(b)
|
If at any time counsel to the Company shall be of the opinion that any sale or delivery of shares of Common Stock pursuant to an Option or other Award is or may in the circumstances be unlawful or result in the imposition of excise taxes on the Company under the statutes, rules or regulations of any applicable jurisdiction, the Company shall have no obligation to make such sale or delivery, or to make any application or to effect or to maintain any qualification or registration under the Securities Act or otherwise, with respect to shares of Common Stock or Awards, and the right to exercise any Option or other Award shall be suspended until, in the opinion of said counsel, such sale or delivery shall be lawful or will not result in the imposition of excise taxes on the Company.
|
|
|
|
|
(c)
|
Upon termination of any period of suspension under this Section 16.6, any Award affected by such suspension which shall not then have expired or terminated shall be reinstated as to all shares available before such suspension and as to shares which would otherwise have become available during the period of such suspension, but no such suspension shall extend the term of any Award.
|
|
|
|
|
(d)
|
A Participant shall be required to supply the Company with any certificates, representations and information that the Company requests and otherwise cooperate with the Company in obtaining any listing, registration, qualification, exemption, consent or approval the Company deems necessary or appropriate.
|
|
|
||
1.
|
Performance goals established for purposes of the grant or vesting of Awards of Restricted Stock, Other Stock-Based Awards, Performance Shares and/or Performance-Based Cash Awards, each intended to be “performance-based” under Section 162(m) of the Code, shall be based on the attainment of certain target levels of, or a specified increase or decrease (as applicable) in one or more of the following performance goals (“Performance Goals”):
|
||
|
|
|
|
|
(a)
|
earnings per share;
|
|
|
|
|
|
|
(b)
|
operating income;
|
|
|
|
|
|
|
(c)
|
net income;
|
|
|
|
|
|
|
(d)
|
cash flow;
|
|
|
|
|
|
|
(e)
|
gross profit;
|
|
|
|
|
|
|
(f)
|
gross profit return on investment;
|
|
|
|
|
|
|
(g)
|
gross margin return on investment;
|
|
|
|
|
|
|
(h)
|
gross margin;
|
|
|
|
|
|
|
(i)
|
working capital;
|
|
|
|
|
|
|
(j)
|
earnings before interest and taxes;
|
|
|
|
|
|
|
(k)
|
earnings before interest, tax, depreciation and amortization;
|
|
|
|
|
|
|
(l)
|
return on equity;
|
|
|
|
|
|
|
(m)
|
return on assets;
|
|
|
|
|
|
|
(n)
|
return on capital;
|
|
|
|
|
|
|
(o)
|
revenue growth;
|
|
|
|
|
|
|
(p)
|
total shareholder return;
|
|
|
|
|
|
|
(q)
|
economic value added;
|
|
|
|
|
|
|
(r)
|
specified objectives with regard to limiting the level of increase in all or a portion of the Company’s bank debt or other long-term or short-term public or private debt or other similar financial obligations of the Company, which may be calculated net of cash balances and/or other offsets and adjustments as may be established by the Committee in its sole discretion;
|
|
|
|
||
|
|
|
|
|
(s)
|
the fair market value of the shares of the Company’s Common Stock;
|
|
|
|
|
|
|
(t)
|
the growth in the value of an investment in the Company’s Common Stock assuming the reinvestment of dividends;
|
|
|
|
|
|
|
(u)
|
reduction in expenses;
|
|
|
|
|
|
|
(v)
|
customer satisfaction;
|
|
|
|
|
|
|
(w)
|
customer loyalty;
|
|
|
|
|
|
|
(x)
|
style indexes;
|
|
|
|
|
|
|
(y)
|
number of new patents;
|
|
|
|
|
|
|
(z)
|
employee retention;
|
|
|
|
|
|
|
(aa)
|
market share;
|
|
|
|
|
|
|
(bb)
|
market segment share;
|
|
|
|
|
|
|
(cc)
|
product release schedules;
|
|
|
|
|
|
|
(dd)
|
new product innovation;
|
|
|
|
|
|
|
(ee)
|
new product introduction;
|
|
|
|
|
|
|
(ff)
|
product cost reduction through advanced technology;
|
|
|
|
|
|
|
(gg)
|
brand recognition and/or acceptance; or
|
|
|
|
|
|
|
(hh)
|
ship targets.
|
|
|
||
2.
|
To the extent permitted under Section 162(m) of the Code, the Committee may, in its sole discretion, also exclude, or adjust to reflect, the impact of an event or occurrence which the Committee determines should be appropriately excluded or adjusted, including:
|
||
|
|
|
|
|
(a)
|
restructurings, discontinued operations, extraordinary items or events, and other unusual or non-recurring charges as described in Accounting Principles Board Opinion No. 30 and/or management’s discussion and analysis of financial condition and results of operations appearing or incorporated by reference in the Company’s Form 10-K for the applicable year;
|
|
|
|
|
|
|
(b)
|
an event either not directly related to the operations of the Company or not within the reasonable control of the Company’s management; or
|
|
|
|
|
|
|
(c)
|
a change in tax law or accounting standards required by generally accepted accounting principles.
|
|
|
|
||
3.
|
Performance goals may also be based upon individual Participant performance goals, as determined by the Committee, in its sole discretion.
|
||
|
|
||
4.
|
In addition, such Performance Goals may be based upon the attainment of specified levels of Company (or subsidiary, division, other operational unit or administrative department of the Company) performance under one or more of the measures described above relative to the performance of other corporations. To the extent permitted under Section 162(m) of the Code, but only to the extent permitted under Section 162(m) of the Code (including, without limitation, compliance with any requirements for stockholder approval), the Committee may:
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(a)
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designate additional business criteria on which the performance goals may be based; or
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(b)
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adjust, modify or amend the aforementioned business criteria.
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NAME OF THE SUBSIDIARY
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STATE OF INCORPORATION
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Adesso-Madden, Inc.
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New York
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Big Buddha, Inc.
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California
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Cejon, Inc.
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New Jersey
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Daniel M. Friedman & Associates, Inc.
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New York
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Diva Acquisition Corp.
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Delaware
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Steven Madden Retail, Inc.
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Delaware
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Stevies, Inc.
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Delaware
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The Topline Corporation
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Washington
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Steve Madden Canada, Inc.
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Canada
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1.
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I have reviewed this Annual Report on Form 10-K of Steven Madden, Ltd.;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
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(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to recored, process, summarize and report financial information; and
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(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ EDWARD R. ROSENFELD
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Edward R. Rosenfeld
|
Chairman and Chief Executive Officer
|
March 1, 2013
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1.
|
I have reviewed this Annual Report on Form 10-K of Steven Madden, Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ ARVIND DHARIA
|
Arvind Dharia
|
Chief Financial Officer and Chief Accounting Officer
|
March 1, 2013
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ EDWARD R. ROSENFELD
|
Edward R. Rosenfeld
|
Chairman and Chief Executive Officer
|
March 1, 2013
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
|
/s/ ARVIND DHARIA
|
Arvind Dharia
|
Chief Financial Officer and Chief Accounting Officer
|
March 1, 2013
|