Delaware
|
|
13-3588231
|
(State or other jurisdiction of
|
|
(I.R.S. Employer Identification No.)
|
incorporation or organization)
|
|
|
52-16 Barnett Avenue, Long Island City, New York
|
|
11104
|
(Address of principal executive offices)
|
|
(Zip Code)
|
(718) 446-1800
|
(Registrant’s telephone number, including area code)
|
Large accelerated filer
x
|
Accelerated filer
o
|
Non-accelerated filer
o
(do not check if smaller reporting company)
|
Smaller reporting company
o
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
March 31,
2016 |
|
December 31,
2015 |
|
March 31,
2015 |
||||||
|
|
(unaudited)
|
|
|
|
(unaudited)
|
||||||
ASSETS
|
|
|
|
|
|
|
|
|
|
|||
Current assets:
|
|
|
|
|
|
|
|
|
|
|||
Cash and cash equivalents
|
|
$
|
70,905
|
|
|
$
|
72,414
|
|
|
$
|
50,455
|
|
Accounts receivable, net of allowances of $2,144, $2,306 and $1,050
|
|
28,903
|
|
|
43,173
|
|
|
22,962
|
|
|||
Factor accounts receivable, net of allowances of $18,143, $21,756 and $19,626
|
|
188,233
|
|
|
155,211
|
|
|
192,120
|
|
|||
Inventories
|
|
80,356
|
|
|
102,080
|
|
|
76,029
|
|
|||
Marketable securities – available for sale
|
|
34,419
|
|
|
32,424
|
|
|
27,337
|
|
|||
Prepaid expenses and other current assets
|
|
25,961
|
|
|
20,641
|
|
|
29,176
|
|
|||
Prepaid taxes
|
|
14,548
|
|
|
17,484
|
|
|
11,332
|
|
|||
Deferred taxes
|
|
14,342
|
|
|
14,392
|
|
|
14,094
|
|
|||
Total current assets
|
|
457,667
|
|
|
457,819
|
|
|
423,505
|
|
|||
Notes receivable
|
|
1,238
|
|
|
1,158
|
|
|
1,727
|
|
|||
Note receivable – related party
|
|
2,903
|
|
|
2,990
|
|
|
3,244
|
|
|||
Property and equipment, net
|
|
72,727
|
|
|
72,010
|
|
|
69,262
|
|
|||
Deposits and other
|
|
4,748
|
|
|
5,088
|
|
|
7,593
|
|
|||
Marketable securities – available for sale
|
|
87,575
|
|
|
88,465
|
|
|
90,907
|
|
|||
Goodwill – net
|
|
138,096
|
|
|
137,097
|
|
|
143,719
|
|
|||
Intangibles – net
|
|
150,546
|
|
|
149,758
|
|
|
151,899
|
|
|||
Total Assets
|
|
$
|
915,500
|
|
|
$
|
914,385
|
|
|
$
|
891,856
|
|
LIABILITIES
|
|
|
|
|
|
|
|
|
|
|||
Current liabilities:
|
|
|
|
|
|
|
|
|
|
|||
Accounts payable
|
|
$
|
86,831
|
|
|
$
|
79,790
|
|
|
$
|
99,314
|
|
Accrued expenses
|
|
47,409
|
|
|
72,105
|
|
|
44,421
|
|
|||
Advances from factor
|
|
—
|
|
|
—
|
|
|
9,469
|
|
|||
Contingent payment liability – current portion
|
|
16,351
|
|
|
16,763
|
|
|
11,455
|
|
|||
Accrued incentive compensation
|
|
1,774
|
|
|
6,141
|
|
|
1,864
|
|
|||
Total current liabilities
|
|
152,365
|
|
|
174,799
|
|
|
166,523
|
|
|||
Contingent payment liability
|
|
4,941
|
|
|
8,012
|
|
|
27,605
|
|
|||
Deferred rent
|
|
12,217
|
|
|
12,013
|
|
|
11,673
|
|
|||
Deferred taxes
|
|
39,921
|
|
|
39,410
|
|
|
24,706
|
|
|||
Other liabilities
|
|
2,390
|
|
|
1,488
|
|
|
658
|
|
|||
Total Liabilities
|
|
211,834
|
|
|
235,722
|
|
|
231,165
|
|
|||
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, 135,000 shares authorized, 85,945, 85,263 and 84,882 shares issued, 61,983, 61,693 and 63,582 shares outstanding
|
|
6
|
|
|
6
|
|
|
6
|
|
|||
Additional paid-in capital
|
|
337,850
|
|
|
325,548
|
|
|
304,923
|
|
|||
Retained earnings
|
|
916,801
|
|
|
896,842
|
|
|
803,728
|
|
|||
Accumulated other comprehensive loss
|
|
(24,725
|
)
|
|
(31,413
|
)
|
|
(18,632
|
)
|
|||
Treasury stock – 23,962, 23,570, and 21,300 shares at cost
|
|
(526,613
|
)
|
|
(512,579
|
)
|
|
(429,719
|
)
|
|||
Total Steven Madden, Ltd. stockholders’ equity
|
|
703,319
|
|
|
678,404
|
|
|
660,306
|
|
|||
Non-controlling interests
|
|
347
|
|
|
259
|
|
|
385
|
|
|||
Total stockholders’ equity
|
|
703,666
|
|
|
678,663
|
|
|
660,691
|
|
|||
Total Liabilities and Stockholders’ Equity
|
|
$
|
915,500
|
|
|
$
|
914,385
|
|
|
$
|
891,856
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Net sales
|
|
$
|
329,357
|
|
|
$
|
323,945
|
|
Cost of sales
|
|
213,155
|
|
|
212,567
|
|
||
Gross profit
|
|
116,202
|
|
|
111,378
|
|
||
|
|
|
|
|
||||
Commission and licensing fee income – net
|
|
2,171
|
|
|
3,918
|
|
||
Operating expenses
|
|
(88,493
|
)
|
|
(82,404
|
)
|
||
Impairment charge
|
|
—
|
|
|
(3,045
|
)
|
||
Income from operations
|
|
29,880
|
|
|
29,847
|
|
||
Interest and other (loss) income – net
|
|
(176
|
)
|
|
496
|
|
||
Income before provision for income taxes
|
|
29,704
|
|
|
30,343
|
|
||
Provision for income taxes
|
|
9,505
|
|
|
10,408
|
|
||
Net income
|
|
20,199
|
|
|
19,935
|
|
||
Net income attributable to non-controlling interests
|
|
237
|
|
|
111
|
|
||
Net income attributable to Steven Madden, Ltd.
|
|
$
|
19,962
|
|
|
$
|
19,824
|
|
|
|
|
|
|
||||
|
|
|
|
|
||||
Basic net income per share
|
|
$
|
0.35
|
|
|
$
|
0.33
|
|
|
|
|
|
|
||||
Diluted net income per share
|
|
$
|
0.33
|
|
|
$
|
0.32
|
|
|
|
|
|
|
||||
Basic weighted average common shares outstanding
|
|
57,709
|
|
|
59,605
|
|
||
Effect of dilutive securities – options/restricted stock
|
|
2,061
|
|
|
2,473
|
|
||
Diluted weighted average common shares outstanding
|
|
59,770
|
|
|
62,078
|
|
|
|
Three Months Ended March 31, 2016
|
||||||||||
|
|
Pre-tax amounts
|
|
Tax benefit/(expense)
|
|
After-tax amounts
|
||||||
Net income
|
|
|
|
|
|
$
|
20,199
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
$
|
5,153
|
|
|
$
|
—
|
|
|
5,153
|
|
|
Gain or (loss) on cash flow hedging derivatives
|
|
663
|
|
|
(242
|
)
|
|
421
|
|
|||
Unrealized gain (loss) on marketable securities
|
|
1,754
|
|
|
(640
|
)
|
|
1,114
|
|
|||
Total other comprehensive income (loss)
|
|
$
|
7,570
|
|
|
$
|
(882
|
)
|
|
6,688
|
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
|
|
|
|
26,887
|
|
|||||
Comprehensive income attributable to non-controlling interests
|
|
|
|
|
|
237
|
|
|||||
Comprehensive income attributable to Steven Madden, Ltd.
|
|
|
|
|
|
$
|
26,650
|
|
||||
|
|
|
|
|
|
|
||||||
|
|
Three Months Ended March 31, 2015
|
||||||||||
|
|
Pre-tax amounts
|
|
Tax benefit/(expense)
|
|
After-tax amounts
|
||||||
Net income
|
|
|
|
|
|
$
|
19,935
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
$
|
(5,984
|
)
|
|
$
|
—
|
|
|
(5,984
|
)
|
|
Gain or (loss) on cash flow hedging derivatives
|
|
(680
|
)
|
|
248
|
|
|
(432
|
)
|
|||
Unrealized gain (loss) on marketable securities
|
|
842
|
|
|
(307
|
)
|
|
535
|
|
|||
Total other comprehensive income (loss)
|
|
$
|
(5,822
|
)
|
|
$
|
(59
|
)
|
|
(5,881
|
)
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
|
|
|
|
14,054
|
|
|||||
Comprehensive income attributable to non-controlling interests
|
|
|
|
|
|
111
|
|
|||||
Comprehensive income attributable to Steven Madden, Ltd.
|
|
|
|
|
|
$
|
13,943
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2016
|
|
2015
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||
Net income
|
|
$
|
20,199
|
|
|
$
|
19,935
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Stock-based compensation
|
|
4,927
|
|
|
4,758
|
|
||
Tax benefit from stock-based compensation
|
|
(3,697
|
)
|
|
(8,319
|
)
|
||
Depreciation and amortization
|
|
5,201
|
|
|
4,525
|
|
||
Loss on disposal of fixed assets
|
|
—
|
|
|
609
|
|
||
Impairment charges
|
|
—
|
|
|
3,045
|
|
||
Deferred taxes
|
|
2,485
|
|
|
(1,998
|
)
|
||
Accrued interest on note receivable - related party
|
|
(16
|
)
|
|
(19
|
)
|
||
Deferred rent expense and other liabilities
|
|
204
|
|
|
100
|
|
||
Realized gain (loss) on sale of marketable securities
|
|
(779
|
)
|
|
96
|
|
||
Changes in fair value on contingent liability
|
|
—
|
|
|
427
|
|
||
Changes, net of acquisitions, in:
|
|
|
|
|
||||
Accounts receivable
|
|
14,270
|
|
|
9,140
|
|
||
Factor accounts receivable
|
|
(33,022
|
)
|
|
(29,628
|
)
|
||
Notes receivable - related party
|
|
103
|
|
|
103
|
|
||
Inventories
|
|
21,724
|
|
|
17,149
|
|
||
Prepaid expenses, prepaid taxes, deposits and other
|
|
1,501
|
|
|
(1,564
|
)
|
||
Accounts payable and accrued expenses
|
|
(17,655
|
)
|
|
(16,996
|
)
|
||
Accrued incentive compensation
|
|
(4,367
|
)
|
|
(3,809
|
)
|
||
Other liabilities
|
|
902
|
|
|
—
|
|
||
Net cash provided by (used in) operating activities
|
|
11,980
|
|
|
(2,446
|
)
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|||
Capital expenditures
|
|
(4,384
|
)
|
|
(3,669
|
)
|
||
Purchases of marketable securities
|
|
(3,497
|
)
|
|
(19,090
|
)
|
||
Maturity/sale of marketable securities
|
|
4,534
|
|
|
21,521
|
|
||
Acquisitions, net of cash acquired
|
|
—
|
|
|
(9,129
|
)
|
||
Net cash used in investing activities
|
|
(3,347
|
)
|
|
(10,367
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|||
Proceeds from exercise of stock options
|
|
3,678
|
|
|
16,807
|
|
||
Tax benefit from the exercise of options
|
|
3,697
|
|
|
8,319
|
|
||
Payment of contingent liability
|
|
(3,483
|
)
|
|
—
|
|
||
Common stock purchased for treasury
|
|
(14,034
|
)
|
|
(52,777
|
)
|
||
Advances from factor
|
|
—
|
|
|
9,469
|
|
||
Net cash used in financing activities
|
|
(10,142
|
)
|
|
(18,182
|
)
|
||
Net decrease in cash and cash equivalents
|
|
(1,509
|
)
|
|
(30,995
|
)
|
||
Cash and cash equivalents – beginning of period
|
|
72,414
|
|
|
81,450
|
|
||
Cash and cash equivalents – end of period
|
|
$
|
70,905
|
|
|
$
|
50,455
|
|
|
|
March 31,
2016 |
|
December 31,
2015 |
||||
Note receivable from seller of SM Canada
|
|
$
|
1,238
|
|
|
$
|
1,158
|
|
|
Maturities as of
March 31, 2016 |
|
Maturities as of
December 31, 2015 |
||||||||||||
|
1 Year or Less
|
|
1 to 10 Years
|
|
1 Year or Less
|
|
1 to 10 Years
|
||||||||
Corporate bonds
|
$
|
13,303
|
|
|
$
|
87,575
|
|
|
$
|
11,240
|
|
|
$
|
88,465
|
|
Certificates of deposit
|
21,116
|
|
|
—
|
|
|
21,184
|
|
|
—
|
|
||||
Total
|
$
|
34,419
|
|
|
$
|
87,575
|
|
|
$
|
32,424
|
|
|
$
|
88,465
|
|
•
|
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.
|
|
|
|
|
March 31, 2016
|
||||||||||||
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents
|
|
$
|
2,756
|
|
|
$
|
2,756
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current marketable securities – available for sale
|
|
34,419
|
|
|
34,419
|
|
|
—
|
|
|
—
|
|
||||
Note receivable – related party
|
|
2,903
|
|
|
—
|
|
|
—
|
|
|
2,903
|
|
||||
Note receivable from seller of SM Canada
|
|
1,238
|
|
|
—
|
|
|
—
|
|
|
1,238
|
|
||||
Long-term marketable securities – available for sale
|
|
87,575
|
|
|
87,575
|
|
|
—
|
|
|
—
|
|
||||
Forward contracts
|
|
72
|
|
|
|
|
72
|
|
|
|
||||||
Total assets
|
|
$
|
128,963
|
|
|
$
|
124,750
|
|
|
$
|
72
|
|
|
$
|
4,141
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration
|
|
21,292
|
|
|
—
|
|
|
—
|
|
|
21,292
|
|
||||
Total liabilities
|
|
$
|
21,292
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
21,292
|
|
|
|
|
|
December 31, 2015
|
||||||||||||
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents
|
|
$
|
2,242
|
|
|
$
|
2,242
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current marketable securities – available for sale
|
|
32,424
|
|
|
32,424
|
|
|
—
|
|
|
—
|
|
||||
Note receivable – related party
|
|
2,990
|
|
|
—
|
|
|
—
|
|
|
2,990
|
|
||||
Note receivable from seller of SM Canada
|
|
1,158
|
|
|
—
|
|
|
—
|
|
|
1,158
|
|
||||
Long-term marketable securities – available for sale
|
|
88,465
|
|
|
88,465
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
|
$
|
127,279
|
|
|
$
|
123,131
|
|
|
$
|
—
|
|
|
$
|
4,148
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration
|
|
24,775
|
|
|
—
|
|
|
—
|
|
|
24,775
|
|
||||
Total liabilities
|
|
$
|
24,775
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,775
|
|
Common stock authorized
|
23,466,000
|
|
Stock-based awards, including restricted stock and stock options granted, net of expired or cancelled
|
(19,864,000
|
)
|
Common stock available for grant of stock-based awards as of March 31, 2016
|
3,602,000
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Restricted stock
|
$
|
4,143
|
|
|
$
|
3,760
|
|
Stock options
|
784
|
|
|
998
|
|
||
Total
|
$
|
4,927
|
|
|
$
|
4,758
|
|
|
Three Months Ended March 31,
|
||||||
|
2016
|
|
2015
|
||||
Proceeds from stock options exercised
|
$
|
3,678
|
|
|
$
|
16,807
|
|
Intrinsic value of stock options exercised
|
$
|
11,030
|
|
|
$
|
27,446
|
|
|
|
2016
|
|
2015
|
Volatility
|
|
22.2% to 26.2%
|
|
23.7% to 28.3%
|
Risk free interest rate
|
|
1.20% to 1.73%
|
|
0.99% to 1.60%
|
Expected life in years
|
|
3.8 to 5.0
|
|
4.1 to 5.1
|
Dividend yield
|
|
0.00%
|
|
0.00%
|
Weighted average fair value
|
|
$7.26
|
|
$8.48
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1, 2016
|
|
2,016,000
|
|
|
$
|
23.51
|
|
|
|
|
|
|
|
Granted
|
|
63,500
|
|
|
31.91
|
|
|
|
|
|
|
||
Exercised
|
|
(410,000
|
)
|
|
9.00
|
|
|
|
|
|
|
||
Cancelled/Forfeited
|
|
(16,000
|
)
|
|
29.27
|
|
|
|
|
|
|
||
Outstanding at March 31, 2016
|
|
1,653,500
|
|
|
$
|
27.36
|
|
|
3.4 years
|
|
$
|
16,012
|
|
Exercisable at March 31, 2016
|
|
1,161,000
|
|
|
$
|
24.66
|
|
|
2.8 years
|
|
$
|
14,373
|
|
|
|
2016
|
|
2015
|
||||||||||
|
|
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,
|
|
4,055,000
|
|
|
$
|
25.32
|
|
|
4,067,000
|
|
|
$
|
24.69
|
|
Granted
|
|
273,000
|
|
|
34.06
|
|
|
191,000
|
|
|
35.80
|
|
||
Vested
|
|
(126,000
|
)
|
|
29.51
|
|
|
(135,000
|
)
|
|
21.23
|
|
||
Forfeited
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||
Non-vested at March 31,
|
|
4,202,000
|
|
|
$
|
25.81
|
|
|
4,123,000
|
|
|
$
|
22.84
|
|
Inventory
|
$
|
233
|
|
Trademarks
|
7,196
|
|
|
Total fair value excluding goodwill
|
7,429
|
|
|
Goodwill
|
1,700
|
|
|
|
|
||
Net assets acquired
|
$
|
9,129
|
|
|
|
Wholesale
|
|
|
|
|
Net Carrying Amount
|
|||||||||
|
|
Footwear
|
|
Accessories
|
|
Retail
|
|
|||||||||
Balance at January 1, 2016
|
|
$
|
73,018
|
|
|
$
|
49,324
|
|
|
$
|
14,755
|
|
|
$
|
137,097
|
|
Acquisitions
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Purchase accounting adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Translation and other
|
|
598
|
|
|
—
|
|
|
401
|
|
|
999
|
|
||||
Balance at March 31, 2016
|
|
$
|
73,616
|
|
|
$
|
49,324
|
|
|
$
|
15,156
|
|
|
$
|
138,096
|
|
|
|
Estimated Lives
|
|
Cost Basis
|
|
Accumulated Amortization (1)
|
|
Impairment (2)
|
|
Net Carrying Amount
|
||||||||
Trade names
|
|
6–10 years
|
|
$
|
4,590
|
|
|
$
|
3,026
|
|
|
$
|
—
|
|
|
$
|
1,564
|
|
Customer relationships
|
|
10 years
|
|
41,509
|
|
|
18,477
|
|
|
—
|
|
|
23,032
|
|
||||
License agreements
|
|
3–6 years
|
|
5,600
|
|
|
5,600
|
|
|
—
|
|
|
—
|
|
||||
Non-compete agreement
|
|
5 years
|
|
2,440
|
|
|
2,361
|
|
|
—
|
|
|
79
|
|
||||
Re-acquired right
|
|
2 years
|
|
4,200
|
|
|
2,532
|
|
|
—
|
|
|
1,668
|
|
||||
Other
|
|
3 years
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
58,353
|
|
|
32,010
|
|
|
—
|
|
|
26,343
|
|
||||
Re-acquired right
|
|
indefinite
|
|
35,200
|
|
|
8,285
|
|
|
—
|
|
|
26,915
|
|
||||
Trademarks
|
|
indefinite
|
|
100,333
|
|
|
—
|
|
|
3,045
|
|
|
97,288
|
|
||||
|
|
|
|
$
|
193,886
|
|
|
$
|
40,295
|
|
|
$
|
3,045
|
|
|
$
|
150,546
|
|
2016 (remaining nine months)
|
$
|
4,164
|
|
2017
|
3,327
|
|
|
2018
|
3,192
|
|
|
2019
|
3,118
|
|
|
2020
|
2,307
|
|
|
Thereafter
|
10,235
|
|
|
|
$
|
26,343
|
|
As of and for the three months ended,
|
|
Wholesale Footwear
|
|
Wholesale Accessories
|
|
Total Wholesale
|
|
Retail
|
|
First Cost
|
|
Licensing
|
|
Consolidated
|
||||||||||||||
March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales to external customers
|
|
$
|
228,922
|
|
|
$
|
46,879
|
|
|
$
|
275,801
|
|
|
$
|
53,556
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
329,357
|
|
Gross profit
|
|
70,923
|
|
|
15,204
|
|
|
86,127
|
|
|
30,075
|
|
|
—
|
|
|
—
|
|
|
116,202
|
|
|||||||
Commissions and licensing fees – net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
585
|
|
|
1,586
|
|
|
2,171
|
|
|||||||
Income from operations
|
|
26,252
|
|
|
4,296
|
|
|
30,548
|
|
|
(2,839
|
)
|
|
585
|
|
|
1,586
|
|
|
29,880
|
|
|||||||
Segment assets
|
|
$
|
583,241
|
|
|
$
|
94,178
|
|
|
677,419
|
|
|
156,183
|
|
|
81,898
|
|
|
—
|
|
|
915,500
|
|
|||||
Capital expenditures
|
|
|
|
|
|
|
|
$
|
1,417
|
|
|
$
|
2,967
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,384
|
|
||
March 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales to external customers
|
|
$
|
222,895
|
|
|
$
|
53,317
|
|
|
$
|
276,212
|
|
|
$
|
47,733
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
323,945
|
|
Gross profit
|
|
67,679
|
|
|
17,517
|
|
|
85,196
|
|
|
26,182
|
|
|
—
|
|
|
—
|
|
|
111,378
|
|
|||||||
Commissions and licensing fees – net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,528
|
|
|
2,390
|
|
|
3,918
|
|
|||||||
Income from operations
|
|
21,758
|
|
|
5,647
|
|
|
27,405
|
|
|
(1,476
|
)
|
|
1,528
|
|
|
2,390
|
|
|
29,847
|
|
|||||||
Segment assets
|
|
$
|
566,127
|
|
|
$
|
141,896
|
|
|
708,023
|
|
|
144,744
|
|
|
39,089
|
|
|
—
|
|
|
891,856
|
|
|||||
Capital expenditures
|
|
|
|
|
|
|
|
$
|
2,191
|
|
|
$
|
1,478
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,669
|
|
•
|
net sales
|
•
|
gross profit margin
|
•
|
operating expenses
|
•
|
income from operations
|
•
|
adjusted EBITDA
|
•
|
adjusted EBIT
|
•
|
same store sales
|
•
|
inventory turnover
|
•
|
accounts receivable average collection days
|
•
|
cash flow and liquidity determined by the Company’s working capital and free cash flow
|
•
|
store metrics such as sales per square foot, average unit retail, conversion, average units per transaction, and contribution margin.
|
|
|
Year-To-Date Period Ended ($ in thousands)
|
||||||||||
|
|
March 31, 2016
|
|
December 31, 2015
|
|
March 31, 2015
|
||||||
Net Income
|
|
$
|
20,199
|
|
|
$
|
113,655
|
|
|
$
|
19,935
|
|
Add back:
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
|
9,505
|
|
|
58,811
|
|
|
10,408
|
|
|||
Deduct:
|
|
|
|
|
|
|
||||||
Other (Loss) Income
|
|
(779
|
)
|
|
(1,373
|
)
|
|
96
|
|
|||
Interest, net
|
|
603
|
|
|
2,191
|
|
|
400
|
|
|||
Adjusted EBIT
|
|
29,880
|
|
|
171,648
|
|
|
29,847
|
|
|||
Add back:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
5,201
|
|
|
20,757
|
|
|
4,525
|
|
|||
Loss on disposal of fixed assets
|
|
—
|
|
|
1,780
|
|
|
609
|
|
|||
Adjusted EBITDA
|
|
$
|
35,081
|
|
|
$
|
194,185
|
|
|
$
|
34,981
|
|
|
|
2016
|
|
2015
|
||||||||||
CONSOLIDATED:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
|
$
|
329,357
|
|
|
100.0
|
%
|
|
$
|
323,945
|
|
|
100.0
|
%
|
Cost of sales
|
|
213,155
|
|
|
64.7
|
%
|
|
212,567
|
|
|
65.6
|
%
|
||
Gross profit
|
|
116,202
|
|
|
35.3
|
%
|
|
111,378
|
|
|
34.4
|
%
|
||
Commission and licensing fee income – net of expenses
|
|
2,171
|
|
|
0.7
|
%
|
|
3,918
|
|
|
1.2
|
%
|
||
Operating expenses
|
|
88,493
|
|
|
26.9
|
%
|
|
82,404
|
|
|
25.4
|
%
|
||
Impairment charge
|
|
—
|
|
|
—
|
%
|
|
3,045
|
|
|
0.9
|
%
|
||
Income from operations
|
|
29,880
|
|
|
9.1
|
%
|
|
29,847
|
|
|
9.2
|
%
|
||
Interest and other income – net
|
|
(176
|
)
|
|
(0.1
|
)%
|
|
496
|
|
|
0.2
|
%
|
||
Income before income taxes
|
|
29,704
|
|
|
9.0
|
%
|
|
30,343
|
|
|
9.4
|
%
|
||
Net income attributable to Steven Madden, Ltd.
|
|
19,962
|
|
|
6.1
|
%
|
|
19,824
|
|
|
6.1
|
%
|
||
|
|
|
|
|
|
|
|
|
||||||
By Segment:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
WHOLESALE FOOTWEAR SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
|
$
|
228,922
|
|
|
100.0
|
%
|
|
$
|
222,895
|
|
|
100.0
|
%
|
Cost of sales
|
|
157,999
|
|
|
69.0
|
%
|
|
155,216
|
|
|
69.6
|
%
|
||
Gross profit
|
|
70,923
|
|
|
31.0
|
%
|
|
67,679
|
|
|
30.4
|
%
|
||
Operating expenses
|
|
44,671
|
|
|
19.5
|
%
|
|
42,876
|
|
|
19.2
|
%
|
||
Income from operations - before impairment charges
|
|
26,252
|
|
|
11.5
|
%
|
|
24,803
|
|
|
11.1
|
%
|
||
|
|
|
|
|
|
|
|
|
||||||
WHOLESALE ACCESSORIES SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
|
$
|
46,879
|
|
|
100.0
|
%
|
|
$
|
53,317
|
|
|
100.0
|
%
|
Cost of sales
|
|
31,675
|
|
|
67.6
|
%
|
|
35,800
|
|
|
67.1
|
%
|
||
Gross profit
|
|
15,204
|
|
|
32.4
|
%
|
|
17,517
|
|
|
32.9
|
%
|
||
Operating expenses
|
|
10,908
|
|
|
23.3
|
%
|
|
11,870
|
|
|
22.3
|
%
|
||
Income from operations - before impairment charges
|
|
4,296
|
|
|
9.2
|
%
|
|
5,647
|
|
|
10.6
|
%
|
||
|
|
|
|
|
|
|
|
|
||||||
RETAIL SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
|
$
|
53,556
|
|
|
100.0
|
%
|
|
$
|
47,733
|
|
|
100.0
|
%
|
Cost of sales
|
|
23,481
|
|
|
43.8
|
%
|
|
21,551
|
|
|
45.1
|
%
|
||
Gross profit
|
|
30,075
|
|
|
56.2
|
%
|
|
26,182
|
|
|
54.9
|
%
|
||
Operating expenses
|
|
32,914
|
|
|
61.5
|
%
|
|
27,658
|
|
|
57.9
|
%
|
||
Income (loss) from operations - before impairment charges
|
|
(2,839
|
)
|
|
(5.3
|
)%
|
|
(1,476
|
)
|
|
(3.1
|
)%
|
||
Number of stores
|
|
171
|
|
|
|
|
|
158
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||||
FIRST COST SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Other commission income – net of expenses
|
|
$
|
585
|
|
|
100.0
|
%
|
|
$
|
1,528
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
||||||
LICENSING SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Licensing income – net of expenses
|
|
$
|
1,586
|
|
|
100.0
|
%
|
|
$
|
2,390
|
|
|
100.0
|
%
|
|
|
Payment due by period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Remainder of
2016
|
|
2017-2018
|
|
2019-2020
|
|
2020 and after
|
||||||||||
Operating lease obligations
|
|
$
|
243,644
|
|
|
$
|
29,686
|
|
|
$
|
70,719
|
|
|
$
|
60,637
|
|
|
$
|
82,602
|
|
Purchase obligations
|
|
218,264
|
|
|
218,264
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Contingent payment liabilities
|
|
21,292
|
|
|
13,344
|
|
|
7,948
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities (future minimum royalty payments)
|
|
7,260
|
|
|
750
|
|
|
2,510
|
|
|
2,000
|
|
|
2,000
|
|
|||||
Total
|
|
$
|
490,460
|
|
|
$
|
262,044
|
|
|
$
|
81,177
|
|
|
$
|
62,637
|
|
|
$
|
84,602
|
|
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
|
||||||
1/1/2016 - 1/31/2016
|
740
|
|
|
$
|
30.30
|
|
|
740
|
|
|
$
|
64,105
|
|
2/1/2016 - 2/29/2016
|
2,048
|
|
|
$
|
32.30
|
|
|
2,048
|
|
|
$
|
200,000
|
|
3/1/2016 - 3/31/2016
|
388,897
|
|
|
$
|
35.86
|
|
|
388,897
|
|
|
$
|
186,054
|
|
Total
|
391,685
|
|
|
$
|
35.83
|
|
|
391,685
|
|
|
$
|
186,054
|
|
|
|
|
|
|
|
|
|
10.1
|
First Allonge to Third Amended and Restated Secured Promissory Note made as of April 8, 2016 between Steven H. Madden and the Company†
|
10.2
|
Third Amendment to Third Amended Employment Agreement dated as of April 8, 2016 between Steven Madden and the Company†
|
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 March 31, 2016, 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*
|
†
|
Filed herewith.
|
*
|
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
|
10.1
|
First Allonge to Third Amended and Restated Secured Promissory Note made as of April 8, 2016 between Steven H. Madden and the Company†
|
10.2
|
Third Amendment to Third Amended Employment Agreement dated as of April 8, 2016 between Steven Madden and the Company†
|
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 March 31, 2016, 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*
|
†
|
Filed herewith.
|
*
|
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.
|
|
|
||
|
/s/ Steven H. Madden
|
||
|
STEVEN H. MADDEN
|
||
|
|
||
|
|
|
|
|
STEVEN MADDEN, LTD
.
|
||
|
|
||
|
|
||
|
By:
|
/s/ Arvind Dharia
|
|
|
|
Name: Arvind Dharia
|
|
|
|
Title: Chief Financial Officer
|
|
2012
|
2013
|
2014
|
2015
|
2016-2023
|
Basic Base
Salary
|
$5,416,667
|
$7,416,667
|
$9,666,667
|
$11,916,667
|
$10,697,917
|
Under Additional Restricted Shares Amendment
|
$5,416,667
|
$4,000,000
|
$6,125,000
|
$ 8,250,000
|
$ 7,026,042
|
1.
|
Effective as of the date of this Amendment, the Employment Agreement is amended as follows:
|
a.
|
Section 3 of the Employment Agreement shall be deleted in its entirety and in lieu thereof the following paragraph shall be inserted:
|
2.
|
Except as modified hereby, all other terms and conditions of the Employment Agreement shall remain in full force and effect.
|
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.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ EDWARD R. ROSENFELD
|
Edward R. Rosenfeld
|
Chairman and Chief Executive Officer
|
May 6, 2016
|
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
|
(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
|
May 6, 2016
|
(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
|
May 6, 2016
|
(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
|
May 6, 2016
|