Delaware
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13-3588231
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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52-16 Barnett Avenue, Long Island City, New York
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11104
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(Address of principal executive offices)
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(Zip Code)
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(718) 446-1800
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(Registrant’s telephone number, including area code)
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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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June 30, 2013
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December 31, 2012
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June 30, 2012
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||||||
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(unaudited)
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(unaudited)
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||||||
ASSETS
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|||
Current assets:
|
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Cash and cash equivalents
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$
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167,676
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$
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168,777
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$
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80,717
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Accounts receivable, net of allowances of $3,103, $4,581 and $5,342
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95,996
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75,545
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89,706
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Due from factor, net of allowances of $10,945, $17,856 and $11,609
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92,291
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92,156
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97,649
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Inventories
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91,307
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63,683
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90,999
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|||
Marketable securities – available for sale
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22,193
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16,285
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11,011
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|||
Prepaid expenses and other current assets
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20,210
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13,404
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18,931
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Prepaid taxes
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—
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331
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|
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—
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|||
Deferred taxes
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10,999
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11,073
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9,691
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|||
Total current assets
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500,672
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441,254
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398,704
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|||
Notes receivable
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3,085
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3,085
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7,714
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|||
Note receivable – related party
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3,600
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3,581
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3,541
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Property and equipment, net
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50,504
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45,285
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37,929
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|||
Deposits and other
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2,311
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2,305
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2,176
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Marketable securities – available for sale
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100,260
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81,202
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98,076
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Goodwill – net
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96,497
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91,559
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91,559
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Intangibles – net
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131,812
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135,768
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137,321
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Total Assets
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$
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888,741
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$
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804,039
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$
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777,020
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LIABILITIES
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Current liabilities:
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Accounts payable
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$
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105,000
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$
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83,427
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$
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118,286
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Accrued expenses
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56,292
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31,782
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43,300
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Income taxes payable
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6,922
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—
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—
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Contingent payment liability – current portion
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18,914
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11,551
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22,731
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Accrued incentive compensation
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3,316
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7,718
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3,489
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Total current liabilities
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190,444
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134,478
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187,806
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Contingent payment liability
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27,896
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30,409
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39,999
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Deferred rent
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8,653
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7,521
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6,953
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Deferred taxes
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3,141
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5,117
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2,062
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Other liabilities
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114
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114
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131
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Total Liabilities
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230,248
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177,639
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236,951
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Commitments, contingencies and other
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STOCKHOLDERS’ EQUITY
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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
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—
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—
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—
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Common stock – $.0001 par value, 135,000 shares authorized, 55,167, 54,530 and 52,931 shares issued, 46,056, 46,127 and 44,528 shares outstanding
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6
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5
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5
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Additional paid-in capital
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235,827
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217,638
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202,468
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Retained earnings
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592,393
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540,037
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469,178
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Other comprehensive income
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(4,926
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)
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1,443
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1,031
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Treasury stock – 9,111, 8,403, and 8,403 shares at cost
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(165,306
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)
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(132,543
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)
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(132,543
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)
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Total Steven Madden, Ltd. stockholders’ equity
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657,994
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626,580
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540,139
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Noncontrolling interests
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499
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(180
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)
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(70
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)
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Total stockholders’ equity
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658,493
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626,400
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540,069
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Total Liabilities and Stockholders’ Equity
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$
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888,741
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$
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804,039
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$
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777,020
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Three Months Ended
June 30, |
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Six Months Ended June 30,
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||||||||||||
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2013
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2012
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2013
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2012
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||||||||
Net sales
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$
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297,634
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$
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288,692
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$
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576,550
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$
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554,662
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Cost of sales
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187,056
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184,438
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363,375
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354,315
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Gross profit
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110,578
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104,254
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213,175
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200,347
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||||
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||||||
Commission and licensing fee income – net
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3,699
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4,252
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8,066
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8,725
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||||
Operating expenses
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(68,666
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)
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(66,702
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)
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(139,193
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)
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(131,909
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)
|
||||
Impairment of note receivable and provision for litigation
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—
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(4,310
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)
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—
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(4,310
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)
|
||||
Income from operations
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45,611
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37,494
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82,048
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72,853
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||||
Interest and other income – net
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992
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1,663
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1,907
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|
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2,133
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||||
Income before provision for income taxes
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46,603
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|
|
39,157
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|
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83,955
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|
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74,986
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|
||||
Provision for income taxes
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17,100
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|
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12,269
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30,920
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26,171
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|
||||
Net income
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29,503
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26,888
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53,035
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48,815
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Net income (loss) attributable to noncontrolling interests
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|
547
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(11
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)
|
|
679
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|
|
48
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|
||||
Net income attributable to Steven Madden, Ltd.
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$
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28,956
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$
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26,899
|
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$
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52,356
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|
|
$
|
48,767
|
|
|
|
|
|
|
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||||||
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|
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|
||||||
Basic net income per share
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|
$
|
0.67
|
|
|
$
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0.63
|
|
|
$
|
1.20
|
|
|
$
|
1.14
|
|
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|
|
|
|
|
|
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|
||||||||
Diluted net income per share
|
|
$
|
0.65
|
|
|
$
|
0.61
|
|
|
$
|
1.17
|
|
|
$
|
1.11
|
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
|
43,414
|
|
|
42,980
|
|
|
43,449
|
|
|
42,837
|
|
||||
Effect of dilutive securities – options/restricted stock
|
|
1,357
|
|
|
963
|
|
|
1,332
|
|
|
1,075
|
|
||||
Diluted weighted average common shares outstanding
|
|
44,771
|
|
|
43,943
|
|
|
44,781
|
|
|
43,912
|
|
|
|
Three Months Ended
June 30, |
|
Six Months Ended June 30,
|
||||||||||||
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|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Net income
|
|
$
|
29,503
|
|
|
$
|
26,888
|
|
|
$
|
53,035
|
|
|
$
|
48,815
|
|
Other comprehensive (loss) income (net of tax):
|
|
|
|
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
(1,970
|
)
|
|
(81
|
)
|
|
(3,400
|
)
|
|
(93
|
)
|
||||
Cash flow hedges:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
(Loss) gain on foreign currency cash flow hedging derivatives
|
|
(835
|
)
|
|
—
|
|
|
237
|
|
|
—
|
|
||||
Unrealized (loss) gain on marketable securities
|
|
(2,978
|
)
|
|
(162
|
)
|
|
(3,206
|
)
|
|
446
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Total other comprehensive (loss) income (net of tax)
|
|
(5,783
|
)
|
|
(243
|
)
|
|
(6,369
|
)
|
|
353
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income
|
|
23,720
|
|
|
26,645
|
|
|
46,666
|
|
|
49,168
|
|
||||
Comprehensive income (loss) attributable to noncontrolling interests
|
|
547
|
|
|
(11
|
)
|
|
679
|
|
|
48
|
|
||||
|
|
|
|
|
|
|
|
|
||||||||
Comprehensive income attributable to Steven Madden, Ltd.
|
|
$
|
23,173
|
|
|
$
|
26,656
|
|
|
$
|
45,987
|
|
|
$
|
49,120
|
|
|
|
Six Months Ended June 30,
|
||||||
|
|
2013
|
|
2012
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||
Net income
|
|
$
|
53,035
|
|
|
$
|
48,815
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||
Tax benefit from the exercise of options
|
|
(3,678
|
)
|
|
(3,243
|
)
|
||
Depreciation and amortization
|
|
6,601
|
|
|
6,102
|
|
||
Loss on disposal of fixed assets
|
|
914
|
|
|
176
|
|
||
Impairment of note receivable
|
|
—
|
|
|
1,810
|
|
||
Deferred taxes
|
|
622
|
|
|
—
|
|
||
Stock-based compensation
|
|
10,322
|
|
|
7,950
|
|
||
Accrued interest on note receivable – related party
|
|
(19
|
)
|
|
549
|
|
||
Deferred rent expense
|
|
1,132
|
|
|
1,018
|
|
||
Realized gain on sale of marketable securities
|
|
127
|
|
|
(715
|
)
|
||
Changes in:
|
|
|
|
|
|
|
||
Accounts receivable, net of allowances
|
|
(20,451
|
)
|
|
4,195
|
|
||
Due from factor, net of allowances
|
|
(135
|
)
|
|
(35,632
|
)
|
||
Inventories
|
|
(27,624
|
)
|
|
(29,135
|
)
|
||
Prepaid expenses, deposits and other assets
|
|
2,594
|
|
|
(2,514
|
)
|
||
Accounts payable and other accrued expenses
|
|
41,725
|
|
|
43,681
|
|
||
Net cash provided by operating activities
|
|
65,165
|
|
|
43,057
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|
||
Purchases of property and equipment
|
|
(10,659
|
)
|
|
(8,030
|
)
|
||
Purchases of marketable securities
|
|
(46,428
|
)
|
|
(42,729
|
)
|
||
Advance to seller of SM Canada
|
|
—
|
|
|
(3,085
|
)
|
||
Payment of contingent liability
|
|
—
|
|
|
(2,367
|
)
|
||
Sale of marketable securities
|
|
15,717
|
|
|
12,215
|
|
||
Acquisitions, net of cash acquired
|
|
—
|
|
|
(29,367
|
)
|
||
Net cash used for investing activities
|
|
(41,370
|
)
|
|
(73,363
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|
||
Common stock share repurchases for treasury
|
|
(32,763
|
)
|
|
—
|
|
||
Proceeds from exercise of stock options
|
|
4,189
|
|
|
4,950
|
|
||
Tax benefit from the exercise of stock options
|
|
3,678
|
|
|
3,243
|
|
||
Net cash (used for)/provided by financing activities
|
|
(24,896
|
)
|
|
8,193
|
|
||
Net decrease in cash and cash equivalents
|
|
(1,101
|
)
|
|
(22,113
|
)
|
||
Cash and cash equivalents – beginning of period
|
|
168,777
|
|
|
102,830
|
|
||
Cash and cash equivalents – end of period
|
|
$
|
167,676
|
|
|
$
|
80,717
|
|
|
|
June 30,
2013 |
|
December 31,
2012 |
Note receivable from seller of SM Canada (see Note Q)
|
|
$3,085
|
|
$3,085
|
•
|
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.
|
|
|
|
|
June 30, 2013
|
||||||||||||
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents
|
|
$
|
6,508
|
|
|
$
|
6,508
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current marketable securities – available for sale
|
|
22,193
|
|
|
22,193
|
|
|
—
|
|
|
—
|
|
||||
Note receivable – related party
|
|
3,600
|
|
|
—
|
|
|
—
|
|
|
3,600
|
|
||||
Forward contracts
|
|
448
|
|
|
—
|
|
|
448
|
|
|
—
|
|
||||
Note receivable from seller of SM Canada
|
|
3,085
|
|
|
—
|
|
|
—
|
|
|
3,085
|
|
||||
Long-term marketable securities – available for sale
|
|
100,260
|
|
|
100,260
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
|
$
|
136,094
|
|
|
$
|
128,961
|
|
|
$
|
448
|
|
|
$
|
6,685
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration
|
|
$
|
46,810
|
|
|
—
|
|
|
—
|
|
|
$
|
46,810
|
|
||
Total liabilities
|
|
$
|
46,810
|
|
|
—
|
|
|
—
|
|
|
$
|
46,810
|
|
|
|
|
|
December 31, 2012
|
||||||||||||
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
|
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
|
|
|
—
|
|
|
—
|
|
||||
Note receivable – related party
|
|
3,581
|
|
|
—
|
|
|
—
|
|
|
3,581
|
|
||||
Forward contracts
|
|
161
|
|
|
—
|
|
|
161
|
|
|
—
|
|
||||
Note receivable from 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
|
|
Common stock authorized
|
15,644,000
|
|
Stock-based awards, including restricted stock and stock options granted, net of expired or cancelled
|
(12,013,000
|
)
|
|
|
|
Common stock available for grant of stock-based awards as of June 30, 2013
|
3,631,000
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Restricted stock
|
$
|
3,836
|
|
|
$
|
2,407
|
|
|
$
|
7,451
|
|
|
$
|
4,858
|
|
Stock options
|
1,335
|
|
|
1,536
|
|
|
2,871
|
|
|
3,092
|
|
||||
Total
|
$
|
5,171
|
|
|
$
|
3,943
|
|
|
$
|
10,322
|
|
|
$
|
7,950
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Proceeds from stock options exercised
|
$
|
3,538
|
|
|
$
|
1,478
|
|
|
$
|
4,189
|
|
|
$
|
4,950
|
|
Intrinsic value of stock options exercised
|
$
|
8,711
|
|
|
$
|
2,963
|
|
|
$
|
9,439
|
|
|
$
|
8,232
|
|
|
|
2013
|
|
2012
|
Volatility
|
|
36.9% to 44.8%
|
|
41.1% to 47.4%
|
Risk free interest rate
|
|
0.37% to 0.76%
|
|
0.48% to 0.87%
|
Expected life in years
|
|
4.1 to 5.1
|
|
3.1 to 4.6
|
Dividend yield
|
|
0.00%
|
|
0.00%
|
Weighted average fair value
|
|
$14.44
|
|
$14.03
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1, 2013
|
|
2,269,000
|
|
|
$
|
20.57
|
|
|
|
|
|
|
|
Granted
|
|
346,500
|
|
|
44.02
|
|
|
|
|
|
|
||
Exercised
|
|
(284,000
|
)
|
|
14.73
|
|
|
|
|
|
|
||
Cancelled/Forfeited
|
|
(25,000
|
)
|
|
29.99
|
|
|
|
|
|
|
||
Outstanding at June 30, 2013
|
|
2,306,500
|
|
|
$
|
24.77
|
|
|
4.8 years
|
|
$
|
54,625
|
|
Exercisable at June 30, 2013
|
|
1,431,000
|
|
|
$
|
18.78
|
|
|
4.0 years
|
|
$
|
42,360
|
|
|
|
2013
|
|
2012
|
||||||||||
|
|
Number of Shares
|
|
Weighted Average Fair Value at Grant Date
|
|
Number of Shares
|
|
Weighted Average Fair Value at Grant Date
|
||||||
Non-vested at January 1
|
|
2,889,000
|
|
|
$
|
34.74
|
|
|
671,000
|
|
|
$
|
25.44
|
|
Granted
|
|
273,500
|
|
|
43.32
|
|
|
1,140,000
|
|
|
41.13
|
|
||
Vested
|
|
(211,000
|
)
|
|
37.10
|
|
|
(169,000
|
)
|
|
24.80
|
|
||
Forfeited
|
|
(16,000
|
)
|
|
30.81
|
|
|
—
|
|
|
—
|
|
||
Non-vested at June 30
|
|
2,935,500
|
|
|
$
|
36.77
|
|
|
1,642,000
|
|
|
$
|
36.40
|
|
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
|
9,368
|
|
|
|
|
|
|
Net assets acquired
|
$
|
51,844
|
|
|
|
Wholesale
|
|
|
|
|
Net Carrying Amount
|
|||||||||
|
|
Footwear
|
|
Accessories
|
|
Retail
|
|
|||||||||
Balance at January 1, 2013
|
|
$
|
36,390
|
|
|
$
|
49,324
|
|
|
$
|
5,845
|
|
|
$
|
91,559
|
|
Purchase accounting adjustment
|
|
1,686
|
|
|
—
|
|
|
3,496
|
|
|
5,182
|
|
||||
Translation and other
|
|
(188
|
)
|
|
—
|
|
|
(56
|
)
|
|
(244
|
)
|
||||
Balance at June 30, 2013
|
|
$
|
37,888
|
|
|
$
|
49,324
|
|
|
$
|
9,285
|
|
|
$
|
96,497
|
|
|
|
Estimated Lives
|
|
Cost Basis
|
|
Accumulated Amortization (1)
|
|
Net Carrying Amount
|
||||||
Trade names
|
|
6–10 years
|
|
$
|
4,590
|
|
|
$
|
1,839
|
|
|
$
|
2,751
|
|
Customer relationships
|
|
10 years
|
|
27,339
|
|
|
9,092
|
|
|
18,247
|
|
|||
License agreements
|
|
3–6 years
|
|
5,600
|
|
|
5,600
|
|
|
—
|
|
|||
Non-compete agreement
|
|
5 years
|
|
2,440
|
|
|
1,684
|
|
|
756
|
|
|||
Other
|
|
3 years
|
|
14
|
|
|
14
|
|
|
—
|
|
|||
|
|
|
|
39,983
|
|
|
18,229
|
|
|
21,754
|
|
|||
Re-acquired right
|
|
indefinite
|
|
35,200
|
|
|
2,030
|
|
|
33,170
|
|
|||
Trade names
|
|
indefinite
|
|
76,888
|
|
|
—
|
|
|
76,888
|
|
|||
|
|
|
|
$
|
152,071
|
|
|
$
|
20,259
|
|
|
$
|
131,812
|
|
2013 (remaining six months)
|
$
|
1,665
|
|
2014
|
3,263
|
|
|
2015
|
3,081
|
|
|
2016
|
2,777
|
|
|
2017
|
2,537
|
|
|
Thereafter
|
8,431
|
|
|
|
$
|
21,754
|
|
As of and three months ended,
|
|
Wholesale Footwear
|
|
Wholesale Accessories
|
|
Total Wholesale
|
|
Retail
|
|
First Cost
|
|
Licensing
|
|
Corporate
|
|
Consolidated
|
|||||||||||||||
June 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales to external customers
|
|
$
|
199,198
|
|
|
$
|
52,224
|
|
|
$
|
251,422
|
|
|
$
|
46,212
|
|
|
|
|
|
|
|
|
|
|
|
$
|
297,634
|
|
||
Gross profit
|
|
60,989
|
|
|
19,667
|
|
|
80,656
|
|
|
29,922
|
|
|
|
|
|
|
|
|
|
|
|
110,578
|
|
|||||||
Commissions and licensing fees – net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
1,888
|
|
|
$
|
1,811
|
|
|
|
|
|
3,699
|
|
|||||
Income from operations
|
|
27,044
|
|
|
9,394
|
|
|
36,438
|
|
|
5,474
|
|
|
1,888
|
|
|
1,811
|
|
|
|
|
|
45,611
|
|
|||||||
Segment assets
|
|
$
|
538,987
|
|
|
$
|
165,570
|
|
|
704,557
|
|
|
110,196
|
|
|
73,988
|
|
|
—
|
|
|
|
|
|
888,741
|
|
|||||
Capital expenditures
|
|
|
|
|
|
|
|
$
|
2,895
|
|
|
$
|
3,538
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
$
|
6,433
|
|
||
June 30, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales to external customers
|
|
$
|
198,694
|
|
|
$
|
49,439
|
|
|
$
|
248,133
|
|
|
$
|
40,559
|
|
|
|
|
|
|
|
|
|
|
|
$
|
288,692
|
|
||
Gross profit
|
|
59,448
|
|
|
18,955
|
|
|
78,403
|
|
|
25,851
|
|
|
|
|
|
|
|
|
|
|
|
104,254
|
|
|||||||
Commissions and licensing fees – net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
2,412
|
|
|
$
|
1,840
|
|
|
|
|
|
4,252
|
|
|||||
Income from operations
|
|
24,692
|
|
|
8,558
|
|
|
33,250
|
|
|
4,302
|
|
|
2,412
|
|
|
1,840
|
|
|
(4,310
|
)
|
|
37,494
|
|
|||||||
Segment assets
|
|
$
|
487,029
|
|
|
$
|
156,740
|
|
|
643,769
|
|
|
81,682
|
|
|
51,569
|
|
|
—
|
|
|
|
|
|
777,020
|
|
|||||
Capital expenditures
|
|
|
|
|
|
|
|
$
|
1,152
|
|
|
$
|
3,608
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
$
|
4,760
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
As of and six months ended,
|
|
Wholesale Footwear
|
|
Wholesale Accessories
|
|
Total Wholesale
|
|
Retail
|
|
First Cost
|
|
Licensing
|
|
Corporate
|
|
Consolidated
|
|||||||||||||||
June 30, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Net sales to external customers
|
|
$
|
388,379
|
|
|
$
|
96,905
|
|
|
$
|
485,284
|
|
|
$
|
91,266
|
|
|
|
|
|
|
|
|
|
|
|
$
|
576,550
|
|
||
Gross profit (a)
|
|
118,851
|
|
|
37,236
|
|
|
156,087
|
|
|
57,089
|
|
|
|
|
|
|
|
|
|
|
|
213,175
|
|
|||||||
Commissions and licensing fees – net (a)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
4,170
|
|
|
$
|
3,895
|
|
|
|
|
|
8,066
|
|
|||||
Income from operations (a)
|
|
49,626
|
|
|
16,886
|
|
|
66,512
|
|
|
7,473
|
|
|
4,170
|
|
|
3,895
|
|
|
|
|
|
82,048
|
|
|||||||
Segment assets
|
|
$
|
538,987
|
|
|
$
|
165,570
|
|
|
704,557
|
|
|
110,196
|
|
|
73,988
|
|
|
—
|
|
|
|
|
|
888,741
|
|
|||||
Capital expenditures
|
|
|
|
|
|
|
|
$
|
3,822
|
|
|
$
|
6,837
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
$
|
10,659
|
|
||
June 30, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales to external customers
|
|
$
|
390,194
|
|
|
$
|
86,882
|
|
|
$
|
477,076
|
|
|
$
|
77,586
|
|
|
|
|
|
|
|
|
|
|
|
$
|
554,662
|
|
||
Gross profit
|
|
118,176
|
|
|
34,085
|
|
|
152,261
|
|
|
48,086
|
|
|
|
|
|
|
|
|
|
|
|
200,347
|
|
|||||||
Commissions and licensing fees – net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
$
|
4,740
|
|
|
$
|
3,985
|
|
|
|
|
|
8,725
|
|
|||||
Income from operations
|
|
48,180
|
|
|
13,825
|
|
|
62,005
|
|
|
6,433
|
|
|
4,740
|
|
|
3,985
|
|
|
(4,310
|
)
|
|
72,853
|
|
|||||||
Segment assets
|
|
$
|
487,029
|
|
|
$
|
156,740
|
|
|
643,769
|
|
|
81,682
|
|
|
51,569
|
|
|
—
|
|
|
|
|
|
777,020
|
|
|||||
Capital expenditures
|
|
|
|
|
|
|
|
$
|
2,133
|
|
|
$
|
5,897
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
|
$
|
8,030
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
(a) Does not sum do to rounding.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three Months Ended June 30,
|
|
Six Months Ended June 30,
|
||||||||||||
|
|
2013
|
|
2012
|
|
2013
|
|
2012
|
||||||||
Domestic
|
|
$
|
264,817
|
|
|
$
|
267,658
|
|
|
$
|
517,254
|
|
|
$
|
519,303
|
|
International
|
|
32,817
|
|
|
21,034
|
|
|
59,296
|
|
|
35,359
|
|
||||
Total
|
|
$
|
297,634
|
|
|
$
|
288,692
|
|
|
$
|
576,550
|
|
|
$
|
554,662
|
|
|
|
2013
|
|
2012
|
||||||||||
CONSOLIDATED:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
|
$
|
297,634
|
|
|
100.0
|
%
|
|
$
|
288,692
|
|
|
100.0
|
%
|
Cost of sales
|
|
187,056
|
|
|
62.8
|
%
|
|
184,438
|
|
|
63.9
|
%
|
||
Gross profit
|
|
110,578
|
|
|
37.2
|
%
|
|
104,254
|
|
|
36.1
|
%
|
||
Other operating income – net of expenses
|
|
3,699
|
|
|
1.2
|
%
|
|
4,252
|
|
|
1.5
|
%
|
||
Operating expenses
|
|
68,666
|
|
|
23.1
|
%
|
|
66,702
|
|
|
23.1
|
%
|
||
Impairment of note receivable and provision for litigation
|
|
—
|
|
|
—
|
%
|
|
4,310
|
|
|
1.5
|
%
|
||
Income from operations
|
|
45,611
|
|
|
15.3
|
%
|
|
37,494
|
|
|
13.0
|
%
|
||
Interest and other income – net
|
|
992
|
|
|
0.3
|
%
|
|
1,663
|
|
|
0.6
|
%
|
||
Income before income taxes
|
|
46,603
|
|
|
15.7
|
%
|
|
39,157
|
|
|
13.6
|
%
|
||
Net income attributable to Steven Madden, Ltd.
|
|
28,956
|
|
|
9.7
|
%
|
|
26,899
|
|
|
9.3
|
%
|
||
|
|
|
|
|
|
|
|
|
||||||
By Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
WHOLESALE FOOTWEAR SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
|
$
|
199,198
|
|
|
100.0
|
%
|
|
$
|
198,694
|
|
|
100.0
|
%
|
Cost of sales
|
|
138,209
|
|
|
69.4
|
%
|
|
139,246
|
|
|
70.1
|
%
|
||
Gross profit
|
|
60,989
|
|
|
30.6
|
%
|
|
59,448
|
|
|
29.9
|
%
|
||
Operating expenses
|
|
33,946
|
|
|
17.0
|
%
|
|
34,756
|
|
|
17.5
|
%
|
||
Income from operations
|
|
27,044
|
|
|
13.6
|
%
|
|
24,692
|
|
|
12.4
|
%
|
||
|
|
|
|
|
|
|
|
|
||||||
WHOLESALE ACCESSORIES SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
|
$
|
52,224
|
|
|
100.0
|
%
|
|
$
|
49,439
|
|
|
100.0
|
%
|
Cost of sales
|
|
32,557
|
|
|
62.3
|
%
|
|
30,484
|
|
|
61.7
|
%
|
||
Gross profit
|
|
19,667
|
|
|
37.7
|
%
|
|
18,955
|
|
|
38.3
|
%
|
||
Operating expenses
|
|
10,273
|
|
|
19.7
|
%
|
|
10,397
|
|
|
21.0
|
%
|
||
Income from operations
|
|
9,394
|
|
|
18.0
|
%
|
|
8,558
|
|
|
17.3
|
%
|
||
|
|
|
|
|
|
|
|
|
||||||
RETAIL SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
|
$
|
46,212
|
|
|
100.0
|
%
|
|
$
|
40,559
|
|
|
100.0
|
%
|
Cost of sales
|
|
16,290
|
|
|
35.3
|
%
|
|
14,708
|
|
|
36.3
|
%
|
||
Gross profit
|
|
29,922
|
|
|
64.7
|
%
|
|
25,851
|
|
|
63.7
|
%
|
||
Operating expenses
|
|
24,448
|
|
|
52.9
|
%
|
|
21,549
|
|
|
53.1
|
%
|
||
Income from operations
|
|
5,474
|
|
|
11.8
|
%
|
|
4,302
|
|
|
10.6
|
%
|
||
Number of stores
|
|
113
|
|
|
|
|
|
96
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||||
FIRST COST SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Other commission income – net of expenses
|
|
$
|
1,888
|
|
|
100.0
|
%
|
|
$
|
2,412
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
||||||
LICENSING SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Licensing income – net of expenses
|
|
$
|
1,811
|
|
|
100.0
|
%
|
|
$
|
1,840
|
|
|
100.0
|
%
|
|
|
2013
|
|
2012
|
||||||||||
CONSOLIDATED:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
|
$
|
576,550
|
|
|
100.0
|
%
|
|
$
|
554,662
|
|
|
100.0
|
%
|
Cost of sales
|
|
363,375
|
|
|
63.0
|
%
|
|
354,315
|
|
|
63.9
|
%
|
||
Gross profit
|
|
213,175
|
|
|
37.0
|
%
|
|
200,347
|
|
|
36.1
|
%
|
||
Other operating income – net of expenses
|
|
8,066
|
|
|
1.4
|
%
|
|
8,725
|
|
|
1.6
|
%
|
||
Operating expenses
|
|
139,193
|
|
|
24.1
|
%
|
|
131,909
|
|
|
23.8
|
%
|
||
Impairment of note receivable and provision for litigation
|
|
—
|
|
|
—
|
%
|
|
4,310
|
|
|
1.5
|
%
|
||
Income from operations
|
|
82,048
|
|
|
14.2
|
%
|
|
72,853
|
|
|
13.1
|
%
|
||
Interest and other income – net
|
|
1,907
|
|
|
0.3
|
%
|
|
2,133
|
|
|
0.4
|
%
|
||
Income before income taxes
|
|
83,955
|
|
|
14.6
|
%
|
|
74,986
|
|
|
13.5
|
%
|
||
Net income attributable to Steven Madden, Ltd.
|
|
52,356
|
|
|
9.1
|
%
|
|
48,767
|
|
|
8.8
|
%
|
||
|
|
|
|
|
|
|
|
|
||||||
By Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
WHOLESALE FOOTWEAR SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
|
$
|
388,379
|
|
|
100.0
|
%
|
|
$
|
390,194
|
|
|
100.0
|
%
|
Cost of sales
|
|
269,528
|
|
|
69.4
|
%
|
|
272,018
|
|
|
69.7
|
%
|
||
Gross profit
|
|
118,851
|
|
|
30.6
|
%
|
|
118,176
|
|
|
30.3
|
%
|
||
Operating expenses
|
|
69,225
|
|
|
17.8
|
%
|
|
69,996
|
|
|
17.9
|
%
|
||
Income from operations
|
|
49,626
|
|
|
12.8
|
%
|
|
48,180
|
|
|
12.3
|
%
|
||
|
|
|
|
|
|
|
|
|
||||||
WHOLESALE ACCESSORIES SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
|
$
|
96,905
|
|
|
100.0
|
%
|
|
$
|
86,882
|
|
|
100.0
|
%
|
Cost of sales
|
|
59,669
|
|
|
61.6
|
%
|
|
52,797
|
|
|
60.8
|
%
|
||
Gross profit
|
|
37,236
|
|
|
38.4
|
%
|
|
34,085
|
|
|
39.2
|
%
|
||
Operating expenses
|
|
20,350
|
|
|
21.0
|
%
|
|
20,260
|
|
|
23.3
|
%
|
||
Income from operations
|
|
16,886
|
|
|
17.4
|
%
|
|
13,825
|
|
|
15.9
|
%
|
||
|
|
|
|
|
|
|
|
|
||||||
RETAIL SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
|
$
|
91,266
|
|
|
100.0
|
%
|
|
$
|
77,586
|
|
|
100.0
|
%
|
Cost of sales
|
|
34,177
|
|
|
37.4
|
%
|
|
29,500
|
|
|
38.0
|
%
|
||
Gross profit
|
|
57,089
|
|
|
62.6
|
%
|
|
48,086
|
|
|
62.0
|
%
|
||
Operating expenses
|
|
49,616
|
|
|
54.4
|
%
|
|
41,653
|
|
|
53.7
|
%
|
||
Income from operations
|
|
7,473
|
|
|
8.2
|
%
|
|
6,433
|
|
|
8.3
|
%
|
||
Number of stores
|
|
113
|
|
|
|
|
|
96
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||||
FIRST COST SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Other commission income – net of expenses
|
|
$
|
4,170
|
|
|
100.0
|
%
|
|
$
|
4,740
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
||||||
LICENSING SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Licensing income – net of expenses
|
|
$
|
3,895
|
|
|
100.0
|
%
|
|
$
|
3,985
|
|
|
100.0
|
%
|
|
|
Payment due by period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Remainder of
2013
|
|
2014-2015
|
|
2016-2017
|
|
2018 and after
|
||||||||||
Operating lease obligations
|
|
$
|
204,257
|
|
|
$
|
14,834
|
|
|
$
|
57,872
|
|
|
$
|
52,389
|
|
|
$
|
79,162
|
|
Purchase obligations
|
|
245,771
|
|
|
245,771
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Contingent payment liabilities
|
|
46,810
|
|
|
14,258
|
|
|
19,327
|
|
|
13,225
|
|
|
—
|
|
|||||
Other long-term liabilities (future minimum royalty payments)
|
|
2,009
|
|
|
1,159
|
|
|
850
|
|
|
—
|
|
|
—
|
|
|||||
Total
|
|
$
|
498,847
|
|
|
$
|
276,022
|
|
|
$
|
78,049
|
|
|
$
|
65,614
|
|
|
$
|
79,162
|
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as part of Publicly Announced Plans or Programs
|
|
Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
4/1/2013 - 4/30/13
|
49,700
|
|
|
$
|
42.76
|
|
|
49,700
|
|
|
$
|
33,824
|
|
5/1/2013 - 5/31/13
|
166,261
|
|
|
$
|
48.17
|
|
|
166,261
|
|
|
$
|
25,815
|
|
6/1/2013 - 6/30/13
|
239,655
|
|
|
$
|
47.93
|
|
|
239,655
|
|
|
$
|
139,327
|
|
Total
|
455,616
|
|
|
$
|
47.46
|
|
|
455,616
|
|
|
$
|
139,327
|
|
|
|
|
|
|
|
|
|
3.1
|
Certificate of Incorporation of Steven Madden, Ltd.
|
4.1
|
Form of Stock Certificate for shares of Common Stock of Steven Madden, Ltd.
|
31.1
|
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
|
31.2
|
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
|
32.1
|
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*
|
32.2
|
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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text*
|
*
|
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.
|
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
|
3.1
|
Certificate of Incorporation of Steven Madden, Ltd.
|
4.1
|
Form of Stock Certificate for shares of Common Stock of Steven Madden, Ltd.
|
31.1
|
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
|
31.2
|
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
|
32.1
|
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*
|
32.2
|
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 Quarterly Report on Form 10-Q for the quarter ended June 30, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text*
|
*
|
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.
|
I have reviewed this Quarterly Report on Form 10-Q 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
|
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)
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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
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(b)
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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.
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/s/ EDWARD R. ROSENFELD
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Edward R. Rosenfeld
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Chairman and Chief Executive Officer
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August 8, 2013
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1.
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I have reviewed this Quarterly Report on Form 10-Q 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)
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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)
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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)
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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)
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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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(a)
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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
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(b)
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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.
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/s/ ARVIND DHARIA
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Arvind Dharia
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Chief Financial Officer and Chief Accounting Officer
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August 8, 2013
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ EDWARD R. ROSENFELD
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Edward R. Rosenfeld
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Chairman and Chief Executive Officer
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August 8, 2013
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
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/s/ ARVIND DHARIA
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Arvind Dharia
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Chief Financial Officer and Chief Accounting Officer
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August 8, 2013
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