Delaware
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13-3588231
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(State or other jurisdiction of
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(I.R.S. Employer Identification No.)
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incorporation or organization)
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52-16 Barnett Avenue, Long Island City, New York
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11104
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(Address of principal executive offices)
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(Zip Code)
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(718) 446-1800
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(Registrant’s telephone number, including area code)
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Large accelerated filer
x
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Accelerated filer
o
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Non-accelerated filer
o
(do not check if smaller reporting company)
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Smaller reporting company
o
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Emerging growth company
o
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March 31,
2017 |
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December 31,
2016 |
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March 31,
2016 |
||||||
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(unaudited)
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(unaudited)
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||||||
ASSETS
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Current assets:
|
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Cash and cash equivalents
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$
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94,261
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$
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126,115
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$
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70,905
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Accounts receivable, net of allowances of $2,721, $1,622 and $2,144
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47,052
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56,790
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28,903
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Factor accounts receivable, net of allowances of $18,366, $20,209 and $18,143
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185,414
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144,168
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188,233
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Inventories
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96,973
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119,824
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80,356
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|||
Marketable securities – available for sale
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45,682
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39,495
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34,419
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Prepaid expenses and other current assets
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22,623
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26,351
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27,199
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Prepaid taxes
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10,472
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15,928
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14,548
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Total current assets
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502,477
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528,671
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444,563
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Note receivable – related party
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2,555
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2,644
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2,903
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Property and equipment, net
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74,747
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72,381
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72,727
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Deposits and other
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4,753
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4,710
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4,748
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Marketable securities – available for sale
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53,298
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70,559
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87,575
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Deferred taxes
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1,813
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1,813
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594
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Goodwill – net
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152,449
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135,711
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138,096
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Intangibles – net
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151,878
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144,386
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150,546
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Total Assets
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$
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943,970
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$
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960,875
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$
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901,752
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LIABILITIES
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Current liabilities:
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Accounts payable
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$
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70,896
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$
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80,584
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$
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86,831
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Accrued expenses
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63,496
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86,635
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47,409
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Contingent payment liability – current portion
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8,780
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7,948
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16,351
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Accrued incentive compensation
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2,224
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7,960
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1,774
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Total current liabilities
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145,396
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183,127
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152,365
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Contingent payment liability
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23,050
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—
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4,941
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Deferred rent
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14,739
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14,578
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12,217
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Deferred taxes
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19,513
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19,466
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26,173
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Other liabilities
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2,450
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2,632
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2,390
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Total Liabilities
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205,148
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219,803
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198,086
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Commitments, contingencies and other
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STOCKHOLDERS’ EQUITY
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Preferred stock – $.0001 par value, 5,000 shares authorized; none issued; Series A Junior Participating preferred stock – $.0001 par value, 60 shares authorized; none issued
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—
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—
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—
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Common stock – $.0001 par value, 135,000 shares authorized, 86,655, 86,417 and 85,945 shares issued, 59,736, 60,410 and 61,983 shares outstanding
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6
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6
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6
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Additional paid-in capital
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360,431
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353,443
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337,850
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Retained earnings
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1,037,911
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1,017,753
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916,801
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Accumulated other comprehensive loss
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(29,416
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)
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(31,751
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)
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(24,725
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)
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Treasury stock – 26,919, 26,007 and 23,962 shares at cost
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(631,745
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)
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(598,584
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)
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(526,613
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)
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Total Steven Madden, Ltd. stockholders’ equity
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737,187
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740,867
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703,319
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Noncontrolling interest
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1,635
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205
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|
347
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Total stockholders’ equity
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738,822
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741,072
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703,666
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Total Liabilities and Stockholders’ Equity
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$
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943,970
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$
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960,875
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$
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901,752
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Three Months Ended March 31,
|
||||||
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2017
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|
2016
|
||||
Net sales
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$
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366,387
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$
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329,357
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Cost of sales
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233,669
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213,155
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Gross profit
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132,718
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116,202
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Commission and licensing fee income – net
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3,927
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2,171
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||
Operating expenses
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(105,865
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)
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(88,493
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)
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Income from operations
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30,780
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29,880
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|
||
Interest and other income (expense) – net
|
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684
|
|
|
(176
|
)
|
||
Income before provision for income taxes
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31,464
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29,704
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|
||
Provision for income taxes
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10,942
|
|
|
5,808
|
|
||
Net income
|
|
20,522
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|
|
23,896
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|
||
Net income attributable to noncontrolling interest
|
|
364
|
|
|
237
|
|
||
Net income attributable to Steven Madden, Ltd.
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$
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20,158
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$
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23,659
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|
||||
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|
||||
Basic net income per share
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$
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0.36
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$
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0.41
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|
|
|
|
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|
||||
Diluted net income per share
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|
$
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0.35
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|
$
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0.39
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|
|
|
|
|
|
||||
Basic weighted average common shares outstanding
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|
55,828
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|
|
57,709
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|
||
Effect of dilutive securities – options/restricted stock
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2,375
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|
|
2,544
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||
Diluted weighted average common shares outstanding
|
|
58,203
|
|
|
60,253
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Three Months Ended March 31, 2017
|
||||||||||
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Pre-tax amounts
|
|
Tax benefit/(expense)
|
|
After-tax amounts
|
||||||
Net income
|
|
|
|
|
|
$
|
20,522
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
||||
Foreign currency translation adjustment
|
|
$
|
2,411
|
|
|
$
|
—
|
|
|
2,411
|
|
|
Gain or (loss) on cash flow hedging derivatives
|
|
(307
|
)
|
|
66
|
|
|
(241
|
)
|
|||
Unrealized gain (loss) on marketable securities
|
|
260
|
|
|
(95
|
)
|
|
165
|
|
|||
Total other comprehensive income (loss)
|
|
$
|
2,364
|
|
|
$
|
(29
|
)
|
|
2,335
|
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
|
|
|
|
22,857
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
|
|
|
|
|
364
|
|
|||||
Comprehensive income attributable to Steven Madden, Ltd.
|
|
|
|
|
|
$
|
22,493
|
|
||||
|
|
|
|
|
|
|
||||||
|
|
Three Months Ended March 31, 2016
|
||||||||||
|
|
Pre-tax amounts
|
|
Tax benefit/(expense)
|
|
After-tax amounts
|
||||||
Net income
|
|
|
|
|
|
$
|
23,896
|
|
||||
Other comprehensive income (loss):
|
|
|
|
|
|
|
||||||
Foreign currency translation adjustment
|
|
$
|
5,153
|
|
|
$
|
—
|
|
|
5,153
|
|
|
Gain or (loss) on cash flow hedging derivatives
|
|
663
|
|
|
(242
|
)
|
|
421
|
|
|||
Unrealized gain (loss) on marketable securities
|
|
1,754
|
|
|
(640
|
)
|
|
1,114
|
|
|||
Total other comprehensive income (loss)
|
|
$
|
7,570
|
|
|
$
|
(882
|
)
|
|
6,688
|
|
|
|
|
|
|
|
|
|
||||||
Comprehensive income
|
|
|
|
|
|
30,584
|
|
|||||
Comprehensive income attributable to noncontrolling interests
|
|
|
|
|
|
237
|
|
|||||
Comprehensive income attributable to Steven Madden, Ltd.
|
|
|
|
|
|
$
|
30,347
|
|
|
|
Three Months Ended March 31,
|
||||||
|
|
2017
|
|
2016
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||
Net income
|
|
$
|
20,522
|
|
|
$
|
23,896
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
||||
Stock-based compensation
|
|
5,176
|
|
|
4,927
|
|
||
Depreciation and amortization
|
|
5,221
|
|
|
5,201
|
|
||
Loss on disposal of fixed assets
|
|
930
|
|
|
—
|
|
||
Deferred taxes
|
|
(962
|
)
|
|
(3,202
|
)
|
||
Accrued interest on note receivable - related party
|
|
(14
|
)
|
|
(16
|
)
|
||
Deferred rent expense
|
|
161
|
|
|
204
|
|
||
Realized (gain) loss on sale of marketable securities
|
|
(20
|
)
|
|
779
|
|
||
Changes in fair value on contingent liability
|
|
832
|
|
|
—
|
|
||
Bad debt expense from bankruptcy
|
|
7,500
|
|
|
—
|
|
||
Changes, net of acquisitions, in:
|
|
|
|
|
||||
Accounts receivable
|
|
13,549
|
|
|
14,270
|
|
||
Factor accounts receivable
|
|
(41,246
|
)
|
|
(33,022
|
)
|
||
Notes receivable - related party
|
|
103
|
|
|
103
|
|
||
Inventories
|
|
35,549
|
|
|
21,724
|
|
||
Prepaid expenses, prepaid taxes, deposits and other
|
|
12,907
|
|
|
1,501
|
|
||
Accounts payable and accrued expenses
|
|
(45,777
|
)
|
|
(17,655
|
)
|
||
Accrued incentive compensation
|
|
(5,736
|
)
|
|
(4,367
|
)
|
||
Other liabilities
|
|
(182
|
)
|
|
902
|
|
||
Net cash provided by operating activities
|
|
8,513
|
|
|
15,245
|
|
||
|
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
|||
Acquisitions, net of cash acquired
|
|
(17,396
|
)
|
|
—
|
|
||
Capital expenditures
|
|
(3,293
|
)
|
|
(4,384
|
)
|
||
Purchases of marketable securities
|
|
(5,301
|
)
|
|
(3,497
|
)
|
||
Maturity/sale of marketable securities
|
|
16,593
|
|
|
4,534
|
|
||
Net cash used in investing activities
|
|
(9,397
|
)
|
|
(3,347
|
)
|
||
|
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
|||
Proceeds from exercise of stock options
|
|
1,812
|
|
|
3,678
|
|
||
Payment of contingent liability
|
|
—
|
|
|
(3,483
|
)
|
||
Common stock purchased for treasury
|
|
(33,161
|
)
|
|
(14,034
|
)
|
||
Net cash used in financing activities
|
|
(31,349
|
)
|
|
(13,839
|
)
|
||
Effect of exchange rate changes on cash and cash equivalents
|
|
379
|
|
|
432
|
|
||
Net (decrease) in cash and cash equivalents
|
|
(31,854
|
)
|
|
(1,509
|
)
|
||
Cash and cash equivalents – beginning of period
|
|
126,115
|
|
|
72,414
|
|
||
Cash and cash equivalents – end of period
|
|
$
|
94,261
|
|
|
$
|
70,905
|
|
|
Maturities as of
March 31, 2017 |
|
Maturities as of
December 31, 2016 |
||||||||||||
|
1 Year or Less
|
|
1 to 4 Years
|
|
1 Year or Less
|
|
1 to 4 Years
|
||||||||
Corporate bonds
|
$
|
17,438
|
|
|
$
|
53,298
|
|
|
$
|
11,527
|
|
|
$
|
70,559
|
|
Certificates of deposit
|
28,244
|
|
|
—
|
|
|
27,968
|
|
|
—
|
|
||||
Total
|
$
|
45,682
|
|
|
$
|
53,298
|
|
|
$
|
39,495
|
|
|
$
|
70,559
|
|
•
|
Level 1: Observable inputs such as quoted prices in active markets for identical assets or liabilities.
|
•
|
Level 2: Inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly.
|
•
|
Level 3: Significant unobservable inputs.
|
|
|
|
|
March 31, 2017
|
||||||||||||
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
|
Fair value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash equivalents
|
|
$
|
3,311
|
|
|
$
|
3,311
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Current marketable securities – available for sale
|
|
45,682
|
|
|
45,682
|
|
|
—
|
|
|
—
|
|
||||
Long-term marketable securities – available for sale
|
|
53,298
|
|
|
53,298
|
|
|
—
|
|
|
—
|
|
||||
Forward contracts
|
|
12
|
|
|
—
|
|
|
12
|
|
|
—
|
|
||||
Total assets
|
|
$
|
102,303
|
|
|
$
|
102,291
|
|
|
$
|
12
|
|
|
$
|
—
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Contingent consideration
|
|
$
|
31,830
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,830
|
|
Total liabilities
|
|
$
|
31,830
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,830
|
|
|
|
|
|
December 31, 2016
|
||||||||||||
|
|
|
|
Fair Value Measurements
|
||||||||||||
|
|
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
|
|
|
Balance at January 1,
|
|
Payments
|
|
Acquisitions
|
|
Change in estimate
|
|
Balance at
March 31,
|
|||||||
2017
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|||||||
Contingent consideration
|
$
|
7,948
|
|
|
—
|
|
|
23,050
|
|
|
832
|
|
|
$
|
31,830
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
|
Balance at January 1,
|
|
Payments
|
|
Acquisitions
|
|
Change in estimate
|
|
Balance at December 31,
|
|||||||
2016
|
|
|
|
|
|
|
|
|
|
|||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|||||||
Contingent consideration
|
$
|
24,775
|
|
|
(16,402
|
)
|
|
—
|
|
|
(425
|
)
|
|
$
|
7,948
|
|
Common stock authorized
|
23,466,000
|
|
Stock-based awards, including restricted stock and stock options granted, net of expired or cancelled
|
(21,528,000
|
)
|
Common stock available for grant of stock-based awards as of March 31, 2017
|
1,938,000
|
|
|
Three Months Ended March 31,
|
||||||
|
2017
|
|
2016
|
||||
Proceeds from stock options exercised
|
$
|
1,812
|
|
|
$
|
3,678
|
|
Intrinsic value of stock options exercised
|
$
|
1,011
|
|
|
$
|
11,030
|
|
|
|
2017
|
|
2016
|
Volatility
|
|
23.2% to 26.4%
|
|
22.2% to 26.2%
|
Risk free interest rate
|
|
1.48% to 1.99%
|
|
1.20% to 1.73%
|
Expected life in years
|
|
3.4 to 5.0
|
|
3.8 to 5.0
|
Dividend yield
|
|
0.00%
|
|
0.00%
|
Weighted average fair value
|
|
$8.97
|
|
$7.26
|
|
|
Number of Shares
|
|
Weighted Average Exercise Price
|
|
Weighted Average Remaining Contractual Term
|
|
Aggregate Intrinsic Value
|
|||||
Outstanding at January 1, 2017
|
|
1,499,000
|
|
|
$
|
29.72
|
|
|
|
|
|
|
|
Granted
|
|
899,000
|
|
|
37.06
|
|
|
|
|
|
|
||
Exercised
|
|
(74,000
|
)
|
|
24.29
|
|
|
|
|
|
|
||
Forfeited
|
|
(1,000
|
)
|
|
36.59
|
|
|
|
|
|
|
||
Outstanding at March 31, 2017
|
|
2,323,000
|
|
|
$
|
32.73
|
|
|
4.6 years
|
|
$
|
13,513
|
|
Exercisable at March 31, 2017
|
|
1,058,000
|
|
|
$
|
28.44
|
|
|
2.6 years
|
|
$
|
10,702
|
|
|
|
2017
|
|
2016
|
||||||||||
|
|
Number of Shares
|
|
Weighted Average Fair Value at Grant Date
|
|
Number of Shares
|
|
Weighted Average Fair Value at Grant Date
|
||||||
Non-vested at January 1,
|
|
4,191,000
|
|
|
$
|
25.93
|
|
|
4,055,000
|
|
|
$
|
25.32
|
|
Granted
|
|
166,000
|
|
|
36.61
|
|
|
273,000
|
|
|
34.06
|
|
||
Vested
|
|
(125,000
|
)
|
|
33.15
|
|
|
(126,000
|
)
|
|
29.51
|
|
||
Forfeited
|
|
(3,000
|
)
|
|
34.77
|
|
|
—
|
|
|
—
|
|
||
Non-vested at March 31,
|
|
4,229,000
|
|
|
$
|
26.13
|
|
|
4,202,000
|
|
|
$
|
25.81
|
|
Inventory
|
$
|
12,698
|
|
Accounts receivable
|
11,311
|
|
|
Trademarks
|
4,000
|
|
|
Customer relations
|
3,900
|
|
|
Fixed assets
|
3,281
|
|
|
Prepaids and other assets
|
2,694
|
|
|
Accounts payable
|
(8,281
|
)
|
|
Accrued expenses
|
(4,669
|
)
|
|
Total fair value excluding goodwill
|
24,934
|
|
|
Goodwill
|
15,512
|
|
|
|
|
||
Net assets acquired
|
$
|
40,446
|
|
|
|
Wholesale
|
|
|
|
|
Net Carrying Amount
|
|||||||||
|
|
Footwear
|
|
Accessories
|
|
Retail
|
|
|||||||||
Balance at January 1, 2017
|
|
$
|
72,261
|
|
|
$
|
49,324
|
|
|
$
|
14,126
|
|
|
$
|
135,711
|
|
Acquisitions
|
|
15,512
|
|
|
—
|
|
|
—
|
|
|
15,512
|
|
||||
Purchase accounting adjustment
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Translation and other
|
|
697
|
|
|
—
|
|
|
529
|
|
|
1,226
|
|
||||
Balance at March 31, 2017
|
|
$
|
88,470
|
|
|
$
|
49,324
|
|
|
$
|
14,655
|
|
|
$
|
152,449
|
|
|
|
Estimated Lives
|
|
Cost Basis
|
|
Accumulated Amortization (1)
|
|
Impairment (2)
|
|
Net Carrying Amount
|
||||||||
Trade names
|
|
6–10 years
|
|
$
|
8,590
|
|
|
$
|
3,999
|
|
|
$
|
—
|
|
|
$
|
4,591
|
|
Customer relationships
|
|
10 years
|
|
45,409
|
|
|
21,707
|
|
|
—
|
|
|
23,702
|
|
||||
License agreements
|
|
3–6 years
|
|
5,600
|
|
|
5,600
|
|
|
—
|
|
|
—
|
|
||||
Non-compete agreement
|
|
5 years
|
|
2,440
|
|
|
2,336
|
|
|
—
|
|
|
104
|
|
||||
Re-acquired right
|
|
2 years
|
|
4,200
|
|
|
4,200
|
|
|
—
|
|
|
—
|
|
||||
Other
|
|
3 years
|
|
14
|
|
|
14
|
|
|
—
|
|
|
—
|
|
||||
|
|
|
|
66,253
|
|
|
37,856
|
|
|
—
|
|
|
28,397
|
|
||||
Re-acquired right
|
|
indefinite
|
|
35,200
|
|
|
9,007
|
|
|
—
|
|
|
26,193
|
|
||||
Trademarks
|
|
indefinite
|
|
100,333
|
|
|
—
|
|
|
3,045
|
|
|
97,288
|
|
||||
|
|
|
|
$
|
201,786
|
|
|
$
|
46,863
|
|
|
$
|
3,045
|
|
|
$
|
151,878
|
|
2017 (remaining nine months)
|
$
|
3,329
|
|
2018
|
4,379
|
|
|
2019
|
4,306
|
|
|
2020
|
3,500
|
|
|
2021
|
1,852
|
|
|
Thereafter
|
11,031
|
|
|
|
$
|
28,397
|
|
As of and for the three months ended,
|
|
Wholesale Footwear
|
|
Wholesale Accessories
|
|
Total Wholesale
|
|
Retail
|
|
First Cost
|
|
Licensing
|
|
Consolidated
|
||||||||||||||
March 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales to external customers
|
|
$
|
261,364
|
|
|
$
|
51,952
|
|
|
$
|
313,316
|
|
|
$
|
53,071
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
366,387
|
|
Gross profit
|
|
85,448
|
|
|
16,113
|
|
|
101,561
|
|
|
31,157
|
|
|
—
|
|
|
—
|
|
|
132,718
|
|
|||||||
Commissions and licensing fees – net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,533
|
|
|
2,394
|
|
|
3,927
|
|
|||||||
Income (loss) from operations
|
|
30,695
|
|
|
2,370
|
|
|
33,065
|
|
|
(6,212
|
)
|
|
1,533
|
|
|
2,394
|
|
|
30,780
|
|
|||||||
Segment assets
|
|
$
|
764,386
|
|
|
$
|
59,019
|
|
|
823,405
|
|
|
109,955
|
|
|
10,610
|
|
|
—
|
|
|
943,970
|
|
|||||
Capital expenditures
|
|
|
|
|
|
|
|
$
|
1,391
|
|
|
$
|
1,902
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,293
|
|
||
March 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Net sales to external customers
|
|
$
|
228,920
|
|
|
$
|
46,879
|
|
|
$
|
275,799
|
|
|
$
|
53,558
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
329,357
|
|
Gross profit
|
|
70,922
|
|
|
15,205
|
|
|
86,127
|
|
|
30,075
|
|
|
—
|
|
|
—
|
|
|
116,202
|
|
|||||||
Commissions and licensing fees – net
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
585
|
|
|
1,586
|
|
|
2,171
|
|
|||||||
Income (loss) from operations
|
|
28,930
|
|
|
1,914
|
|
|
30,844
|
|
|
(3,135
|
)
|
|
585
|
|
|
1,586
|
|
|
29,880
|
|
|||||||
Segment assets
|
|
$
|
744,007
|
|
|
$
|
49,223
|
|
|
793,230
|
|
|
104,526
|
|
|
3,996
|
|
|
—
|
|
|
901,752
|
|
|||||
Capital expenditures
|
|
|
|
|
|
|
|
$
|
1,417
|
|
|
$
|
2,967
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
4,384
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
•
|
net sales
|
•
|
gross profit margin
|
•
|
operating expenses
|
•
|
income from operations
|
•
|
adjusted EBITDA
|
•
|
adjusted EBIT
|
•
|
same store sales
|
•
|
inventory turnover
|
•
|
accounts receivable average collection days
|
•
|
cash flow and liquidity determined by the Company’s working capital and free cash flow
|
•
|
store metrics such as sales per square foot, average unit retail, conversion, average units per transaction, and contribution margin.
|
|
|
Year-To-Date Period Ended ($ in thousands)
|
||||||||||
|
|
March 31, 2017
|
|
December 31, 2016
|
|
March 31, 2016
|
||||||
Net Income
|
|
$
|
20,522
|
|
|
$
|
121,274
|
|
|
$
|
23,896
|
|
Add back:
|
|
|
|
|
|
|
||||||
Provision for income taxes
|
|
10,942
|
|
|
49,726
|
|
|
5,808
|
|
|||
Bad debt expense from bankruptcy
|
|
7,500
|
|
|
—
|
|
|
—
|
|
|||
Schwartz & Benjamin inventory fair value adjustment
|
|
1,240
|
|
|
—
|
|
|
—
|
|
|||
Deduct:
|
|
|
|
|
|
|
||||||
Other Income (Loss)*
|
|
19
|
|
|
(664
|
)
|
|
(779
|
)
|
|||
Interest, net
|
|
665
|
|
|
2,488
|
|
|
603
|
|
|||
Adjusted EBIT
|
|
39,520
|
|
|
169,176
|
|
|
29,880
|
|
|||
Add back:
|
|
|
|
|
|
|
||||||
Depreciation and amortization
|
|
4,913
|
|
|
19,868
|
|
|
4,893
|
|
|||
Loss on disposal of fixed assets
|
|
930
|
|
|
652
|
|
|
—
|
|
|||
Adjusted EBITDA
|
|
$
|
45,363
|
|
|
$
|
189,696
|
|
|
$
|
34,773
|
|
|
|
2017
|
|
2016
|
||||||||||
CONSOLIDATED:
|
|
|
|
|
|
|
|
|
|
|
|
|
||
Net sales
|
|
$
|
366,387
|
|
|
100.0
|
%
|
|
$
|
329,357
|
|
|
100.0
|
%
|
Cost of sales
|
|
233,669
|
|
|
63.8
|
%
|
|
213,155
|
|
|
64.7
|
%
|
||
Gross profit
|
|
132,718
|
|
|
36.2
|
%
|
|
116,202
|
|
|
35.3
|
%
|
||
Commission and licensing fee income – net of expenses
|
|
3,927
|
|
|
1.1
|
%
|
|
2,171
|
|
|
0.7
|
%
|
||
Operating expenses
|
|
105,865
|
|
|
28.9
|
%
|
|
88,493
|
|
|
26.9
|
%
|
||
Income from operations
|
|
30,780
|
|
|
8.4
|
%
|
|
29,880
|
|
|
9.1
|
%
|
||
Interest and other income (expense) – net
|
|
684
|
|
|
0.2
|
%
|
|
(176
|
)
|
|
(0.1
|
)%
|
||
Income before income taxes
|
|
31,464
|
|
|
8.6
|
%
|
|
29,704
|
|
|
9.0
|
%
|
||
Net income attributable to Steven Madden, Ltd.
|
|
20,158
|
|
|
5.5
|
%
|
|
23,659
|
|
|
7.2
|
%
|
||
|
|
|
|
|
|
|
|
|
||||||
By Segment:
|
|
|
|
|
|
|
|
|
|
|
||||
WHOLESALE FOOTWEAR SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
|
$
|
261,364
|
|
|
100.0
|
%
|
|
$
|
228,920
|
|
|
100.0
|
%
|
Cost of sales
|
|
175,916
|
|
|
67.3
|
%
|
|
157,998
|
|
|
69.0
|
%
|
||
Gross profit
|
|
85,448
|
|
|
32.7
|
%
|
|
70,922
|
|
|
31.0
|
%
|
||
Operating expenses
|
|
54,753
|
|
|
20.9
|
%
|
|
41,992
|
|
|
18.3
|
%
|
||
Income from operations
|
|
30,695
|
|
|
11.7
|
%
|
|
28,930
|
|
|
12.6
|
%
|
||
|
|
|
|
|
|
|
|
|
||||||
WHOLESALE ACCESSORIES SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
|
$
|
51,952
|
|
|
100.0
|
%
|
|
$
|
46,879
|
|
|
100.0
|
%
|
Cost of sales
|
|
35,839
|
|
|
69.0
|
%
|
|
31,674
|
|
|
67.6
|
%
|
||
Gross profit
|
|
16,113
|
|
|
31.0
|
%
|
|
15,205
|
|
|
32.4
|
%
|
||
Operating expenses
|
|
13,743
|
|
|
26.5
|
%
|
|
13,291
|
|
|
28.4
|
%
|
||
Income from operations
|
|
2,370
|
|
|
4.6
|
%
|
|
1,914
|
|
|
4.1
|
%
|
||
|
|
|
|
|
|
|
|
|
||||||
RETAIL SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
||||
Net sales
|
|
$
|
53,071
|
|
|
100.0
|
%
|
|
$
|
53,558
|
|
|
100.0
|
%
|
Cost of sales
|
|
21,914
|
|
|
41.3
|
%
|
|
23,483
|
|
|
43.8
|
%
|
||
Gross profit
|
|
31,157
|
|
|
58.7
|
%
|
|
30,075
|
|
|
56.2
|
%
|
||
Operating expenses
|
|
37,369
|
|
|
70.4
|
%
|
|
33,210
|
|
|
62.0
|
%
|
||
Loss from operations
|
|
(6,212
|
)
|
|
(11.7
|
)%
|
|
(3,135
|
)
|
|
(5.9
|
)%
|
||
Number of stores
|
|
190
|
|
|
|
|
|
171
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
||||||
FIRST COST SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
||||
Other commission income – net of expenses
|
|
$
|
1,533
|
|
|
100.0
|
%
|
|
$
|
585
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
||||||
LICENSING SEGMENT:
|
|
|
|
|
|
|
|
|
|
|
||||
Licensing income – net of expenses
|
|
$
|
2,394
|
|
|
100.0
|
%
|
|
$
|
1,586
|
|
|
100.0
|
%
|
|
|
Payment due by period
|
||||||||||||||||||
Contractual Obligations
|
|
Total
|
|
Remainder of
2017
|
|
2018-2019
|
|
2020-2021
|
|
2022 and after
|
||||||||||
Operating lease obligations
|
|
$
|
257,328
|
|
|
$
|
32,218
|
|
|
$
|
78,447
|
|
|
$
|
66,821
|
|
|
$
|
79,842
|
|
Purchase obligations
|
|
199,824
|
|
|
199,824
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Contingent payment liabilities
|
|
31,830
|
|
|
8,780
|
|
|
4,266
|
|
|
6,118
|
|
|
12,666
|
|
|||||
Other long-term liabilities (future minimum royalty payments)
|
|
6,203
|
|
|
1,203
|
|
|
2,000
|
|
|
2,000
|
|
|
1,000
|
|
|||||
Total
|
|
$
|
495,185
|
|
|
$
|
242,025
|
|
|
$
|
84,713
|
|
|
$
|
74,939
|
|
|
$
|
93,508
|
|
Period
|
Total Number of Shares Purchased
|
|
Average Price Paid per Share
|
|
Total Number of Shares Purchased as part of Publicly Announced Plans or Programs
|
|
Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or Programs
|
||||||
1/1/2017 - 1/31/2017
|
314,402
|
|
|
$
|
35.73
|
|
|
305,392
|
|
|
$
|
106,474
|
|
2/1/2017 - 2/28/2017
|
267,886
|
|
|
$
|
35.51
|
|
|
267,543
|
|
|
$
|
96,975
|
|
3/1/2017 - 3/31/2017
|
329,762
|
|
|
$
|
37.65
|
|
|
294,160
|
|
|
$
|
85,882
|
|
Total
|
912,050
|
|
|
$
|
36.36
|
|
|
867,095
|
|
|
$
|
85,882
|
|
|
|
|
|
|
|
|
|
10.1
|
Employment Agreement dated April 11, 2017 between the Company and Karla Frieders †#
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
101
|
The following materials from Steven Madden, Ltd.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017 , formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text*
|
†
|
Filed herewith.
|
*
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filing, except to the extent the Company specifically incorporates it by reference.
|
STEVEN MADDEN, LTD.
|
|
/s/ EDWARD R. ROSENFELD
|
Edward R. Rosenfeld
|
Chairman and Chief Executive Officer
|
|
/s/ ARVIND DHARIA
|
Arvind Dharia
|
Chief Financial Officer and Chief Accounting Officer
|
10.1
|
Employment Agreement dated April 11, 2017 between the Company and Karla Frieders †#
|
31.1
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
32.1
|
Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
32.2
|
Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
|
101
|
The following materials from Steven Madden, Ltd.’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Income, (iii) the Condensed Consolidated Statements of Comprehensive Income, (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to Condensed Consolidated Financial Statements, tagged as blocks of text*
|
†
|
Filed herewith.
|
*
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filing, except to the extent the Company specifically incorporates it by reference.
|
1.
|
Term of Agreement
. April 11, 2017 through April 30, 2020, unless sooner terminated in accordance with Paragraph 6 of this Agreement.
|
2.
|
Position
. Chief Merchandising Officer.
|
3.
|
Salary
. $550,000 per annum (paid in accordance with normal Company practice) from April 11, 2017 through April 30, 2018; $570,000 per annum (paid in accordance with normal Company practice) from May 1, 2018 through April 30, 2019; and $590,000 per annum (paid in accordance with normal Company practice) from May 1, 2019 through April 30, 2020.
|
4.
|
Discretionary Bonus
. You shall be eligible to receive a performance bonus for each of 2017, 2018 and 2019 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.
|
5.
|
Restricted Stock
. On April 11, 2017, you shall be granted 20,000 shares of restricted stock. The shares shall vest 20% on April 1, 2018, 20% on April 1, 2019, 20% on April 1, 2020, 20% on April 1, 2021 and 20% on April 1, 2022.
|
6.
|
Termination
.
|
(a)
|
Involuntary Termination
. The Company has the right to terminate your employment, on written notice to you, at any time without Cause (as defined below). In the event the Company terminates your employment without Cause, then the Term shall terminate immediately, and you shall be entitled to receive only 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, 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. For the purpose of this Agreement, Cause shall mean:
|
(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 ten (10) 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 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 payment of accrued and unpaid Salary described in Paragraph 3 through the date of 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 payment of accrued and unpaid Salary described in Paragraph 3 through the date of termination.
|
(e)
|
Termination Payment
. Provided the Company makes the payments required under this Letter 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.
|
7.
|
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 or, if you are terminated by the Company for Cause or if you quit or resign your position, through April 30, 2020, 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, 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.
|
8.
|
Covenant Not to Disclose
. You covenant and agree that you will not, to the detriment of the Company, 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 regular course of business of the Company) or use for your own account any confidential or proprietary
|
9.
|
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 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.
|
10.
|
Governing Law; Injunctive Relief
.
|
10.1
|
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.
|
10.2
|
You acknowledge and agree that, in the event you shall violate any of the restrictions of Paragraphs 7, 8 or 9 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.
|
11.
|
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.
|
12.
|
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: CEO, 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 12.
|
13.
|
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.
|
14.
|
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 provisions 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.
|
15.
|
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.
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Steven Madden, Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
5.
|
The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ EDWARD R. ROSENFELD
|
Edward R. Rosenfeld
|
Chairman and Chief Executive Officer
|
May 9, 2017
|
1.
|
I have reviewed this Quarterly Report on Form 10-Q of Steven Madden, Ltd.;
|
2.
|
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
|
3.
|
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
|
4.
|
The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
|
(a)
|
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
|
(b)
|
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
|
(c)
|
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
|
(d)
|
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
|
(a)
|
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
|
(b)
|
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
|
/s/ ARVIND DHARIA
|
Arvind Dharia
|
Chief Financial Officer and Chief Accounting Officer
|
May 9, 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
|
May 9, 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
|
May 9, 2017
|