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
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The NASDAQ Stock Market LLC
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Preferred Stock Purchase Rights
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The NASDAQ Stock Market LLC
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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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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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locate and obtain favorable store sites;
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•
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negotiate favorable lease terms;
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•
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hire, train and retain competent store personnel;
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•
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anticipate the preferences of our retail customers in new geographic areas;
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•
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successfully integrate new stores into our existing operations.
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•
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the timing of holidays;
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•
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weather conditions;
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•
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the timing of larger shipments of footwear;
|
•
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market acceptance of our products;
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•
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the mix, pricing and presentation of the products offered and sold;
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•
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the hiring and training of additional personnel;
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•
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inventory write downs for obsolescence;
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•
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the cost of materials;
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•
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the product mix between wholesale, retail and licensing businesses;
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•
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the incurrence of other operating costs; and
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•
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factors beyond our control, such as general economic conditions and actions of competitors.
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Location
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Leased/Owned
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Primary Use
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Approximate Area Square Feet
|
|
Dongguan, Guangdong Province, China
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Leased
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Offices and sample production
|
166,800
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|
Long Island City, NY
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Leased
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Executive offices
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90,000
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Bayonne, NJ
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Leased
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Warehouse
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83,000
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Montreal, Canada
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Leased
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Offices, warehouse
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82,422
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Bellevue, WA
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Leased
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Offices, Topline
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41,500
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New York, NY
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Leased
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Offices and showroom, Accessories
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30,000
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Putian City, Guangdong Province, China
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Leased
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Offices
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13,800
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New York, NY
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Leased
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Showroom
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13,401
|
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Seattle, Washington
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Leased
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Offices and showroom, Dolce Vita
|
10,537
|
|
New York, NY
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Leased
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Offices and showroom, Dolce Vita
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10,000
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Long Island City, NY
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Leased
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Storage
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7,200
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Kwai Chung, Hong Kong
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Leased
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Offices
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3,800
|
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Mexico City, Mexico
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Leased
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Offices, SM Mexico
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3,520
|
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Los Angeles, CA
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Leased
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Showroom, Steven
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2,700
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Long Island City, NY
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Owned
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Other
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2,200
|
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New York, NY
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Leased
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Apartments
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1,800
|
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New York, NY
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Leased
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Office
|
850
|
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Dallas, Texas
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Leased
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Showroom
|
800
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ITEM 5
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MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
High
|
Low
|
|
High
|
Low
|
2016
|
|
|
2015
|
|
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Quarter ended
March 31, 2016
|
$38.48
|
$27.80
|
Quarter ended
March 31, 2015
|
$38.48
|
$29.33
|
Quarter ended
June 30, 2016
|
$38.06
|
$31.68
|
Quarter ended
June 30, 2015
|
$43.47
|
$36.93
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Quarter ended
September 30, 2016
|
$36.97
|
$32.69
|
Quarter ended
September 30, 2015
|
$44.73
|
$35.68
|
Quarter ended
December 31, 2016
|
$40.55
|
$32.30
|
Quarter ended
December 31, 2015
|
$38.76
|
$29.98
|
Period
|
Total Number of Shares Purchased
(1)
|
|
Average Price Paid per Share
(1)
|
|
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
|
||||||
10/1/2016 - 10/31/2016
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
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134,126
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11/1/2016 - 11/30/2016
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67,576
|
|
|
$
|
38.60
|
|
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19,906
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|
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$
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133,374
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12/1/2016 - 12/31/2016
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448,261
|
|
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$
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37.93
|
|
|
421,829
|
|
|
$
|
117,374
|
|
Total
|
515,837
|
|
|
$
|
38.02
|
|
|
441,735
|
|
|
$
|
117,374
|
|
|
|
|
|
|
|
|
|
|
|
|
12/31/2011
|
|
12/31/2012
|
|
12/31/2013
|
|
12/31/2014
|
|
12/31/2015
|
|
12/31/2016
|
Steven Madden, Ltd.
|
$100.00
|
|
$122.52
|
|
$159.09
|
|
$138.39
|
|
$131.39
|
|
$155.43
|
||
Russell 2000 Index
|
$100.00
|
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$116.35
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|
$161.52
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$169.42
|
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$161.95
|
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$196.45
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||
S&P 500 Footwear Index
|
$100.00
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$108.66
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|
$167.88
|
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$207.76
|
|
$272.97
|
|
$224.64
|
||
Peer Group
|
$100.00
|
|
$93.53
|
|
$149.43
|
|
$160.21
|
|
$137.38
|
|
$138.84
|
|
INCOME STATEMENT DATA
Year Ended December 31,
(in thousands, except per share data)
|
||||||||||||||
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Net sales
|
$
|
1,399,551
|
|
$
|
1,405,239
|
|
$
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1,334,951
|
|
$
|
1,314,223
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|
$
|
1,227,072
|
|
Cost of sales
|
877,568
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|
904,747
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|
865,951
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|
831,847
|
|
771,370
|
|
|||||
Gross profit
|
521,983
|
|
500,492
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|
469,000
|
|
482,376
|
|
455,702
|
|
|||||
Commissions and licensing fee income - net
|
11,884
|
|
16,647
|
|
13,723
|
|
15,632
|
|
15,395
|
|
|||||
Operating expenses
|
(364,691
|
)
|
(342,446
|
)
|
(315,081
|
)
|
(295,223
|
)
|
(283,689
|
)
|
|||||
Impairment charges
|
—
|
|
(3,045
|
)
|
—
|
|
983
|
|
(8,432
|
)
|
|||||
Income from operations
|
169,176
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|
171,648
|
|
167,642
|
|
203,768
|
|
178,976
|
|
|||||
Interest income (expense) - net
|
2,488
|
|
2,191
|
|
3,074
|
|
4,100
|
|
3,018
|
|
|||||
Other income (expense) - net
|
(664
|
)
|
(1,373
|
)
|
677
|
|
1,083
|
|
2,193
|
|
|||||
Income before provision for income taxes
|
171,000
|
|
172,466
|
|
171,393
|
|
208,951
|
|
184,187
|
|
|||||
Provision for income taxes
|
49,726
|
|
58,811
|
|
58,764
|
|
75,666
|
|
64,623
|
|
|||||
Net income
|
121,274
|
|
113,655
|
|
112,629
|
|
133,285
|
|
119,564
|
|
|||||
Net (income) loss attributable to non-controlling interests
|
(363
|
)
|
(717
|
)
|
(749
|
)
|
(1,278
|
)
|
62
|
|
|||||
Net income attributable to Steven Madden, Ltd.
|
$
|
120,911
|
|
$
|
112,938
|
|
$
|
111,880
|
|
$
|
132,007
|
|
$
|
119,626
|
|
Basic income per share
|
$2.12
|
$1.91
|
$1.82
|
$2.04
|
$1.85
|
||||||||||
Diluted income per share
|
$2.03
|
$1.85
|
$1.76
|
$1.98
|
$1.81
|
||||||||||
Basic weighted average shares of common stock
|
57,109
|
|
58,997
|
|
61,451
|
|
64,583
|
|
64,529
|
|
|||||
Effect of dilutive securities - options and restricted stock
|
2,447
|
|
2,145
|
|
2,225
|
|
2,253
|
|
1,726
|
|
|||||
Diluted weighted average shares of common stock outstanding
|
59,556
|
|
61,142
|
|
63,676
|
|
66,836
|
|
66,255
|
|
|
BALANCE SHEET DATA
At December 31
,
|
||||||||||||||
|
2016
|
2015
|
2014
|
2013
|
2012
|
||||||||||
Total assets
|
$
|
973,047
|
|
$
|
914,385
|
|
$
|
911,235
|
|
$
|
880,241
|
|
$
|
804,039
|
|
Working capital
|
359,529
|
|
284,178
|
|
266,513
|
|
345,313
|
|
309,861
|
|
|||||
Noncurrent liabilities
|
48,848
|
|
60,923
|
|
64,115
|
|
46,898
|
|
43,161
|
|
|||||
Stockholders' equity
|
$
|
741,072
|
|
$
|
678,663
|
|
$
|
669,529
|
|
$
|
678,840
|
|
$
|
626,400
|
|
•
|
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.
|
|
|
Payment due by period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
2017
|
|
2018 - 2019
|
|
2020 - 2021
|
|
2022 and after
|
||||||||||
Operating lease obligations
|
|
$
|
248,258
|
|
|
$
|
41,281
|
|
|
$
|
73,034
|
|
|
$
|
62,912
|
|
|
$
|
71,031
|
|
Purchase obligations
|
|
200,460
|
|
|
200,460
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Contingent payment liability
|
|
7,948
|
|
|
7,948
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Other long-term liabilities (future minimum royalty payments)
|
|
6,270
|
|
|
1,270
|
|
|
2,000
|
|
|
2,000
|
|
|
1,000
|
|
|||||
Total
|
|
$
|
462,936
|
|
|
$
|
250,959
|
|
|
$
|
75,034
|
|
|
$
|
64,912
|
|
|
$
|
72,031
|
|
ITEM 8
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 10
|
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
|
February 28, 2017
|
Edward R. Rosenfeld
|
|
|
/S/ ARVIND DHARIA
|
Chief Financial Officer and Chief Accounting Officer
|
February 28, 2017
|
Arvind Dharia
|
|
|
/S/ AMELIA NEWTON VARELA
|
President and Director
|
February 28, 2017
|
Amelia Newton Varela
|
|
|
/S/ PETER MIGLIORINI
|
Director
|
February 28, 2017
|
Peter Migliorini
|
|
|
/S/ RICHARD P. RANDALL
|
Director
|
February 28, 2017
|
Richard P. Randall
|
|
|
/S/ RAVI SACHDEV
|
Director
|
February 28, 2017
|
Ravi Sachdev
|
|
|
/S/ THOMAS H. SCHWARTZ
|
Director
|
February 28, 2017
|
Thomas H. Schwartz
|
|
|
/S/ ROSE LYNCH
|
Director
|
February 28, 2017
|
Rose Lynch
|
|
|
/S/ ROBERT SMITH
|
Director
|
February 28, 2017
|
Robert Smith
|
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
Consolidated Balance Sheets
as of December 31, 2016 and 2015
|
|
|
|
Consolidated Statements of Income
for the years ended December 31, 2016, 2015 and 2014
|
|
|
|
Consolidated Statements of Comprehensive Income
for the years ended December 31, 2016, 2015 and 2014
|
|
|
|
Consolidated Statements of Changes in Stockholders' Equity
for the years ended December 31, 2016, 2015 and 2014
|
|
|
|
Consolidated Statements of Cash Flows
for the years ended December 31, 2016, 2015 and 2014
|
|
|
|
|
|
December 31,
|
|
||||||
|
|
2016
|
|
2015
|
|
||||
ASSETS
|
|
|
|
|
|
|
|
||
Current assets:
|
|
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
126,115
|
|
|
$
|
72,414
|
|
|
Accounts receivable, net of allowances of $1,622 and $2,306
|
|
56,790
|
|
|
43,173
|
|
|
||
Factor accounts receivable, net of allowances of $20,209 and $21,756
|
|
144,168
|
|
|
155,211
|
|
|
||
Inventories
|
|
119,824
|
|
|
102,080
|
|
|
||
Marketable securities – available for sale
|
|
39,495
|
|
|
32,424
|
|
|
||
Prepaid expenses and other current assets
|
|
26,351
|
|
|
21,799
|
|
|
||
Prepaid taxes
|
|
15,928
|
|
|
17,484
|
|
|
||
Deferred taxes
|
|
13,985
|
|
|
14,392
|
|
|
||
Total current assets
|
|
542,656
|
|
|
458,977
|
|
|
||
Note receivable – related party
|
|
2,644
|
|
|
2,990
|
|
|
||
Property and equipment, net
|
|
72,381
|
|
|
72,010
|
|
|
||
Deposits and other
|
|
4,710
|
|
|
5,088
|
|
|
||
Marketable securities – available for sale
|
|
70,559
|
|
|
88,465
|
|
|
||
Goodwill – net
|
|
135,711
|
|
|
137,097
|
|
|
||
Intangibles – net
|
|
144,386
|
|
|
149,758
|
|
|
||
Total Assets
|
|
$
|
973,047
|
|
|
$
|
914,385
|
|
|
LIABILITIES
|
|
|
|
|
|
|
|
||
Current liabilities:
|
|
|
|
|
|
|
|
||
Accounts payable
|
|
$
|
80,584
|
|
|
$
|
79,790
|
|
|
Accrued expenses
|
|
86,635
|
|
|
72,105
|
|
|
||
Contingent payment liability – current portion
|
|
7,948
|
|
|
16,763
|
|
|
||
Accrued incentive compensation
|
|
7,960
|
|
|
6,141
|
|
|
||
Total current liabilities
|
|
183,127
|
|
|
174,799
|
|
|
||
Contingent payment liability
|
|
—
|
|
|
8,012
|
|
|
||
Deferred rent
|
|
14,578
|
|
|
12,013
|
|
|
||
Deferred taxes
|
|
31,638
|
|
|
39,410
|
|
|
||
Other liabilities
|
|
2,632
|
|
|
1,488
|
|
|
||
Total Liabilities
|
|
231,975
|
|
|
235,722
|
|
|
||
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, 86,417 and 85,263 shares issued, 60,410 and 61,693 shares outstanding
|
|
6
|
|
|
6
|
|
|
||
Additional paid-in capital
|
|
353,443
|
|
|
325,548
|
|
|
||
Retained earnings
|
|
1,017,753
|
|
|
896,842
|
|
|
||
Accumulated other comprehensive loss
|
|
(31,751
|
)
|
|
(31,413
|
)
|
|
||
Treasury stock – 26,007 and 23,570 shares at cost
|
|
(598,584
|
)
|
|
(512,579
|
)
|
|
||
Total Steven Madden, Ltd. stockholders’ equity
|
|
740,867
|
|
|
678,404
|
|
|
||
Non-controlling interests
|
|
205
|
|
|
259
|
|
|
||
Total stockholders’ equity
|
|
741,072
|
|
|
678,663
|
|
|
||
Total Liabilities and Stockholders’ Equity
|
|
$
|
973,047
|
|
|
$
|
914,385
|
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Net sales
|
|
$
|
1,399,551
|
|
|
$
|
1,405,239
|
|
|
$
|
1,334,951
|
|
Cost of sales
|
|
877,568
|
|
|
904,747
|
|
|
865,951
|
|
|||
Gross profit
|
|
521,983
|
|
|
500,492
|
|
|
469,000
|
|
|||
|
|
|
|
|
|
|
||||||
Commission and licensing fee income – net
|
|
11,884
|
|
|
16,647
|
|
|
13,723
|
|
|||
Operating expenses
|
|
(364,691
|
)
|
|
(342,446
|
)
|
|
(315,081
|
)
|
|||
Impairment charges
|
|
—
|
|
|
(3,045
|
)
|
|
—
|
|
|||
Income from operations
|
|
169,176
|
|
|
171,648
|
|
|
167,642
|
|
|||
Interest income (expense) - net
|
|
2,488
|
|
|
2,191
|
|
|
3,074
|
|
|||
Other (expense) income - net
|
|
(664
|
)
|
|
(1,373
|
)
|
|
677
|
|
|||
Income before provision for income taxes
|
|
171,000
|
|
|
172,466
|
|
|
171,393
|
|
|||
Provision for income taxes
|
|
49,726
|
|
|
58,811
|
|
|
58,764
|
|
|||
Net income
|
|
121,274
|
|
|
113,655
|
|
|
112,629
|
|
|||
Net income attributable to non-controlling interests
|
|
(363
|
)
|
|
(717
|
)
|
|
(749
|
)
|
|||
Net income attributable to Steven Madden, Ltd.
|
|
$
|
120,911
|
|
|
$
|
112,938
|
|
|
$
|
111,880
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
||||||
Basic net income per share
|
|
$
|
2.12
|
|
|
$
|
1.91
|
|
|
$
|
1.82
|
|
|
|
|
|
|
|
|
||||||
Diluted net income per share
|
|
$
|
2.03
|
|
|
$
|
1.85
|
|
|
$
|
1.76
|
|
|
|
|
|
|
|
|
||||||
Basic weighted average common shares outstanding
|
|
57,109
|
|
|
58,997
|
|
|
61,451
|
|
|||
Effect of dilutive securities – options/restricted stock
|
|
2,447
|
|
|
2,145
|
|
|
2,225
|
|
|||
Diluted weighted average common shares outstanding
|
|
59,556
|
|
|
61,142
|
|
|
63,676
|
|
|
|
2016
|
||||||||||
|
|
Pre-tax amounts
|
|
Tax benefit/(expense)
|
|
After-tax amounts
|
||||||
Net income
|
|
|
|
|
|
$
|
121,274
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
$
|
(2,147
|
)
|
|
$
|
—
|
|
|
(2,147
|
)
|
|
Gain or (loss) on cash flow hedging derivatives
|
|
797
|
|
|
(291
|
)
|
|
506
|
|
|||
Unrealized gain (loss) on marketable securities
|
|
2,052
|
|
|
(749
|
)
|
|
1,303
|
|
|||
Total other comprehensive income (loss)
|
|
$
|
702
|
|
|
$
|
(1,040
|
)
|
|
(338
|
)
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
|
|
|
|
|
120,936
|
|
||||
Comprehensive income attributable to non-controlling interests
|
|
|
|
|
|
(363
|
)
|
|||||
Comprehensive income attributable to Steven Madden, Ltd.
|
|
|
|
|
|
$
|
120,573
|
|
||||
|
|
|
|
|
|
|
||||||
|
|
2015
|
||||||||||
|
|
Pre-tax amounts
|
|
Tax benefit/(expense)
|
|
After-tax amounts
|
||||||
Net income
|
|
|
|
|
|
$
|
113,655
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
$
|
(18,734
|
)
|
|
$
|
—
|
|
|
(18,734
|
)
|
|
Gain or (loss) on cash flow hedging derivatives
|
|
1,962
|
|
|
(716
|
)
|
|
1,246
|
|
|||
Unrealized gain (loss) on marketable securities
|
|
(1,847
|
)
|
|
674
|
|
|
(1,173
|
)
|
|||
Total other comprehensive income (loss)
|
|
$
|
(18,619
|
)
|
|
$
|
(42
|
)
|
|
(18,661
|
)
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
|
|
|
|
94,994
|
|
|||||
Comprehensive income attributable to non-controlling interests
|
|
|
|
|
|
(717
|
)
|
|||||
Comprehensive income attributable to Steven Madden, Ltd.
|
|
|
|
|
|
$
|
94,277
|
|
||||
|
|
|
|
|
|
|
||||||
|
|
2014
|
||||||||||
|
|
Pre-tax amounts
|
|
Tax benefit/(expense)
|
|
After-tax amounts
|
||||||
Net income
|
|
|
|
|
|
$
|
112,629
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
$
|
(6,238
|
)
|
|
$
|
—
|
|
|
(6,238
|
)
|
|
Gain or (loss) on cash flow hedging derivatives
|
|
(2,081
|
)
|
|
803
|
|
|
(1,278
|
)
|
|||
Unrealized gain (loss) on marketable securities
|
|
2,362
|
|
|
(921
|
)
|
|
1,441
|
|
|||
Total other comprehensive income (loss)
|
|
$
|
(5,957
|
)
|
|
$
|
(118
|
)
|
|
(6,075
|
)
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
|
|
|
|
106,554
|
|
|||||
Comprehensive income attributable to non-controlling interests
|
|
|
|
|
|
(749
|
)
|
|||||
Comprehensive income attributable to Steven Madden, Ltd.
|
|
|
|
|
|
$
|
105,805
|
|
|
|
Common Stock
|
|
Additional Paid‑in Capital
|
|
Retained Earnings
|
|||||||||
|
|
Shares
|
|
Amount
|
|
||||||||||
Balance - December 31, 2013
|
|
67,336
|
|
|
$
|
7
|
|
|
$
|
247,858
|
|
|
$
|
672,044
|
|
Share repurchases
|
|
(4,261
|
)
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|||
Exercise of stock options
|
|
340
|
|
|
—
|
|
|
4,943
|
|
|
—
|
|
|||
Tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
2,978
|
|
|
—
|
|
|||
Issuance of restricted stock
|
|
210
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
19,260
|
|
|
—
|
|
|||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Unrealized holding gain (loss) on securities (net of tax expense of $921)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash flow hedge (net of tax benefit of $803)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Distributions to non-controlling interests, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Non-controlling investment in JV
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(20
|
)
|
|||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
111,880
|
|
|||
Balance - December 31, 2014
|
|
63,625
|
|
|
6
|
|
|
275,039
|
|
|
783,904
|
|
|||
Share repurchases
|
|
(3,704
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercise of stock options
|
|
1,460
|
|
|
—
|
|
|
21,301
|
|
|
—
|
|
|||
Tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
10,510
|
|
|
—
|
|
|||
Issuance of restricted stock
|
|
312
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
18,698
|
|
|
—
|
|
|||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Unrealized holding gain (loss) on securities (net of tax benefit of $674)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash flow hedge (net of tax expense of $716)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Distributions to non-controlling interests, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Non-controlling investment in JV
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
112,938
|
|
|||
Balance - December 31, 2015
|
|
61,693
|
|
|
6
|
|
|
325,548
|
|
|
896,842
|
|
|||
Share repurchases
|
|
(2,437
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Exercise of stock options
|
|
746
|
|
|
—
|
|
|
10,713
|
|
|
—
|
|
|||
Issuance of restricted stock
|
|
408
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
19,509
|
|
|
—
|
|
|||
Foreign currency translation adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Unrealized holding gain (loss) on securities (net of tax expense of $749)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Cash flow hedge (net of tax expense of $291)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Distributions to non-controlling interests, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Acquisition of minority interest (net of tax benefit of $1,432)
|
|
—
|
|
|
—
|
|
|
(2,327
|
)
|
|
—
|
|
|||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
120,911
|
|
|||
Balance - December 31, 2016
|
|
60,410
|
|
|
$
|
6
|
|
|
$
|
353,443
|
|
|
$
|
1,017,753
|
|
|
|
Accumulated Other Comprehensive Gain (Loss)
|
|
Treasury Stock
|
|
Non-controlling interest
|
|
Total Stockholders' Equity
|
|||||||||||
|
Shares
|
|
Amount
|
|
|||||||||||||||
Balance - December 31, 2013
|
|
$
|
(6,677
|
)
|
|
15,605
|
|
|
$
|
(234,715
|
)
|
|
$
|
323
|
|
|
$
|
678,840
|
|
Share repurchases
|
|
—
|
|
|
4,261
|
|
|
(142,227
|
)
|
|
—
|
|
|
(142,228
|
)
|
||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,943
|
|
||||
Tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,978
|
|
||||
Issuance of restricted stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,260
|
|
||||
Foreign currency translation adjustment
|
|
(6,238
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(6,238
|
)
|
||||
Unrealized holding gain (loss) on securities (net of tax expense of $921)
|
|
1,441
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,441
|
|
||||
Cash flow hedge (net of tax benefit of $803)
|
|
(1,278
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,278
|
)
|
||||
Distributions to non-controlling interests, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(946
|
)
|
|
(946
|
)
|
||||
Non-controlling investment in JV
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148
|
|
|
128
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
749
|
|
|
112,629
|
|
||||
Balance - December 31, 2014
|
|
(12,752
|
)
|
|
19,866
|
|
|
(376,942
|
)
|
|
274
|
|
|
669,529
|
|
||||
Share repurchases
|
|
—
|
|
|
3,704
|
|
|
(135,637
|
)
|
|
—
|
|
|
(135,637
|
)
|
||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
21,301
|
|
||||
Tax benefit from stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,510
|
|
||||
Issuance of restricted stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Stock-based compensation
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
18,698
|
|
||||
Foreign currency translation adjustment
|
|
(18,734
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(18,734
|
)
|
||||
Unrealized holding gain (loss) on securities (net of tax benefit of $674)
|
|
(1,173
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,173
|
)
|
||||
Cash flow hedge (net of tax expense of $716)
|
|
1,246
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,246
|
|
||||
Distributions to non-controlling interests, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(732
|
)
|
|
(732
|
)
|
||||
Non-controlling investment in JV
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
717
|
|
|
113,655
|
|
||||
Balance - December 31, 2015
|
|
(31,413
|
)
|
|
23,570
|
|
|
(512,579
|
)
|
|
259
|
|
|
678,663
|
|
||||
Share repurchases
|
|
—
|
|
|
2,437
|
|
|
(86,005
|
)
|
|
—
|
|
|
(86,005
|
)
|
||||
Exercise of stock options
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
10,713
|
|
||||
Issuance of restricted stock
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Stock-based compensation
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
19,509
|
|
|||||
Foreign currency translation adjustment
|
|
(2,147
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,147
|
)
|
||||
Unrealized holding gain (loss) on securities (net of tax expense of $749)
|
|
1,303
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,303
|
|
||||
Cash flow hedge (net of tax expense of $291)
|
|
506
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
506
|
|
||||
Distributions to non-controlling interests, net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(417
|
)
|
|
(417
|
)
|
||||
Acquisition of minority interest (net of tax benefit of $1,432)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,327
|
)
|
||||
Net income
|
|
—
|
|
|
—
|
|
|
—
|
|
|
363
|
|
|
121,274
|
|
||||
Balance - December 31, 2016
|
|
$
|
(31,751
|
)
|
|
26,007
|
|
|
$
|
(598,584
|
)
|
|
$
|
205
|
|
|
$
|
741,072
|
|
|
|
Years Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
||||
Net income
|
|
$
|
121,274
|
|
|
$
|
113,655
|
|
|
$
|
112,629
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Stock-based compensation
|
|
19,509
|
|
|
18,698
|
|
|
19,260
|
|
|||
Tax benefit from stock-based compensation
|
|
—
|
|
|
(10,510
|
)
|
|
(2,978
|
)
|
|||
Depreciation and amortization
|
|
21,102
|
|
|
20,757
|
|
|
15,077
|
|
|||
Loss on disposal of fixed assets
|
|
652
|
|
|
1,780
|
|
|
291
|
|
|||
Impairment charges
|
|
—
|
|
|
3,045
|
|
|
—
|
|
|||
Deferred taxes
|
|
(6,588
|
)
|
|
7,271
|
|
|
4,583
|
|
|||
Accrued interest on note receivable – related party
|
|
(63
|
)
|
|
(71
|
)
|
|
(156
|
)
|
|||
Deferred rent expense and other liabilities
|
|
2,565
|
|
|
440
|
|
|
2,769
|
|
|||
Realized loss (gain) on sale of marketable securities
|
|
661
|
|
|
(67
|
)
|
|
(677
|
)
|
|||
Change in fair value of contingent liability
|
|
(425
|
)
|
|
(5,576
|
)
|
|
(2,139
|
)
|
|||
Changes, net of acquisitions, in:
|
|
|
|
|
|
|
|
|
||||
Accounts receivable
|
|
(13,617
|
)
|
|
(11,071
|
)
|
|
(144
|
)
|
|||
Factor accounts receivable
|
|
11,043
|
|
|
7,281
|
|
|
3,734
|
|
|||
Notes receivable - related party
|
|
409
|
|
|
409
|
|
|
409
|
|
|||
Inventories
|
|
(17,744
|
)
|
|
(9,403
|
)
|
|
(1,841
|
)
|
|||
Prepaid expenses, prepaid taxes, deposits and other
|
|
(3,461
|
)
|
|
4,784
|
|
|
(294
|
)
|
|||
Accounts payable and accrued expenses
|
|
15,324
|
|
|
(8,643
|
)
|
|
3,777
|
|
|||
Accrued incentive compensation
|
|
1,819
|
|
|
468
|
|
|
(1,910
|
)
|
|||
Other liabilities
|
|
1,144
|
|
|
2,716
|
|
|
(61
|
)
|
|||
Net cash provided by operating activities
|
|
153,604
|
|
|
135,963
|
|
|
152,329
|
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||
Capital expenditures
|
|
(15,897
|
)
|
|
(19,459
|
)
|
|
(18,341
|
)
|
|||
Purchases of marketable securities
|
|
(40,451
|
)
|
|
(48,891
|
)
|
|
(137,348
|
)
|
|||
Repayment of notes receivable
|
|
249
|
|
|
466
|
|
|
893
|
|
|||
Maturity/sale of marketable securities
|
|
52,215
|
|
|
43,353
|
|
|
128,663
|
|
|||
Acquisitions, net of cash acquired
|
|
—
|
|
|
(9,129
|
)
|
|
(81,885
|
)
|
|||
Net cash used in investing activities
|
|
(3,884
|
)
|
|
(33,660
|
)
|
|
(108,018
|
)
|
|||
|
|
|
|
|
|
|
||||||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||
Proceeds from exercise of stock options
|
|
10,713
|
|
|
21,301
|
|
|
4,943
|
|
|||
Purchase of noncontrolling interest
|
|
(3,759
|
)
|
|
—
|
|
|
—
|
|
|||
Tax benefit from the exercise of options
|
|
—
|
|
|
10,510
|
|
|
2,978
|
|
|||
Payment of contingent liability
|
|
(16,402
|
)
|
|
(6,270
|
)
|
|
(8,475
|
)
|
|||
Common stock purchased for treasury
|
|
(86,005
|
)
|
|
(135,637
|
)
|
|
(142,228
|
)
|
|||
Net cash used by financing activities
|
|
(95,453
|
)
|
|
(110,096
|
)
|
|
(142,782
|
)
|
|||
Effect of exchange rate changes on cash and cash equivalents
|
|
(566
|
)
|
|
(1,243
|
)
|
|
(354
|
)
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
53,701
|
|
|
(9,036
|
)
|
|
(98,825
|
)
|
|||
Cash and cash equivalents – beginning of year
|
|
72,414
|
|
|
81,450
|
|
|
180,275
|
|
|||
Cash and cash equivalents – end of year
|
|
$
|
126,115
|
|
|
$
|
72,414
|
|
|
$
|
81,450
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||||||
Cash paid during the year for:
|
|
|
|
|
|
|
||||||
Interest
|
|
$
|
520
|
|
|
$
|
469
|
|
|
$
|
211
|
|
Income taxes
|
|
$
|
55,384
|
|
|
$
|
39,424
|
|
|
$
|
49,829
|
|
|
Maturities as of
December 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
|
$
|
11,527
|
|
|
$
|
70,559
|
|
|
$
|
11,240
|
|
|
$
|
88,465
|
|
Certificates of deposit
|
27,968
|
|
|
—
|
|
|
21,184
|
|
|
—
|
|
||||
Total
|
$
|
39,495
|
|
|
$
|
70,559
|
|
|
$
|
32,424
|
|
|
$
|
88,465
|
|
|
|
2016
|
|
2015
|
||||
Currency translation adjustment
|
|
$
|
(31,634
|
)
|
|
$
|
(29,487
|
)
|
Cash flow hedges, net of tax
|
|
191
|
|
|
(315
|
)
|
||
Unrealized loss on securities, net of tax
|
|
(308
|
)
|
|
(1,611
|
)
|
||
Accumulated other comprehensive loss
|
|
$
|
(31,751
|
)
|
|
$
|
(31,413
|
)
|
Inventory
|
$
|
233
|
|
Other liabilities
|
(308
|
)
|
|
Trademarks
|
7,196
|
|
|
Total fair value excluding goodwill
|
7,121
|
|
|
Goodwill
|
2,008
|
|
|
|
|
||
Net assets acquired
|
$
|
9,129
|
|
•
|
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, 2016
|
||||||||||||
|
|
|
|
Fair Value Measurements
Using Fair Value Hierarchy
|
||||||||||||
|
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents
|
|
$
|
3,309
|
|
|
$
|
3,309
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current marketable securities – available for sale
|
|
39,495
|
|
|
39,495
|
|
|
—
|
|
|
—
|
|
||||
Long-term marketable securities – available for sale
|
|
70,559
|
|
|
70,559
|
|
|
—
|
|
|
—
|
|
||||
Forward contracts
|
|
191
|
|
|
—
|
|
|
191
|
|
|
—
|
|
||||
Total assets
|
|
$
|
113,554
|
|
|
$
|
113,363
|
|
|
$
|
191
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration
|
|
$
|
7,948
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,948
|
|
Total liabilities
|
|
$
|
7,948
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,948
|
|
|
|
|
|
December 31, 2015
|
||||||||||||
|
|
|
|
Fair Value Measurements
Using Fair Value Hierarchy
|
||||||||||||
|
|
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
|
|
|
—
|
|
|
—
|
|
||||
Long-term marketable securities – available for sale
|
|
88,465
|
|
|
88,465
|
|
|
—
|
|
|
—
|
|
||||
Total assets
|
|
$
|
123,131
|
|
|
$
|
123,131
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration
|
|
24,775
|
|
|
—
|
|
|
—
|
|
|
24,775
|
|
||||
Total liabilities
|
|
$
|
24,775
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
24,775
|
|
|
Balance at January 1,
|
|
Payments
|
|
Accrued Interest
|
|
Acquisitions
|
|
Change in estimate
|
|
Foreign Currency Translation
|
|
Balance at December 31,
|
|||||||
2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Contingent consideration
|
$
|
24,775
|
|
|
(16,402
|
)
|
|
|
|
|
|
(425
|
)
|
|
—
|
|
|
$
|
7,948
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Contingent consideration
|
$
|
38,633
|
|
|
(6,270
|
)
|
|
|
|
|
|
(5,576
|
)
|
|
(2,012
|
)
|
|
$
|
24,775
|
|
|
|
|
December 31,
|
||||||
|
Average Useful Life
|
|
2016
|
|
2015
|
||||
Land and building
|
|
|
$
|
767
|
|
|
$
|
767
|
|
Leasehold improvements
|
|
|
79,165
|
|
|
76,844
|
|
||
Machinery and equipment
|
10 years
|
|
11,112
|
|
|
8,557
|
|
||
Furniture and fixtures
|
5 years
|
|
8,881
|
|
|
7,769
|
|
||
Computer equipment and software
|
3 to 5 years
|
|
57,855
|
|
|
50,861
|
|
||
|
|
|
157,780
|
|
|
144,798
|
|
||
Less accumulated depreciation and amortization
|
|
|
(85,399
|
)
|
|
(72,788
|
)
|
||
Property and equipment - net
|
|
|
$
|
72,381
|
|
|
$
|
72,010
|
|
|
|
2016
|
||||||||||||||||
|
|
Estimated Lives
|
|
Cost Basis
|
|
Accumulated Amortization (1)
|
|
Impairment (2)
|
|
Net Carrying Amount
|
||||||||
Trade names
|
|
6–10 years
|
|
$
|
4,590
|
|
|
$
|
3,335
|
|
|
$
|
—
|
|
|
$
|
1,255
|
|
Customer relationships
|
|
10 years
|
|
41,509
|
|
|
21,341
|
|
|
—
|
|
|
20,168
|
|
||||
License agreements
|
|
3–6 years
|
|
5,600
|
|
|
5,600
|
|
|
—
|
|
|
—
|
|
||||
Non-compete agreement
|
|
5 years
|
|
2,440
|
|
|
2,426
|
|
|
—
|
|
|
14
|
|
||||
Re-acquired right
|
|
2 years
|
|
4,200
|
|
|
4,200
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
3 years
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
58,353
|
|
|
36,916
|
|
|
—
|
|
|
21,437
|
|
||||
Re-acquired right
|
|
indefinite
|
|
35,200
|
|
|
9,539
|
|
|
—
|
|
|
25,661
|
|
||||
Trade names
|
|
indefinite
|
|
100,333
|
|
|
—
|
|
|
3,045
|
|
|
97,288
|
|
||||
|
|
|
|
$
|
193,886
|
|
|
$
|
46,455
|
|
|
$
|
3,045
|
|
|
$
|
144,386
|
|
(1) Includes the effect of foreign currency translation related primarily to the changes in the Canadian dollar and Mexican peso in relation to the U.S. dollar.
(2) An impairment charge of $3,045 was recorded in the first quarter of 2015 related to the Company's Wild Pair trademark. The impairment was triggered by a loss of future anticipated cash flows from a significant customer.
|
2017
|
$
|
3,216
|
|
2018
|
3,085
|
|
|
2019
|
3,014
|
|
|
2020
|
2,230
|
|
|
2021
|
1,564
|
|
|
Thereafter
|
8,328
|
|
|
Total
|
$
|
21,437
|
|
Common stock authorized
|
23,466,000
|
|
Stock-based awards, including restricted stock and stock options granted, net of expired or cancelled
|
(20,315,000
|
)
|
Common stock available for grant of stock-based awards as of December 31, 2016
|
3,151,000
|
|
|
|
2016
|
|
2015
|
|
2014
|
Volatility
|
|
22% to 26%
|
|
22% to 28%
|
|
27% to 32%
|
Risk-free interest rate
|
|
0.86% to 1.90%
|
|
0.99% to 1.60%
|
|
1.06% to 1.80%
|
Expected life in years
|
|
3 to 5
|
|
3 to 5
|
|
3 to 5
|
Dividend yield
|
|
0.00%
|
|
0.00%
|
|
0.00%
|
Weighted average fair value
|
|
$7.11
|
|
$8.81
|
|
$9.90
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1, 2014
|
|
3,373,000
|
|
|
$
|
17.01
|
|
|
|
|
|
|
|
Granted
|
|
489,500
|
|
|
34.69
|
|
|
|
|
|
|
||
Exercised
|
|
(340,000
|
)
|
|
14.57
|
|
|
|
|
|
|
||
Expired/Forfeited
|
|
(94,500
|
)
|
|
28.77
|
|
|
|
|
|
|
||
Outstanding at December 31, 2014
|
|
3,428,000
|
|
|
19.48
|
|
|
|
|
|
|||
Granted
|
|
69,000
|
|
|
36.59
|
|
|
|
|
|
|||
Exercised
|
|
(1,460,000
|
)
|
|
14.59
|
|
|
|
|
|
|||
Expired/Forfeited
|
|
(21,000
|
)
|
|
28.49
|
|
|
|
|
|
|||
Outstanding at December 31, 2015
|
|
2,016,000
|
|
|
23.51
|
|
|
|
|
|
|||
Granted
|
|
262,000
|
|
|
33.86
|
|
|
|
|
|
|||
Exercised
|
|
(746,000
|
)
|
|
14.36
|
|
|
|
|
|
|||
Expired/Forfeited
|
|
(33,000
|
)
|
|
30.59
|
|
|
|
|
|
|||
Outstanding at December 31, 2016
|
|
1,499,000
|
|
|
$
|
29.72
|
|
|
3.3 years
|
|
$
|
9,042
|
|
Exercisable at December 31, 2016
|
|
902,000
|
|
|
$
|
27.02
|
|
|
2.5 years
|
|
$
|
7,873
|
|
|
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
|
||
$14.99 to $20.07
|
323,167
|
|
|
1.0
|
|
$17.34
|
|
323,167
|
|
|
$17.34
|
$21.17 to $26.95
|
7,750
|
|
|
2.4
|
|
23.95
|
|
7,750
|
|
|
23.95
|
$27.03 to $30.72
|
377,444
|
|
|
3.1
|
|
29.33
|
|
246,885
|
|
|
29.24
|
$31.35 to $36.59
|
722,133
|
|
|
4.3
|
|
34.72
|
|
296,293
|
|
|
34.76
|
$36.68 to $41.95
|
68,506
|
|
|
4.2
|
|
38.18
|
|
27,905
|
|
|
38.15
|
|
1,499,000
|
|
|
3.3
|
|
$29.72
|
|
902,000
|
|
|
$27.02
|
|
|
Number of Shares
|
|
Weighted Average Fair Value at Grant Date
|
|||
Outstanding at January 1, 2014
|
|
4,257,000
|
|
|
$
|
24.24
|
|
Granted
|
|
182,000
|
|
|
34.88
|
|
|
Vested
|
|
(345,000
|
)
|
|
24.11
|
|
|
Forfeited
|
|
(27,000
|
)
|
|
29.34
|
|
|
Outstanding at December 31, 2014
|
|
4,067,000
|
|
|
24.69
|
|
|
Granted
|
|
361,000
|
|
|
35.71
|
|
|
Vested
|
|
(304,000
|
)
|
|
23.24
|
|
|
Forfeited
|
|
(69,000
|
)
|
|
34.23
|
|
|
Outstanding at December 31, 2015
|
|
4,055,000
|
|
|
25.32
|
|
|
Granted
|
|
434,000
|
|
|
34.30
|
|
|
Vested
|
|
(276,000
|
)
|
|
30.28
|
|
|
Forfeited
|
|
(22,000
|
)
|
|
33.45
|
|
|
Outstanding at December 31, 2016
|
|
4,191,000
|
|
|
$
|
25.93
|
|
|
|
|
|
|
2017
|
$
|
41,281
|
|
2018
|
37,798
|
|
|
2019
|
35,236
|
|
|
2020
|
33,703
|
|
|
2021
|
29,209
|
|
|
Thereafter
|
71,031
|
|
|
Total
|
$
|
248,258
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic
|
$
|
110,526
|
|
|
$
|
81,785
|
|
|
$
|
85,988
|
|
Foreign
|
60,474
|
|
|
90,681
|
|
|
85,405
|
|
|||
|
$
|
171,000
|
|
|
$
|
172,466
|
|
|
$
|
171,393
|
|
|
2016
|
|
2015
|
|
2014
|
||||||
Current:
|
|
|
|
|
|
||||||
Federal
|
$
|
47,655
|
|
|
$
|
24,838
|
|
|
$
|
29,933
|
|
State and local
|
6,063
|
|
|
4,136
|
|
|
4,244
|
|
|||
Foreign
|
3,270
|
|
|
13,960
|
|
|
15,167
|
|
|||
|
56,988
|
|
|
42,934
|
|
|
49,344
|
|
|||
Deferred:
|
|
|
|
|
|
||||||
Federal
|
(7,050
|
)
|
|
16,976
|
|
|
10,229
|
|
|||
State and local
|
153
|
|
|
1,961
|
|
|
(2,014
|
)
|
|||
Foreign
|
(365
|
)
|
|
(3,060
|
)
|
|
1,205
|
|
|||
|
(7,262
|
)
|
|
15,877
|
|
|
9,420
|
|
|||
|
$
|
49,726
|
|
|
$
|
58,811
|
|
|
$
|
58,764
|
|
|
December 31,
|
|||||||
|
2016
|
|
2015
|
|
2014
|
|||
Income taxes at federal statutory rate
|
35.0
|
%
|
|
35.0
|
%
|
|
35.0
|
%
|
Effects of foreign operations
|
(5.3
|
)
|
|
(3.6
|
)
|
|
(2.7
|
)
|
Stock-based compensation
|
(3.0
|
)
|
|
—
|
|
|
—
|
|
State and local income taxes - net of federal income tax benefit
|
2.0
|
|
|
1.7
|
|
|
1.1
|
|
Nondeductible items
|
0.2
|
|
|
0.1
|
|
|
0.2
|
|
Valuation allowance (reversal)
|
—
|
|
|
—
|
|
|
(0.1
|
)
|
Other
|
0.2
|
|
|
0.9
|
|
|
0.8
|
|
Effective rate
|
29.1
|
%
|
|
34.1
|
%
|
|
34.3
|
%
|
|
December 31,
|
||||||
|
2016
|
|
2015
|
||||
Current deferred tax assets (liabilities):
|
|
|
|
||||
Receivable allowances
|
$
|
8,800
|
|
|
$
|
7,932
|
|
Inventory
|
2,202
|
|
|
2,237
|
|
||
Unrealized loss
|
—
|
|
|
1,096
|
|
||
Accrued expenses
|
751
|
|
|
796
|
|
||
Other
|
2,232
|
|
|
2,331
|
|
||
Gross current deferred tax assets
|
13,985
|
|
|
14,392
|
|
||
|
|
|
|
||||
Non-current deferred tax assets (liabilities)
|
|
|
|
||||
Depreciation and amortization
|
(19,264
|
)
|
|
(16,045
|
)
|
||
Deferred compensation
|
17,569
|
|
|
14,936
|
|
||
Unremitted earnings of foreign subsidiaries
|
(31,262
|
)
|
|
(39,494
|
)
|
||
Deferred rent
|
5,327
|
|
|
4,585
|
|
||
Amortization of goodwill
|
(6,640
|
)
|
|
(3,749
|
)
|
||
Unrealized loss
|
177
|
|
|
(80
|
)
|
||
Net carryforwards
|
1,172
|
|
|
—
|
|
||
Other
|
1,283
|
|
|
437
|
|
||
|
(31,638
|
)
|
|
(39,410
|
)
|
||
Net deferred tax (liabilities)
|
$
|
(17,653
|
)
|
|
$
|
(25,018
|
)
|
(a)
|
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
|
(b)
|
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.
|
|
Balance at Beginning of Year
|
|
Additions
|
|
Deductions
|
|
Balance at End of Year
|
||||||||
Year ended December 31, 2016
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
$
|
200
|
|
|
$
|
5
|
|
|
$
|
61
|
|
|
$
|
144
|
|
Allowance for chargebacks
|
19,040
|
|
|
67,649
|
|
|
67,551
|
|
|
19,138
|
|
||||
Returns
|
4,822
|
|
|
5,169
|
|
|
7,442
|
|
|
2,549
|
|
||||
Year ended December 31, 2015
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
203
|
|
|
162
|
|
|
165
|
|
|
200
|
|
||||
Allowance for chargebacks
|
18,199
|
|
|
76,085
|
|
|
75,244
|
|
|
19,040
|
|
||||
Returns*
|
5,160
|
|
|
5,868
|
|
|
6,206
|
|
|
4,822
|
|
||||
Year ended December 31, 2014
|
|
|
|
|
|
|
|
||||||||
Allowance for doubtful accounts
|
119
|
|
|
234
|
|
|
150
|
|
|
203
|
|
||||
Allowance for chargebacks
|
17,040
|
|
|
52,265
|
|
|
51,106
|
|
|
18,199
|
|
||||
Returns*
|
$
|
3,253
|
|
|
$
|
5,648
|
|
|
$
|
3,741
|
|
|
$
|
5,160
|
|
|
|
|
|
|
|
|
|
||||||||
* The return reserve does not take into consideration the Company's ability to resell returned products.
|
Year ended
|
|
Wholesale Footwear
|
|
Wholesale Accessories
|
|
Total Wholesale
|
|
Retail
|
|
First Cost
|
|
Licensing
|
|
Corporate
|
|
Consolidated
|
||||||||||||||||
December 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Net sales
|
|
$
|
881,864
|
|
|
$
|
254,931
|
|
|
$
|
1,136,795
|
|
|
$
|
262,756
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,399,551
|
|
Gross profit
|
|
279,836
|
|
|
84,421
|
|
|
364,257
|
|
|
157,726
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
521,983
|
|
||||||||
Commissions and licensing fees – net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,824
|
|
|
8,060
|
|
|
—
|
|
|
11,884
|
|
||||||||
Income from operations
|
|
101,214
|
|
|
39,032
|
|
|
140,246
|
|
|
17,046
|
|
|
3,824
|
|
|
8,060
|
|
|
—
|
|
|
169,176
|
|
||||||||
Depreciation and amortization
|
|
|
|
|
|
11,734
|
|
|
9,087
|
|
|
281
|
|
|
—
|
|
|
—
|
|
|
21,102
|
|
||||||||||
Segment assets
|
|
$
|
611,145
|
|
|
$
|
235,677
|
|
|
846,822
|
|
|
118,168
|
|
|
8,057
|
|
|
—
|
|
|
—
|
|
|
973,047
|
|
||||||
Capital expenditures
|
|
|
|
|
|
$
|
5,990
|
|
|
$
|
9,907
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
15,897
|
|
||||
December 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net sales
|
|
$
|
898,364
|
|
|
$
|
266,563
|
|
|
$
|
1,164,927
|
|
|
$
|
240,312
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,405,239
|
|
Gross profit
|
|
265,822
|
|
|
88,361
|
|
|
354,183
|
|
|
146,309
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500,492
|
|
||||||||
Commissions and licensing fees – net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,795
|
|
|
9,852
|
|
|
$
|
—
|
|
|
16,647
|
|
|||||||
Income from operations
|
|
95,621
|
|
|
39,678
|
|
|
135,299
|
|
|
19,702
|
|
|
6,795
|
|
|
9,852
|
|
|
—
|
|
|
171,648
|
|
||||||||
Depreciation and amortization
|
|
|
|
|
|
12,624
|
|
|
7,897
|
|
|
236
|
|
|
—
|
|
|
—
|
|
|
20,757
|
|
||||||||||
Segment assets
|
|
$
|
581,725
|
|
|
$
|
209,213
|
|
|
790,938
|
|
|
107,661
|
|
|
15,786
|
|
|
—
|
|
|
—
|
|
|
914,385
|
|
||||||
Capital expenditures
|
|
|
|
|
|
$
|
7,237
|
|
|
$
|
12,222
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
19,459
|
|
||||
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||
Net sales
|
|
$
|
881,041
|
|
|
$
|
246,608
|
|
|
$
|
1,127,649
|
|
|
$
|
207,302
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,334,951
|
|
Gross profit
|
|
259,764
|
|
|
84,640
|
|
|
344,404
|
|
|
124,596
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
469,000
|
|
||||||||
Commissions and licensing fees – net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,438
|
|
|
7,285
|
|
|
—
|
|
|
13,723
|
|
||||||||
Income from operations
|
|
105,593
|
|
|
38,773
|
|
|
144,366
|
|
|
9,553
|
|
|
6,438
|
|
|
7,285
|
|
|
—
|
|
|
167,642
|
|
||||||||
Depreciation and amortization
|
|
|
|
|
|
7,963
|
|
|
6,887
|
|
|
227
|
|
|
—
|
|
|
—
|
|
|
15,077
|
|
||||||||||
Segment assets
|
|
$
|
581,799
|
|
|
$
|
210,250
|
|
|
792,049
|
|
|
104,744
|
|
|
14,442
|
|
|
—
|
|
|
—
|
|
|
911,235
|
|
||||||
Capital expenditures
|
|
|
|
|
|
$
|
10,188
|
|
|
$
|
8,153
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
18,341
|
|
|
|
Year Ended December 31,
|
||||||||||
|
|
2016
|
|
2015
|
|
2014
|
||||||
Domestic (a)
|
|
$
|
1,258,983
|
|
|
$
|
1,255,668
|
|
|
$
|
1,221,771
|
|
International
|
|
140,568
|
|
|
149,571
|
|
|
113,180
|
|
|||
Total
|
|
$
|
1,399,551
|
|
|
$
|
1,405,239
|
|
|
$
|
1,334,951
|
|
(a) Includes revenues of $315,566, $329,089 and $323,342 for the years ended 2016, 2015 and 2014 related to sales to U.S. customers where the title is transferred outside the U.S. and the sale is recorded by our International subsidiary.
|
|
March 31,
|
|
June 30,
|
|
September 30,
|
|
December 31,
|
||||||||
2016:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
329,357
|
|
|
$
|
325,402
|
|
|
$
|
408,384
|
|
|
$
|
336,408
|
|
Cost of sales
|
213,155
|
|
|
204,357
|
|
|
253,876
|
|
|
206,180
|
|
||||
Gross profit
|
116,202
|
|
|
121,045
|
|
|
154,508
|
|
|
130,228
|
|
||||
Commissions, royalty and licensing fee income - net
|
2,171
|
|
|
2,826
|
|
|
5,358
|
|
|
1,529
|
|
||||
Net income attributable to Steven Madden, Ltd.
|
$
|
23,659
|
|
|
$
|
24,737
|
|
|
$
|
43,767
|
|
|
$
|
28,748
|
|
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.41
|
|
|
$
|
0.43
|
|
|
$
|
0.77
|
|
|
$
|
0.51
|
|
Diluted
|
$
|
0.39
|
|
|
$
|
0.41
|
|
|
$
|
0.74
|
|
|
$
|
0.49
|
|
2015:
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
323,945
|
|
|
$
|
323,582
|
|
|
$
|
413,462
|
|
|
$
|
344,250
|
|
Cost of sales
|
212,567
|
|
|
207,436
|
|
|
264,691
|
|
|
220,053
|
|
||||
Gross profit
|
111,378
|
|
|
116,146
|
|
|
148,771
|
|
|
124,197
|
|
||||
Commissions, royalty and licensing fee income - net
|
3,918
|
|
|
3,127
|
|
|
6,643
|
|
|
2,959
|
|
||||
Net income attributable to Steven Madden, Ltd.
|
$
|
19,824
|
|
|
$
|
24,503
|
|
|
$
|
42,885
|
|
|
$
|
25,726
|
|
Net income per share:
|
|
|
|
|
|
|
|
||||||||
Basic
|
$
|
0.33
|
|
|
$
|
0.41
|
|
|
$
|
0.73
|
|
|
$
|
0.44
|
|
Diluted
|
$
|
0.32
|
|
|
$
|
0.40
|
|
|
$
|
0.70
|
|
|
$
|
0.43
|
|
2.01
|
Stock Purchase Agreement dated August 13, 2014 among the Company, Dolce Vita Holdings, Inc., Evangelos C. Lamprou and Manuel N. Lucio (incorporated by reference to Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on August 18, 2014)
|
2.02
|
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 3.1 to the Company's Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 filed with the SEC on August 8, 2013)
|
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 Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2013 filed with the SEC on August 8, 2013)
|
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
|
First Allonge to Third Amended and Restated Secured Promissory Note made as of April 8, 2016 between the Company and Steven H. Madden (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016 filed with the SEC on May 6, 2016)
|
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
|
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)
|
10.13
|
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)
|
10.14
|
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)
|
10.15
|
Third Amendment dated April 8, 2016 to Third Amended Employment Agreement between the Company and Steven Madden (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2016 filed with the SEC on May 6, 2016)
|
10.16
|
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)
#
|
10.17
|
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)
#
|
10.18
|
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)
#
|
10.19
|
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)
#
|
10.20
|
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)
#
|
10.21
|
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)
#
|
10.22
|
Amendment No. 6 dated February 2, 2015 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 4, 2015)
#
|
10.23
|
Employment Agreement dated December 30, 2016 between the Company and Awadhesh Sinha (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on January 4, 2017)
#
|
10.24
|
Employment Agreement dated March 11, 2015 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 March 16, 2015)
#
|
10.25
|
Employment Agreement dated January 10, 2014 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 January 4, 2017)
#
|
10.26
|
Employment Agreement dated September 4, 2015 between the Company and Karla Frieders (incorporated by reference to Exhibit 10.2 to the Company's Current Report on Form 8-K filed with the SEC on September 10, 2015)
#
|
10.27
|
Employment Agreement dated December 31, 2015 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 4, 2016)
#
|
10.28
|
First Amendment dated May 16, 2016 to Employment Agreement dated December 31, 2015 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 May 16, 2016)
#
|
10.29
|
Employment Agreement dated April 5, 2016 between the Company and Michael Paradise
#†
|
10.30
|
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 (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2012 filed with the SEC on March 1, 2013)
#
|
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
†*
|
99.01
|
Press Release, dated February 28, 2017, issued by Steven Madden, Ltd.
†
|
101
|
The following materials from Steven Madden, Ltd.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) 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.
|
Term of Agreement
. On or about May 10, 2016 through December 31, 2018 unless sooner terminated in accordance with Paragraph 10 of this Agreement (the “Term”). At the expiration of the term of this Agreement, unless you are (a) notified that your employment shall be terminated, or (b) this Agreement is renewed in some form, your employment shall continue on an at-will basis, at the same terms as contained herein.
|
2.
|
Position
. Executive Vice President – General Counsel. You shall report to the Chief Executive Officer. You shall expend all of your working time to the Company and shall devote your best efforts, energy and skills to the Company and the promotion of its interests; you shall not take part in any activities detrimental to the best interests of the Company.
|
3.
|
Salary and Benefits
. $400,000 per annum (paid in accordance with normal Company practice) from the date you commence employment with us through December 31, 2018; provided that, your rate of salary will be subject to such periodic increases during the Term as may be determined by the Board of Directors of the Company or its compensation committee in their sole discretion. You will be eligible to participate in each of the Company’s employee benefit plans that is made available either to the Company’s employees or to the Company’s senior executives and for which you satisfy applicable eligibility requirements.
|
4.
|
Signing Bonus
. You shall receive a signing bonus of $250,000 (net of any deductions required to be withheld by applicable laws and regulations), as provided for in the Sign-On Bonus Agreement executed in connection herewith and attached hereto.
|
5.
|
Restricted Stock
. On the first business day of the first month following the start of your employment (the “Grant Date”), you shall be granted shares of restricted stock in Steven Madden, Ltd., vesting 25% per year for four years commencing on the first anniversary of the Grant Date. The number of restricted shares to be issued shall be determined by dividing Two Hundred Fifty Thousand Dollars ($250,000) by the closing price of the common stock of the Company on the Grant Date.
|
6.
|
Discretionary Bonus
. You shall be eligible to receive a performance bonus for each of 2016, 2017 and 2018 in an amount to be determined by the Company in its absolute discretion. Such bonuses (net of any deductions required to be withheld by any applicable laws and regulations) shall be payable on or about March 15
th
of the following year and if this agreement terminates by its own terms and is not renewed, you shall still qualify for a bonus for the year you are terminated.
|
7.
|
Car Allowance
. You shall receive a car allowance of $1,000 per month.
|
8.
|
Expenses
. The Company shall promptly reimburse you for all reasonable and necessary business expenses you incur in connection with the business of the Company, which will include, but not be limited to, your costs of statutorily required continuing legal education, bar association dues, general counsel associations, subscriptions, law library materials and malpractice insurance (if necessary).
|
9.
|
Vacation
. You shall be entitled to a minimum of three weeks paid vacation or such greater amount as permitted by the CEO of the Company. You shall also be entitled to personal and sick days in accordance with Company policy applicable to senior executives.
|
10.
|
Termination
.
|
(a)
|
Involuntary Termination
. The Company has the right to terminate your employment at any time without Cause (as defined below) and you shall have the right to terminate your employment for Good Reason (as defined below). In the event the Company terminates your employment without Cause or you terminate for Good Reason, then the Term shall terminate immediately, and you shall be entitled to receive Salary payments described in Paragraph 3, at the regular intervals of payment, from the date of termination through the date this Agreement would have otherwise terminated but for the involuntary termination.
|
(b)
|
Voluntary Termination by you or Termination for Cause
. You shall have the right to terminate your employment at any time for any reason (“Voluntary Termination”) and the Company shall have the right to terminate your employment at any time for “Cause” (as defined below), on written notice to you, setting forth in reasonable detail the facts and circumstances resulting in the Cause upon which such termination is based. In the event of a Voluntary Termination or a termination by the Company for Cause, the Term shall terminate immediately and you shall be entitled only to any accrued and unpaid Salary described in Paragraph 3 through the date of termination.
|
(i)
|
a material breach by you of your material duties or obligations to the Company which is not remedied to the reasonable satisfaction of the Company within twenty (20) days after the receipt by you of written notice of such breach from the Company;
|
(ii)
|
you are convicted of, or enter a guilty or “no contest” plea with respect to a felony or a crime of moral turpitude (whether or not a felony);
|
(iii)
|
you have an alcohol or substance abuse problem, which in the reasonable opinion of the Company materially interferes with your ability to perform your duties;
|
(iv)
|
any act or acts of personal dishonesty, fraud, embezzlement, misappropriation or conversion intended to result in your personal enrichment at the expense of the Company, or any of its subsidiaries or affiliates, or any other material breach or violation of fiduciary duty owed to the Company, or any of its subsidiaries or affiliates;
|
(v)
|
any grossly negligent act or omission or any willful and deliberate misconduct by you that results, or is likely to result, in material economic, or other harm, to the Company, or any of its subsidiaries or affiliates; or
|
(vi)
|
you materially violate or pay fines, suffer sanctions or injunctive relief relating to (whether or not you are found to have violated) any federal or state securities laws, rules or regulations or the rules and regulations of any stock exchange on which the Company is listed or included.
|
(c)
|
Disability
. You shall be considered to be “Disabled” if, in the Company’s reasonable opinion after receiving the written report of an independent physician selected by the Company, you are incapable, due to mental or physical disability, of performing the essential functions of your duties for a period of sixty (60) days (whether or not consecutive) during any period of one hundred twenty (120) days. In the event you shall become Disabled during the Term, the Company may terminate your employment and the Term and the Company shall have no further obligation or liabilities to you except that you shall be entitled to receive Salary payments described in Paragraph 3, at the regular intervals of payment, from the date of termination through the date six months after termination.
|
(d)
|
Death
. In the event of your death, your employment and the Term shall terminate immediately and the Company shall have no further obligation or liabilities to you or your estate except that your estate shall be entitled to receive Salary payments described in Paragraph 3, at the regular intervals of payment, from the date of termination through the date that is six months after termination.
|
(e)
|
Change of Control
. The term “Change of Control”, as used herein, shall mean when any person or group (excluding the Company or any of its affiliates) becomes the beneficial owner of securities representing 50% or more of the combined voting power of the Company’s then outstanding securities. If, during the period commencing 30 days prior to a Change of Control and ending 180 days after a Change of Control, you are terminated by the Company other than for Cause, you are entitled to receive an amount equal to the lesser of (i) the average amount of total compensation actually received by you for the preceding three calendar years multiplied by 3 or (ii) the maximum amount which is tax deductible to the Company under Internal Revenue Code Section 280G. The foregoing shall be in lieu
|
(f)
|
Termination Payment
. Provided the Company makes the payments required under this Agreement that are attributable to the termination of your employment, such payments shall be in full and complete satisfaction and release of any and all claims you or your beneficiaries, estate or legal representatives may have against the Company and/or its subsidiaries or affiliates hereunder. Notwithstanding anything contained in this Agreement, the Company shall have no obligation to make any payment to you under this Agreement unless and until you execute and deliver to the Company a general release from any and all liability and all applicable periods of time have expired such that the Company shall irrevocably be entitled to enjoy the benefits of the aforementioned release.
|
11.
|
Non-Solicitation/Non-Competition Agreement
. You recognize that the services to be performed by you hereunder are special and unique. In consideration of the compensation granted herein, you agree that for as long as you are receiving your Salary under this Agreement and, if you are terminated by the Company for Cause or if you quit or resign your position, through December 31, 2018, you shall not, directly or indirectly, anywhere in the United States, whether individually or as a principal officer, employee, partner, member, director or agent of, or consultant for, any person or entity: (i) become employed by, an owner of (other than passive ownership of up to 4.9% of any publicly traded company), or otherwise affiliated with, or furnish services to, any business that competes with the Company, (ii) solicit any business from any customers of the Company, or (iii) hire, offer to hire, entice away, or in any manner persuade or attempt to persuade any employee of the Company to discontinue his/her employment with the Company or any other party that has a business relationship with the Company to discontinue his/her/its business relationship with the Company.
|
12.
|
Discoveries
. You agree to disclose promptly in writing to the Board of Directors of the Company all ideas, processes, methods, devices, business concepts, inventions, improvements, discoveries, know-how and other creative achievements (hereinafter referred to collectively as “Discoveries”) to the extent such Discoveries have been reduced to practice, in whole or in part, whether or not the same or any part thereof is capable of being patented, trademarked, copyrighted, or otherwise protected, which you, while employed by the Company, conceive, make, develop, acquire or reduce to practice, whether acting alone or with others and whether during or after usual working hours, and which are related to the Company’s business or interests, or are used or usable by the Company, or arise out of or in connection with the duties performed by you. You hereby transfer and assign to the Company all right, title and interest in and such Discoveries that are conceived, made, developed, acquired or reduced to practice during your employment with the Company, including any and all domestic and foreign copyrights and patent and trademark rights therein and any renewals thereof. On request of the Company, You will, without any additional compensation, from time to time during, and after the expiration or termination of, the Term, execute such further instruments (including applications for copyrights, patents, trademarks and assignments thereof) and do all such other acts and things as may be deemed necessary or desirable by the Company to protect and/or enforce its rights in respect of such Discoveries. All reasonable expenses incurred by you in complying with the Company’s request and all expenses of filing or prosecuting any patent, trademark or copyright application shall be borne by the Company, but you shall cooperate in filing and/or prosecuting any such application.
|
13.
|
Covenant Not to Disclose
. You covenant and agree that you will not at any time during or after the Term, reveal, divulge or make known to any person (other than (i) to the Company, or (ii) in the
|
14.
|
Business Materials, Covenant to Report
. All written materials, records and documents made by you or coming into your possession concerning the business or affairs of the Company shall be the sole property of the Company and, upon the termination or expiration of your employment with the Company or upon the request of the Company at any time, you shall promptly deliver the same to the Company and shall retain no copies thereof. You agree to render to the Company such reports of your activities or activities of others under your direction during the Term as the Company may request.
|
15.
|
Governing Law; Injunctive Relief
.
|
(a)
|
The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the State of New York, excluding choice of law rules thereof.
|
(b)
|
You acknowledge and agree that, in the event you shall violate any of the restrictions of Paragraphs 11, 12, 13 or 14 hereof, the Company will be without an adequate remedy at law and will therefore be entitled to enforce such restrictions by temporary or permanent injunctive or mandatory relief in any court of competent jurisdiction without the necessity of proving damages or posting a bond or other security, and without prejudice to any other remedies which it may have at law or in equity. Each of you and the Company acknowledges and agrees that, in addition to any other state having proper jurisdiction, any such relief may be sought in, and for such purpose each of you and the Company consents to the jurisdiction of, the courts of the State of New York.
|
16.
|
Assignment
. This Agreement, as it relates to your employment, is a personal contract and your rights and interests hereunder may not be sold, transferred, assigned, pledged or hypothecated.
|
17.
|
Notices
. Any and all notices or other communications or deliveries required or permitted to be given or made pursuant to any of the provisions of this Agreement shall be deemed to have been duly given or made for all purposes when hand delivered or sent by certified or registered mail, return receipt requested and postage prepaid, overnight mail or courier, or facsimile, addressed, if to the Company, at the Company’s offices, Attn: Chief Executive Officer, and if to you, at the address of your personal residence as maintained in the Company’s records, or at such other address as any party shall designate by notice to the other party given in accordance with this Paragraph 17.
|
18.
|
Entire Agreement
. This Agreement represents the entire understanding and agreement between the parties hereto with respect to the subject matter hereof, supersedes all prior agreements between such parties with respect to the subject matter hereof, and cannot be amended, supplemented or modified orally, but only by an agreement in writing signed by the party against whom enforcement of any such amendment, supplement or modification is sought.
|
19.
|
Execution in Counterparts; Signatures; Severability
. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. Facsimile or electronic mail signatures hereon shall constitute original signatures. If any provision of this Agreement as applied to any part or to any circumstance shall be adjudged by a court to be invalid or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of such provision in any other circumstances or the validity or enforceability of this Agreement.
|
20.
|
Representation by Counsel; Interpretation
. Each party acknowledges that it has been represented by counsel or has had the opportunity to be represented by counsel in connection with this Agreement and the transactions contemplated by this Agreement. Accordingly, any rule or law or any legal decision that would require interpretation of any claimed ambiguities in this Agreement against the party that drafted it has no application and is expressly waived by such parties. The provisions of this Agreement shall be interpreted in a reasonable manner to effect the intent of the parties hereto.
|
21.
|
409A
.
|
(a)
|
To the extent applicable, this Agreement shall be interpreted in accordance with Section 409A of the Internal Revenue Code of 1986, as amended (the "Code") and Department of Treasury regulations and other interpretive guidance issued thereunder (together, “Section 409A”). Notwithstanding any provision of this Agreement to the contrary, if the Company determines that any compensation payable under this Agreement may be subject to Section 409A, the Company shall work in good faith with you to adopt such amendments to this Agreement or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, that the Company determines are necessary or appropriate to avoid the imposition of taxes under Section 409A, including without limitation, actions intended to (A) exempt the compensation payable under this Agreement from Section 409A, and/or (B) comply with the requirements of Section 409A. Any right to a series of installment payments hereunder, including without limitation, any right to receive the Severance (if applicable), shall be treated as a right to a series of separate payments for purposes of Section 409A.
|
(b)
|
To the extent that any payments or reimbursements provided to you under this Agreement are deemed to constitute compensation to the you to which Treasury Regulation Section 1.409A-3(i)(1)(iv) would apply, such amounts shall be paid or reimbursed reasonably promptly, but not later than December 31 of the year following the year in which the expense was incurred. The amount of any such payments eligible for reimbursement in one year shall not affect the payments or expenses that are eligible for payment or reimbursement in any other taxable year, and the Consultant’s right to such payments or reimbursement of any such expenses shall not be subject to liquidation or exchange for any other benefit.
|
(c)
|
Notwithstanding anything to the contrary in this Agreement, no compensation or benefits shall be paid to you during the six (6)-month period following your “separation from
|
1.
|
Pursuant to Paragraph 4 of the Employment Agreement dated April 5, 2016 between the Company and Employee (the “Employment Agreement”), the Company has agreed to deliver to the Employee the sum of $250,000, payable as soon as practicable, but no later than seven (7) days from the start of employment, less statutory withholdings and customary deductions (such payment being referred to herein as the “Sign-On Bonus”).
|
2.
|
The parties understand and agree that the Sign-On Bonus is intended to be a reward for the Employee’s initial year of service to the Company and is in addition to his salary and other compensation paid or that may be paid to Employee in the initial year of his service.
|
3.
|
The Employee covenants and agrees that in the event, within one (1) year of the date of Employee’s first day of Employment with the Company, the employee voluntarily resigns from the employment of the Company other than for “Good Reason” (as defined in Section 10(b) of the Employment Agreement) or if the Employee’s employment is terminated by the Company for “Cause” (as defined in Section 10(b) of the Employment Agreement), then (i) the Employee shall reimburse the Company the sum of the Sign-On Bonus, net of withholdings and customary deductions, or (ii) if not repaid in full pursuant to clause (i), the Company shall be entitled to deduct all or any portion of the net amount of the Sign-On Bonus from the Employee’s wages or other sums due the Employee at the time of such resignation or termination.
|
4.
|
This Agreement shall be binding upon and shall inure to the benefit of the Company and the Employee. The Employee may not assign this Agreement. This Agreement shall be governed by and shall be construed and interpreted in accordance with the laws of the State of New York (excluding its principles of conflicts of law).
|
NAME OF THE SUBSIDIARY
|
STATE OF INCORPORATION
|
Adesso-Madden, Inc.
|
New York
|
Big Buddha, Inc.
|
California
|
Cejon, Inc.
|
New Jersey
|
Daniel M. Friedman & Associates, Inc.
|
New York
|
Diva Acquisition Corp.
|
Delaware
|
Steven Madden Retail, Inc.
|
Delaware
|
Stevies, Inc.
|
Delaware
|
The Topline Corporation
|
Washington
|
SML Holdings S.a.r.l
|
Luxembourg
|
SML Canada Acquisition Corp.
|
Canada
|
Dolce Vita Holdings, Inc.
|
Washington
|
Madden International Ltd.
|
Hong Kong
|
Trendy Imports S.A. de C.V.
|
Mexico
|
Comercial Diecesiette S.A. de C.V.
|
Mexico
|
Maximus Designer Shoes
|
Mexico
|
BA Brand Holdings LLC
|
New York
|
BAI Holding, LLC
|
New York
|
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
|
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
|
February 28, 2017
|
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
|
February 28, 2017
|
(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
|
February 28, 2017
|
(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
|
February 28, 2017
|
•
|
Net sales decreased 2.3% to $336.4 million compared to $344.3 million in the same period of 2015.
|
•
|
Gross margin expanded 260 basis points to 38.7% as compared to 36.1% in the same period last year.
|
•
|
Operating expenses as a percentage of sales were 27.4% compared to 25.7% of sales in the same period of 2015.
|
•
|
Operating income totaled $39.6 million, or 11.8% of net sales, compared with operating income of $38.7 million, or 11.2% of net sales, in the same period of 2015.
|
•
|
Net income was $28.7 million, or $0.49 per diluted share, compared to $25.7 million, or $0.43 per diluted share, in the prior year's fourth quarter.
|
|
Three Months Ended
|
|
Twelve Months Ended
|
||||||||||||
|
December 31, 2016
|
|
|
December 31, 2015
|
|
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Net sales
|
$
|
336,408
|
|
|
$
|
344,250
|
|
|
$
|
1,399,551
|
|
|
$
|
1,405,239
|
|
Cost of sales
|
206,180
|
|
|
220,053
|
|
|
877,568
|
|
|
904,747
|
|
||||
Gross profit
|
130,228
|
|
|
124,197
|
|
|
521,983
|
|
|
500,492
|
|
||||
Commission and licensing fee income, net
|
1,529
|
|
|
2,959
|
|
|
11,884
|
|
|
16,647
|
|
||||
Operating expenses
|
92,117
|
|
|
88,456
|
|
|
364,691
|
|
|
342,446
|
|
||||
Impairment charge
|
—
|
|
|
—
|
|
|
—
|
|
|
3,045
|
|
||||
Income from operations
|
39,640
|
|
|
38,700
|
|
|
169,176
|
|
|
171,648
|
|
||||
Interest and other income, net
|
707
|
|
|
547
|
|
|
1,824
|
|
|
818
|
|
||||
Income before provision for income taxes
|
40,347
|
|
|
39,247
|
|
|
171,000
|
|
|
172,466
|
|
||||
Provision for income taxes
|
11,514
|
|
|
13,382
|
|
|
49,726
|
|
|
58,811
|
|
||||
Net income
|
28,833
|
|
|
25,865
|
|
|
121,274
|
|
|
113,655
|
|
||||
Net income attributable to noncontrolling interest
|
85
|
|
|
139
|
|
|
363
|
|
|
717
|
|
||||
Net income attributable to Steven Madden, Ltd.
|
$
|
28,748
|
|
|
$
|
25,726
|
|
|
$
|
120,911
|
|
|
$
|
112,938
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
Basic income per share
|
$
|
0.51
|
|
|
$
|
0.44
|
|
|
$
|
2.12
|
|
|
$
|
1.91
|
|
Diluted income per share
|
$
|
0.49
|
|
|
$
|
0.43
|
|
|
$
|
2.03
|
|
|
$
|
1.85
|
|
|
|
|
|
|
|
|
|
||||||||
Basic weighted average common shares outstanding
|
56,428
|
|
|
58,186
|
|
|
57,109
|
|
|
58,997
|
|
||||
Diluted weighted average common shares outstanding
|
58,902
|
|
|
60,028
|
|
|
59,556
|
|
|
61,142
|
|
|
As of
|
||||||
|
December 31, 2016
|
|
|
December 31, 2015
|
|
||
|
(Unaudited)
|
|
|
||||
Cash and cash equivalents
|
$
|
126,115
|
|
|
$
|
72,414
|
|
Marketable securities (current & non current)
|
110,054
|
|
|
120,889
|
|
||
Accounts receivables, net
|
200,958
|
|
|
198,384
|
|
||
Inventories
|
119,824
|
|
|
102,080
|
|
||
Other current assets
|
56,264
|
|
|
53,675
|
|
||
Property and equipment, net
|
72,381
|
|
|
72,010
|
|
||
Goodwill and intangibles, net
|
280,097
|
|
|
286,855
|
|
||
Other assets
|
7,354
|
|
|
8,078
|
|
||
Total assets
|
$
|
973,047
|
|
|
$
|
914,385
|
|
|
|
|
|
||||
Accounts payable
|
$
|
80,584
|
|
|
$
|
79,790
|
|
Contingent payment liability (current & non current)
|
7,948
|
|
|
24,775
|
|
||
Other current liabilities
|
94,595
|
|
|
78,246
|
|
||
Other long term liabilities
|
48,848
|
|
|
52,911
|
|
||
Total Steven Madden, Ltd. stockholders' equity
|
740,867
|
|
|
678,404
|
|
||
Noncontrolling interest
|
205
|
|
|
259
|
|
||
Total liabilities and stockholders' equity
|
$
|
973,047
|
|
|
$
|
914,385
|
|
|
Twelve Months Ended
|
||||||
|
December 31, 2016
|
|
December 31, 2015
|
||||
|
|
|
|
||||
|
|
|
|
||||
Net cash provided by operating activities
|
$
|
153,604
|
|
|
$
|
135,963
|
|
|
|
|
|
||||
Investing Activities
|
|
|
|
||||
Purchases of property and equipment
|
(15,897
|
)
|
|
(19,459
|
)
|
||
Acquisitions, net of cash acquired
|
—
|
|
|
(9,129
|
)
|
||
Sales (purchases) of marketable securities, net
|
11,764
|
|
|
(5,538
|
)
|
||
Repayment of notes receivable
|
249
|
|
|
466
|
|
||
Net cash used in investing activities
|
(3,884
|
)
|
|
(33,660
|
)
|
||
|
|
|
|
||||
|
|
|
|
||||
Financing Activities
|
|
|
|
||||
Common stock share repurchases for treasury
|
(86,005
|
)
|
|
(135,637
|
)
|
||
Purchase of noncontrolling interest
|
(3,759
|
)
|
|
—
|
|
||
Payment of contingent liability
|
(16,402
|
)
|
|
(6,270
|
)
|
||
Proceeds from exercise of stock options
|
10,713
|
|
|
21,301
|
|
||
Tax benefit from the exercise of stock options
|
—
|
|
|
10,510
|
|
||
Net cash used in financing activities
|
(95,453
|
)
|
|
(110,096
|
)
|
||
|
|
|
|
||||
Effect of exchange rate changes on cash and cash equivalents
|
(566
|
)
|
|
(1,243
|
)
|
||
|
|
|
|
||||
Net increase (decrease) in cash and cash equivalents
|
53,701
|
|
|
(9,036
|
)
|
||
|
|
|
|
||||
Cash and cash equivalents - beginning of period
|
72,414
|
|
|
81,450
|
|
||
|
|
|
|
||||
Cash and cash equivalents - end of period
|
$
|
126,115
|
|
|
$
|
72,414
|
|