UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
(Mark One)
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year endedFiscal Year Ended December 31, 20202023
or
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ________ to ________
Commission File Number 0-23702 
STEVEN MADDEN, LTD.
(Exact name of registrant as specified in its charter)
Delaware 13-3588231
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
incorporation or organization)52-16 Barnett Avenue,Long Island CityNew York11104
(Address of principal executive offices)(Zip Code)
52-16 Barnett Avenue, Long Island City, New York 11104
(Address of principal executive offices) (Zip Code)
(Registrant's Telephone Number, Including Area Code): (718) 446-1800

(718) 446-1800
 (Registrant's telephone number, including area code)
Securities Registered Pursuantregistered pursuant to Section 12(b) of the Act:
Title of each classTrading symbol(s)Symbol(s)Name of each exchange on which registered
Common Stock, par value $.0001$0.0001 per shareSHOOThe NASDAQ StockGlobal Select Market LLC

Securities Registered Pursuantregistered pursuant to Sectionsection 12(g) of the Act: None


Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes     No 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Securities Act.
Yes     No  

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
Yes   No 
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
Yes   No 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer”,filer,” “accelerated filer”,filer,” “smaller reporting company”company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act. 
Large accelerated filerAccelerated filerEmerging growth company
Non-accelerated filerSmaller reporting company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.
report

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.
Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes     No  

The aggregate market value of the common equity held by non-affiliates of the registrant (assuming for these purposes, but without conceding, that all executive officers and directors are “affiliates” of the registrant) as of June 30, 2020,2023, the last business day of the
registrant's most recently completed second fiscal quarter, was $2,027,460,245$2,424,497,099 (based on the closing sale price of the registrant's common stock on that date as reported on The NASDAQ Global Select Market).
The number of outstanding shares of the registrant's common stock as of February 25, 202122, 2024 was 82,715,20973,999,990 shares.


DOCUMENTS INCORPORATED BY REFERENCE:
PARTPart III INCORPORATES CERTAIN INFORMATION BY REFERENCE FROM THE REGISTRANT'S DEFINITIVE PROXY STATEMENT FOR THE REGISTRANT'S 2021 ANNUAL MEETING OF STOCKHOLDERS.

incorporates certain information by reference from the registrant's definitive proxy statement for the registrant's 2024 Annual Meeting of Stockholders.



TABLE OF CONTENTS


Page
PART I
PART II
PART III
PART III
PART IV





SAFE HARBOR STATEMENT UNDER THE U.S. PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, among others, statements regarding revenue and earnings guidance, plans, strategies, objectives, expectations, and intentions. You can identify forward-looking statements by words such as: “may,” “will,” “expect,” “believe,” “should,” “anticipate,” “project,” “predict,” “plan,” “intend,” or “estimate,” and similar expressions, or the negative of these expressions. Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they represent our current beliefs, expectations, and assumptions regarding anticipated events and trends affecting our business, and industry based on information available as of the time such statements are made. We caution investors that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted with accuracy, and some of which may be outside of our control. Our actual results and financial condition may differ materially from those indicated in these forward-looking statements. As such, investors should not rely upon them. Important risk factors include:

geopolitical tensions in the regions in which we operate and any related challenging macroeconomic conditions globally may materially and adversely affect our customers, vendors, and partners, and the duration and extent to which these factors may impact our future business and operations, results of operations, and financial condition;
our ability to maintain adequate liquidity when negatively impacted by unforeseen events such as an epidemic or pandemic (COVID-19), which may cause disruptionnavigate shifting macro-economic environments including but not limited to our business operationsinflation and temporary closure of Company-operated and wholesale partner retail stores, resulting in a significant reduction in revenuethe potential for an indeterminable period of time;recessionary conditions;
our ability to accurately anticipate fashion trends and promptly respond to consumer demand;
our ability to compete effectively in a highly competitive market;
our ability to adapt our business model to rapid changes in the retail industry;
our dependence on the retention and hiring of key personnel;
our ability to successfully implement growth strategies and integrate acquired businesses;
our ability to achieve operating results that are consistent with prior financial guidance;
supply chain disruptions to product delivery systems and logistics, and our ability to properly manage inventory;
our reliance on independent manufacturers to produce and deliver products in a timely manner, especially when faced with adversities such as work stoppages, transportation delays, public health emergencies, social unrest, changes in local economic conditions, and political upheavals as well as their ability to meet our quality standards;
our dependence on the retention and hiring of key personnel;
our ability to successfully implement growth strategies;
changes in trade policies and tariffs imposed by the United States government and the governments of other nations in which we manufacture and sell products;
our ability to adequately protect our trademarks and other intellectual property rights;
our ability to maintain adequate liquidity when negatively impacted by unforeseen events such as an epidemic or a pandemic, which may cause disruption to our business operations for an indeterminable period of time;
legal, regulatory, political, and economic risks that may affect our sales in international markets;
additional tax liabilities resulting from audits by various taxing authorities;
our ability to adequately protect our trademarks and other intellectual property rights;
changes in U.S. and foreign tax laws that could have an adverse effect on our financial results;
additional tax liabilities resulting from audits by various taxing authorities;
cybersecurity risks and costs of defending against, mitigating, and responding to data security threats and breaches impacting the Company;
our ability to achieve operating results that are consistent with prior financial guidance; and
other risks and uncertainties indicated from time to time in our filings with the Securities and Exchange Commission.
These risks and uncertainties, along with the risk factors discussed under Item 1A. “Risk Factors” in this Annual Report on Form 10-K, should be considered in evaluating any forward-looking statements contained in this report. We do not undertake any obligation to publicly update any forward-looking statement, including without limitation, any guidance regarding revenue or earnings, whether as a result of new information, future developments, or otherwise.
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PART I
ACCESS TO COMPANY REPORTS AND OTHER INFORMATION
Steven Madden, Ltd. (collectively, with its subsidiaries, the “Company,” "we," "our," or "us," as applicable) was incorporated in New York on July 9, 1990, reincorporated under the same name in Delaware in November 1998 and completed its initial public offering in December 1993.
We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other reports and information with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These reports, any amendments to such reports, and our proxy statements for our stockholders' meetings are available free of charge on the "Investor Relations" section of our website, https://www.stevemadden.com/, as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. We will provide paper copies of such filings free of charge upon request. In addition, the SEC maintains an Internet site that contains reports, proxy and information statements, and other information regarding us, which is available at http://www.sec.gov.
We have a Code of Ethics for our Chief Executive Officer and our senior financial officers, as well as a Code of Business Conduct and Ethics for members of our Board of Directors, each of which is attached as an exhibit to this Annual Report. We also have a Code of Conduct that is applicable to all of our employees, which is attached as an exhibit to our 2018 Annual Report on Form 10-K filed with the SEC on February 28, 2019. Each of these codes is posted on our website at https://investor.stevemadden.com/corporate-governance/highlights. We will provide paper copies of these codes free of charge upon request. We intend to disclose on our website any amendments to, or waivers of, these codes that would otherwise be reportable on a current report on Form 8-K. Such disclosure would be posted within four business days following the date of the amendment or waiver.

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ITEM 1. BUSINESS
($ in thousands, except earnings per share and per share data)

Overview

Steven Madden, Ltd. and its subsidiaries (collectively, the “Company”, "we", "our", or "us", as applicable) design, source, market and sellmarket fashion-forward branded and private label footwear, for women, menaccessories, and children. In addition, we design, source, market and sell branded fashion handbags, apparel and accessories, as well as private label fashion handbags and accessories.apparel. We market and selldistribute our products in the wholesale channel through better department stores, major department stores, mid-tier department stores, specialty stores, luxurymass merchants, off-price retailers, value pricedshoe chains, online retailers, national chains, mass merchants,specialty retailers, independent stores, and online retailers,clubs throughout the United States, Canada, Mexico, and certainEurope, and other European nations. In addition, our products are marketedinternational markets through our retail stores and our e-commerce websites within the United States, Canada and Mexico, our joint ventures in Europe,Israel, South Africa, Israel,China, Taiwan, Malaysia, and China, and underthe Middle East along with special distribution arrangements in certain European countries, the Middle East,North Africa, South and Central America, OceaniaAustralia, and various countries in Asia. In addition, our products are distributed through our direct-to-consumer channel within the United States, Canada, Mexico, and Europe, and our joint ventures in Israel, South Africa, China, Taiwan, and the Middle East.
Our product lines include a broad range of contemporary styles designed to establish or capitalize on market trends, complemented by core product offerings. We have
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established a reputation for design creativity and our ability to offer quality, trend-right products in popular styles at accessible price points, delivered in an efficient manner and time frame.

Steven Madden, Ltd. was incorporated in New York on July 9, 1990, reincorporated under the same name in Delaware in November 1998 and completed its initial public offering in December 1993. Shares of Steven Madden, Ltd. common stock, $0.0001 par value per share, currently trade on the NASDAQ Global Select Market under the symbol "SHOO." Our principal executive offices are located at 52-16 Barnett Avenue, Long Island City, NY 11104. Our telephone numberThe following is (718) 446-1800 and our website address is http://www.stevemadden.com.

We file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and other reports and information with the Securities and Exchange Commission (the “SEC”) pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). These reports, any amendments to such reports, and our proxy statements for our stockholders' meetings are available free of charge on the "Investor Relations" sectiona description of our websitebusiness as soon as reasonably practicable after such material is electronically filed with, or furnished to, the SEC. We will provide paper copies of such filings free of charge upon request. In addition, the SEC maintains an Internet site that contains reports, proxy and information statements and other information regarding us, which is available at http://www.sec.gov.

We have a Code of Ethics for our Chief Executive Officer and our senior financial officers, as well as a Code of Business Conduct and Ethics specific to directors of our Company, each of which is attached as an exhibit to our 2014 Annual Report on Form 10-K filed with the SEC on February 26, 2015. We also have a Code of Conduct that is applicable to all of our employees, which is attached as an exhibit to our 2018 Annual Report on Form 10-K filed with the SEC on February 28, 2019. Each of these codes is posted on our website, http://www.stevemadden.com. We will provide paper copies of these codes free of charge upon request. We intend to disclose on our website any amendments to, or waivers of, these codes that would otherwise be reportable on a current report on Form 8-K. Such disclosure would be posted within four business days following the date of the amendment or waiver.

Recent Developments

On December 8, 2020, our Board of Directors appointed Zine Mazouzi to be our Chief Financial Officer, effective January 1, 2021, upon the retirement of Arvind Dharia, effective December 31, 2020.2023.
OUR SEGMENTS
Wholesale Footwear

On January 4, 2021, upon the recommendation of the Nominating/Corporate Governance Committee, our Board of Directors appointed Maria Teresa Kumar to fill the newly created directorship resulting from the expansion in the size of the Board of Directors from nine members to ten members. Ms. Kumar has also been appointed to serve on the Corporate Social Responsibility Committee.

On February 24, 2021, our Board of Directors approved the reinstatement of a quarterly cash dividend. The quarterly dividend of $0.15 per share is payable on March 26, 2021 to stockholders of record as of the close of business on March 16, 2021.

Product Distribution Segments

Our business comprises five distinct segments: Wholesale Footwear, Wholesale Accessories/Apparel, Retail, First Cost and Licensing.

Our Wholesale Footwear segment comprisesdesigns, sources, and markets our brands and sells our products to department stores, mass merchants, off-price retailers, shoe chains, online retailers, national chains, specialty retailers, independent stores, and clubs throughout the United States, Canada, Mexico, and Europe, and through our joint ventures and international distributor network. Our products are designed and marketed for various lifestyles and include dress shoes, boots, booties, fashion sneakers, sandals, and casual shoes. The Wholesale Footwear segment primarily consists of the following brands:
Steve Madden®DV Dolce Vita®Blondo®
Madden Girl®Mad Love®Anne Klein® (under license)
Madden®Steven by Steve Madden®GREATS®
Betsey Johnson®Report®
Dolce Vita®Superga® (under license)
The Steve Madden®, Dolce Vita®, Betsey Johnson®, Blondo®,GREATS®, and Anne Klein®. This segment also includes our International business and part of our private label footwear business.
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Our Wholesale Accessories/Apparel This segment comprises the following brands:
Steve Madden®BB Dakota®
Steven by Steve Madden®BB Dakota x Steve Madden®
Madden Girl®Anne Klein® (under license)
Betsey Johnson®Luv Betsey®
Big Buddha®Cupcakes & Cashmere® (under license)
Cejon®
It also includes our International business and partrepresented 52.9% of our private label accessories business. The agreements under which we licensed the Jocelyn® and DKNY® trademarks terminated as of December 31, 2020. The agreement under which we license the Cupcakes & Cashmere® trademark will terminate in April 2021.
Steven Madden Retail, Inc., our wholly owned retail subsidiary, operates Steve Madden, Steven and Superga retail stores, domestically and internationally, as well as Steve Madden, Superga, Betsey Johnson, Blondo, Dolce Vita, GREATS and BB Dakota e-commerce websites.
Our First Cost segment represents activities of one of our wholly owned subsidiaries that earns commissions for serving as a buying agent for footwear products under private labels for many of the U.S. large mass-market retailers, shoe chains and other value-priced retailers.
Our Licensing segment is engaged in the licensing of the Steve Madden®, Steven by Steve Madden® and Madden Girl® trademarks for use in connection with the manufacture, marketing and sale of apparel, outerwear, hosiery, jewelry, watches, eyeglasses, sunglasses, hair accessories, umbrellas, bedding and bath, and luggage. In addition, we license the Betsey Johnson® trademark for use in connection with the manufacture, marketing and sale of women's and children’s apparel, hosiery, fragrance and beauty, sleepwear, swimwear, activewear, jewelry, hair accessories, watches, slippers, bedding and bath, luggage, umbrellas and medical scrubs. We also license the Dolce Vita® trademark for use in connection with the manufacture, marketing and sale of swimwear and the FREEBIRD by Steven® trademark for operation of retail stores.

Wholesale Footwear Segment

Steve Madden Women's. We design, source and market our Steve Madden brand to department stores, specialty stores, luxury retailers, value priced retailers, national chains, and online retailers. The Steve Madden brand has become a leading life-style brand in the fashion-conscious marketplace. Steve Madden Women's offers fashion forward footwear designed to appeal to customers (primarily women ages 16 to 35) seeking trending footwear designs at affordable price points. New products for Steve Madden Women's are test marketed at Company-owned retail stores. Typically, within a few days, we can determine whether the test product appeals to our customers. This enables us to use our flexible sourcing model to rapidly respond to changing trends and customer preferences, which we believe is essential for success in the fashion industry. Retail price points for Steve Madden Women's products range from $59 to $189.

Madden Girl. We design, source and market a full collection of directional young women's shoes under the Madden Girl® brand. Madden Girl® is geared towards girls and young women ages 13 to 25 and is an “opening price point” brand currently sold at major department stores, mid-tier retailers, online retailers and specialty stores. Retail price points for Madden Girl products range from $39 to $79.

Steve Madden Men's. We design, source and market a lifestyle collection of men's footwear for the fashion-forward man, ages 18 to 45, under the Steve Madden® brand. Retail channels include major department stores, mid-tier department stores, better specialty stores, online retailers and independent shoe stores throughout the United States. Retail price points for Steve Madden Men's products range from $69 to $169.

Madden. The Madden® brand is a collection of casual and business casual footwear designed to meet the ever-evolving needs of the trend-conscious young male consumer, ages 16 to 35. Madden products range from $40 to $90 and are sold to national specialty stores, department stores, mid-tier department stores, online retailers, off-price retailers and independent specialty stores.

Steven. We design, source and market women's fashion footwear under the Steven® trademark through major department stores, better footwear specialty stores and shopping networks throughout the United States. Priced a tier above the Steve Madden Women's brand, Steven products are designed to appeal to fashion conscious women ages 25 to 45 who grew up
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wearing Steve Madden footwear and are looking for a shoe with an emphasis on comfort. Retail price points for Steven products range from $89 to $169.

Steve Madden Kids. Our Steve Madden Kids® brand is designed, sourced and marketed to appeal to toddlers, ages 3 to 6, young girls, ages 6 to 11, and tweens, ages 11 to 14. This brand is distributed through department stores, specialty stores, online retailers and independent boutiques throughout the United States. Retail price points for Steve Madden Kids products range from $49 to $89.

Betsey Johnson. On October 5, 2010, we acquired the Betsey Johnson® trademark and substantially all other intellectual property of Betsey Johnson LLC. Products branded under the Betsey Johnson shoe brand are distributed through department stores and online retailers. Retail price points for Betsey Johnson products range from $79 to $189.

Superga. On February 9, 2011, we entered into a license agreement with Basic Properties America Inc. and BasicNet S.p.A., for the use of the Superga® trademark in connection with the marketing and sale of footwear. Founded in Italy in 1911, Superga is recognized for its fashion sneakers in a wide range of colors, fabrics and prints for women, men and children. Retail price points for Superga products range from $65 to $129.

Report. We acquired the Report® brand in May 2011. It is a junior women's footwear brand with retail price points ranging from $20 to $100 per pair. We design, manufacture, market and sell Report branded products to major department stores, mid-tier department stores and independently owned boutiques throughout the United States.

    Mad Love. The Mad Love® brand is an exclusive beach-to-the-street lifestyle brand created to appeal to women with a young attitude and active lifestyle and marketed exclusively to Target. Beginning in spring 2021, Mad Love® will become a sustainable brand, designed and created with the mission to make our earth a better place. Retail price points for Mad Love products range from $15 to $23.

Dolce Vita. In August 2014, we acquired the Dolce Vita® and DV® brands. Dolce Vita® is a contemporary women's footwear brand with retail price points ranging from $79 to $225. Our Dolce Vita® brand products are distributed through major department stores, mid-tier department stores and independently owned boutiques primarily throughout the United States. The DV® brand is a contemporary women's footwear brand with retail price points ranging from $39 to $99. DV® products are distributed through major department stores, off-price department stores, online retailers and independently owned boutiques primarily throughout the United States.

Blondo. In January 2015, we acquired the intellectual property and related assets of Blondo, a fashion-oriented footwear brand specializing in water resistant leather boots, booties, shoes and sneakers. Founded over 100 years ago, Blondo products are sold to wholesale customers, including better department stores and specialty boutiques in both the United States and Canada. Retail price points for Blondo products range from $99 to $250.

GREATS. In August 2019, we acquired GREATS, a Brooklyn-based digitally native footwear brand specializing in premium quality, responsibly made sneakers for men and women, which are sold primarily via the Internet. Founded in 2014, GREATS is a pioneer and the first digitally native sneaker brand. GREATS also partners with better department stores like Nordstrom as well as specialty boutiques in the United States. Retail price points for GREATS products range from $119 to $199. 

Anne Klein. In January 2018, we entered into a license agreement with Nine West Development LLC for a license to use the Anne Klein®, AK Sport®, AK Anne Klein Sport® and Lion Head Design® trademarks in connection with the marketing and sale of footwear. The Anne Klein® brand is recognized as being synonymous with American sportswear. Retail price points for Anne Klein products range from $49 to $129.

International Division. The International division, utilizing some of the brands discussed above, markets products to better department stores, major department stores, mid-tier department stores, specialty stores, luxury retailers, value priced retailers, national chains, mass merchants and online retailers through wholly owned subsidiaries in Canada and Mexico and joint venture partnerships in Europe (excluding Italy, Spain and Greece, where we had preexisting distributors), South Africa, Israel, China and Taiwan. In addition, the International division works through special distribution arrangements for the marketing and sale of our products in Spain, Italy, Greece, South Korea, Australia, the Middle East, India, South and Central America, New Zealand and Southeast Asia.

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Private label business. We design, source and market private label footwear primarily to mid-tier chains and mass market merchants. In addition, we design, source and market footwear for third-party brands, such as Material Girl® and Candies®.

total revenue during 2023.
Wholesale Accessories/Apparel Segment

Our Wholesale Accessories/Apparel segment designs, sources, and markets nameour brands and sells themour products to department stores, mass merchants, value pricedoff-price retailers, online retailers, specialty retailers, independent stores, and specialty storesclubs throughout the United States, Canada, Mexico, and MexicoEurope and through our joint ventures and Internationalinternational distributor network. These products include the following brands as well as private label fashionOur Wholesale Accessories/Apparel business primarily consists of handbags, and accessories:

Steve Madden®BB Dakota®
Steven by Steve Madden®BB Dakota x Steve Madden®
Madden Girl®Anne Klein® (under license)
Betsey Johnson®Luv Betsey®
Big Buddha®Cupcakes & Cashmere® (under license)

The agreements under which we licensed the Jocelyn® and DKNY® trademarks terminated as of December 31, 2020. The agreement under which we license the Cupcakes & Cashmere® trademark will terminate in April 2021.

We market and sell cold weatherapparel, small leather goods, belts, soft accessories, fashion scarves, wraps, gifting, and other trend accessoriesaccessories. The Wholesale Accessories/Apparel segment primarily under ourconsists of the following brands: Steve Madden®Madden®, BB Dakota®, Cejon®Anne Klein®, Betsey Johnson®Johnson®, and Big Buddha® brand namesDolce Vita®. This segment also includes our private label handbag and private labels to department storesaccessories business. This segment represented 21.0% of total revenue during 2023.
Direct-to-Consumer
Our Direct-to-Consumer segment consists of Steve Madden® and specialty stores.
Dolce Vita
Retail Segment

As of December 31, 2020, we owned and operated® 218full-price retail stores, including 143 Steve Madden full-price stores, 66 Steve Madden® outlet stores, one Steven store, one Superga store and seven e-commerce websites (SteveSteve Madden Superga, Betsey Johnson, Blondo, Dolce Vita, GREATS and BB Dakota; our Jocelyn website was terminated as of December 31, 2020). In 2020, we added three full-price stores and two outlet stores and closed nine full-price stores, four outlet stores and one e-commerce website. In addition, during 2020, we closed 14 concessions in South Africa and one concession in Taiwan and opened one concession in China, ending the year with 17 company-operated® concessions in international markets. Steve Madden stores are locatedmarkets, and our directly-operated digital e-commerce websites. We operate retail locations in regional malls and shopping centers, as well as high streets in major shopping malls and in urban street locationscities across the United States, Canada, Mexico, Europe, Israel, South Africa, Israel,Taiwan, China, and Taiwan.

We believe thatthe Middle East. Our stores play an important role in our direct to consumer business ("DTC") will continue to enhance overall salestest-and-react strategy, and profitabilityalso serve as well asfulfillment and return locations for our ability to react quickly to changing consumer trends.e-commerce business. Our DTC businessstores also servesserve as a marketing tool that allows us to strengthen global brand recognition and to showcase selected items from our full line of branded and licensed products. Furthermore, it provides us with a channel to test and introduce new products, designs and merchandising strategies. We often test new designs of Steve Madden products in our retail business before scheduling them for mass production and wholesale distribution. In addition to these testing and marketing benefits, we have also been able to leverage sales information gathered at Steve Madden retail stores and our websites to assist our wholesale customers in their order placement and inventory management. Our stores play an important role in our integrated retail strategy and also serve as fulfillment and return locations for our e-commerce business. We have also launched buy online, pickup in-store in all U.S. full-price locations. We expect to open three to five new retail stores in international markets and close two to five locations, globally in 2021.

First Cost Segment

The First Cost segment earns commissions for serving as a buying agent for footwear products under private labels for many of the large mass-market retailers, shoe chains and other mid-tier retailers. As a buying agent, we utilize our expertise and our relationships with shoe manufacturers to facilitate the production of private label shoes to customer specifications. We believe that operating in the private label market provides us additional non-brandedour retail stores and websites enhance overall sales opportunities and leveragesprofitability and our overall sourcingability to react quickly to changing consumer demands.
In 2023, we added 38 brick-and-mortar stores and design capabilities. Our First Cost segment earns commissions serving as a buying agent for the procurementclosed 15 brick-and-mortar stores and one e-commerce site. As of women's, men'sDecember 31, 2023, we operated 255 brick-and-mortar retail stores, including 181 Steve Madden® full-price stores, 71 Steve Madden® outlet stores and children's footwear for large retailers.three Dolce Vita® full-price store. In addition, by leveragingwe ended the strength of ouryear with 20 concessions in Taiwan, four concessions in China, and one concession in Portugal, ending the year with 25 Steve Madden brands and product designs, we are able to partially recover our design, product and development costs from our suppliers.

®
concessions in international markets.
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In addition to our brick-and-mortar stores, our Direct-to-Consumer business offers products online through our e-commerce sites in the United States, Canada, Mexico, Europe, Israel, South Africa, Asia, and the Middle East. We operate five branded e-commerce sites, which include: www.stevemadden.com, www.dolcevita.com, www.betseyjohnson.com, www.blondo.com, and www.greats.com. This segment represented 25.6% of total revenue during 2023.
Licensing Segment

We license ourOur Licensing segment is engaged in the licensing of the Steve Madden®, Steven by Steve Madden®Madden® and Madden Girl®Betsey Johnson® trademarks for use in connection with the manufacture, marketing and sale of select apparel, outerwear, hosiery, jewelry, watches, eyeglasses, sunglasses, hair accessories, umbrellas, beddingaccessory, and bath, and luggage. In addition, we license the Betsey Johnson® trademark for use in connection with the manufacture, marketing and sale of women's and children’s apparel, hosiery, fragrance and beauty, sleepwear, swimwear, activewear, jewelry, hair accessories, watches, slippers, bedding and bath, luggage, umbrellas and medical scrubs. We also license the Dolce Vita® trademark for use in connection with the manufacture, marketing and sale of swimwear and the FREEBIRD by Steven® trademark for operation of retail stores.home categories as well as various other non-core products. Most of our license agreements require the licensee to pay us a royalty based on actual net sales,revenue, a minimum royalty in the event thatthe specified net salesrevenue targets are not achieved and a percentage of sales for advertisingbrand advertising.
Corporate
Corporate does not constitute a reportable segment and includes costs not directly attributable to the brand.segments. These costs are primarily related to expenses associated with corporate executives, corporate finance, corporate social responsibility, legal, human resources, information technology, cyber security, and other shared services.
SeeFor additional information on our segments, refer to Note QS – Operating Segment Information in the Notes to our consolidated financial statements included in this Annual Report on Form 10-KReport.
OUR BRANDS
Steve Madden. We design, source, and market fashion-forward footwear, accessories, and apparel under the Steve Madden® brand. The Steve Madden® brand is a leader in the fashion footwear industry with permission from the customer to sell products across most footwear categories including dress shoes, boots, booties, fashion sneakers, and casuals. While the brand appeals to a wide demographic, the core target consumer is 18 to 40 years old. The Steve Madden® brand is sold globally, including the U.S., Canada, Mexico, Europe, Asia-Pacific, Africa, and Latin America.
Dolce Vita. Dolce Vita® is a contemporary women's brand known for additional information relatingits effortless style for the modern individual. Dolce Vita® is more than just shoes and handbags, it’s about creating a community, supporting underrepresented voices, and responsibly building a brand that we can be proud of with every step. The Dolce Vita® brand is sold globally, including the U.S., Canada, Mexico, Europe, Israel, Australia, and Indonesia. We acquired the Dolce Vita® footwear trademark in August of 2014 and in December 2021, we acquired the remaining intellectual property rights of Dolce Vita® including handbags and other accessories.
Betsey Johnson. The Betsey Johnson® brand is recognized for its unique and original designs – both pretty and punk, lots of color, and movement and modernity – that embrace girl power at any age. Betsey Johnson® footwear and accessories are designed for inclusive, punky, and fiercely independent women with a target age of 25 to our five operating segments.45 yrs. old. The Betsey Johnson brand is primarily sold in the U.S, and in select international markets. We acquired the Betsey Johnson® trademark and substantially all other intellectual property of Betsey Johnson LLC in October of 2010.

Blondo.
The Blondo® brand is a 100+ year-old footwear brand recognized for its quality water-resistant leather boots, booties, casual shoes, and sneakers. The Blondo® brand is primarily sold in the U.S. and Canada. We acquired the intellectual property and related assets of Blondo® in January of 2015.
Product Design and DevelopmentGREATS. The GREATS® brand is a Brooklyn-based, digitally native footwear brand founded in 2014 which specializes in premium quality, responsibly made sneakers. The GREATS® brand is primarily sold in the U.S. We acquired the GREATS® brand in August of 2019.
LICENSED BRAND

Anne Klein.
 The Anne Klein® brand has a rich heritage going back over 50 years and is recognized for its dedication to timeless American classics. Anne Klein® footwear and accessories are sold in the U.S., Canada, Mexico, and Israel. In January 2018, we entered into a license agreement with WHP Global for a license to use the Anne Klein®, AK Sport®, AK Anne Klein Sport®, and Lion Head Design® (collectively "Anne Klein®") trademarks in connection with the design, marketing, and sale of footwear and accessories.
PRODUCT DESIGN AND DEVELOPMENT
We have established a reputation for our creative designs, marketing, and trendytrend-right products at affordable price points. Our future success will substantially depend on our ability to continue to anticipate and react swiftlyquickly to changing
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consumer demands. To meet this objective, we have developed what we believe is an unparalleled design process that allows us to recognizeteam and respond quickly to changing consumer demands.process. Our design team strives to create designs that fitare true to our image,DNA, reflect current or anticipated trends, and can be manufactured in a timely and cost-effective manner. Most new products are tested in select Steve Madden retail stores.stores and on directly-operated e-commerce websites. Based on these tests, among other things, management selects our products that are then offered for wholesale and retaildirect-to-consumer distribution nationwide.worldwide. We believe that our design and testing processes andcombined with our flexible sourcing modelsmodel provide our brands with a significant competitive advantage allowingand allow us to mitigate the risk of incurring costs associated with the production and distribution of less desirable designs.

Product Sourcing and DistributionMANUFACTURING AND SUPPLY CHAIN

We source each of our product lines separately based on the individual design, style, and quality specifications of the products in suchour various brands and product lines.categories. We do not own or operate any foreign manufacturing facilities; rather, we use agents and our own sourcing officeoffices to source our products from independently owned manufacturers primarily in China, and also in Cambodia, Mexico, Brazil, India,Italy, Vietnam, ItalyIndia, and other European nations.countries. We have established relationships with a number of manufacturers and agents in each of these countries. We have not entered into any long-term manufacturing or supply contracts. We believe that a sufficient number of alternative sources exist for the manufacture of our products.

We continually monitor the availability of the principal raw materials used in our footwear, accessories, and apparel which are currently available from a number of sources in various parts of the world. We track inventory flow on a regular basis, monitor sell-through data, and incorporate input on product demand from wholesale customers.

The suppliers and manufacturers of our products are required to meet quality,adopt our Supplier Code of Conduct 2.0 which specifies that they comply with all local laws and regulations governing human rights, safetyworking conditions, anti-corruption laws, restricted substances, and other standard requirements.environmental compliance, including animal welfare and conflict minerals, before we conduct business with them. We are committed to the safetyworking with manufacturers, suppliers, vendors, and well-beingagents that share our Company’s goal of the workers throughout our supply chain.

maintaining socially responsible and sustainable business practices.
Our products are manufactured overseas and most of our products are shipped via ocean freight carriers to ports principallyour third-party distribution facilities in California and to a lesser extent in New Jersey, and via truck from Mexico to our third-party distribution facility in Texas. We rely to a lesser extent on air carriers for the shipping of products. Once our products arrive in the U.S., we distribute them mainly from six third-party distribution centers, four located in California, one located in Texas, and one located in New Jersey. Our products are also distributed through a Company-operated distribution center located in Canada. Our products are also distributedCanada and through our third-party distribution facilityfacilities in Mexico.Mexico and Europe. By utilizing distribution facilities specializing in fulfillment for certain wholesale accounts,customers and Steve Madden retail stores and Internet customers, we believe that our customersconsumers are served more promptlyin a prompt and efficiently.efficient manner. Suppliers of products for our businesses in Canada, and Mexico, Europe, and our joint ventures in Europe,Israel, South Africa, Israel,China, Taiwan, Malaysia, and Chinathe Middle East ship directly to ports in the respective countries, and productscountries. Products for our overseas distributors are shipped to freight forwarders primarily in China and Mexico where the distributor arranges for subsequent shipment. See Item 1A “Risk Factors” below for a discussion of the risk of supply chain disruptions.

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Customers

Our wholesale customers consist principally of better department stores, major department stores, mid-tier department stores, national chains, mass merchants, value priced retailers, specialty stores and online retailers. These customers, in no particular order, include:

Nordstrom, Inc.The TJX Companies, Inc.
Dillard's, Inc.Amazon.com, Inc.
Macy's, Inc.Ross Stores, Inc.
Designer Brands, Inc.Walmart Inc.
Kohl's CorporationTarget Corporation

DISTRIBUTION
For the year ended December 31, 2020, Walmart Inc. represented approximately 13.9% of total revenue. At December 31, 2020, Walmart Inc. represented 19.0% of total accounts receivable, Target Corporation represented 14.9% of total accounts receivable, Ross Stores, Inc. represented 11.8% of total accounts receivable, The TJX Companies, Inc. represented 11.7% of total accounts receivable and Nordstrom, Inc. represented 10.3% of total accounts receivable. The Company did not have any other customers who accounted for more than 10% of total revenue or any other customers who accounted for more than 10% of total accounts receivable.

Distribution Channels

United States, Canada, Mexico, Europe, South Africa, Israel, Taiwan and China

We sell2023, our products principally through department stores, specialty stores, online retailers, luxury retailers, national chains and mass merchants in the United States, Canada, Mexico and certain European nations. In addition, we sell our products in our Company-owned retail stores in the United States, Canada and Mexico, under our joint ventures in Europe, South Africa, Israel, Taiwan and China, and on our e-commerce websites. For the year ended December 31, 2020, our two Wholesale segments and our Retail segmentDirect-to-Consumer businesses generated net salesrevenue of approximately $949,554$1,464,980 and $239,389,$506,494, or 79%73.9% and 20%25.6% of our total revenue, respectively. Each of these distribution channels is described below.

Department Stores.Wholesale. We currently sellOur products are distributed in our productswholesale channel to approximately 1,800 doors of 12over 2,000 retailers, including department storestores, mass merchants, off-price retailers, shoe chains, online retailers, national chains, specialty retailers, independent stores, and clubs throughout the United States, Canada, Mexico, and certain European nations. Our major accounts include Nordstrom, Inc., Macy's, Inc., Dillard's, Inc., Belk, Inc. and Bloomingdale's, Inc.

We provide merchandising support to our department store customers, including in-store fixtures and signage, supervision of displays and merchandising of our various product lines. Our wholesale merchandising effort includes the creation of in-store concept shops in which we showcase a broader collection of our branded products. These in-store concept shops create an environment that is consistent with our image and are designed to enable the retailer to display and sell a greater volume of our products per square foot. In addition, these in-store concept shops encourage longer term commitment by the retailer to our products and enhance consumer brand awareness.

In addition to merchandising support, our key account executives maintain weekly communications with their respective accounts to guide them in placing orders and to assist them in managing inventory, assortment and retail sales. We also leverage our sell-through data gathered at our retail stores to assist department stores in allocating their open-to-buy dollars to the most popular styles in the product line and phasing out styles with weaker sell-through, which, in turn, reduces markdown exposure at the end of the season.

National Chains and Mass Merchants. We currently sell to national chains and mass merchants throughout the United States, Canada, Mexico and certain European nations. Our major accounts include Walmart Inc., Target Corporation and Kohl's Corporation.

Shoe Chains/Specialty Stores. We currently sell to shoe chains and specialty store locations throughout the United States, Canada, Mexico and certain European nations. Our major specialty store accounts include DSW Designer Brands, Famous Footwear and Gap, Inc. We offer our specialty store accounts similar merchandising, sell-through and inventory tracking support offered to our department store accounts.

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Off-Price. We currently sell to off-price retailers throughout the United States, Canada, Mexico and certain European nations. Our major accounts include The TJX Companies, Inc., Ross Stores, Inc. and Burlington Stores, Inc.

Internet Sales. We operate seven Internet e-commerce website stores (Steve Madden, Superga, Betsey Johnson, Blondo, Dolce Vita, GREATS and BB Dakota; our Jocelyn website was terminated as of December 31, 2020) where customers can purchase numerous styles of our Steve Madden Women's, Steven, Madden Men's, Superga, Betsey Johnson, Blondo, Dolce Vita and GREATS footwear and BB Dakota and BB Dakota x Steve Madden apparel and accessory products, as well as selected styles of Madden Girl footwear and accessory products. We also sell to online retailers throughout the United States, Europe, and Canada. Our major accounts include Zappos, Amazon, Zolando, and ASOS.

Steve Madden, Steve Madden Outlet, Steven and Superga Retail Stores. As of December 31, 2020, we operated 143 Steve Madden full-price stores within the United States, Canada and Mexico and underother international markets through our joint ventures in Israel, South Africa, China, Taiwan, Malaysia, and Israel. We also operated 66 Steve Madden outlet stores, one Steven storethe Middle East along with special distribution arrangements in certain European countries, North Africa, South and one Superga store within the United States. We also operated seven e-commerce websites (Steve Madden, Superga, Betsey Johnson, Blondo, Dolce Vita, GREATSCentral America, Australia, and BB Dakota; our Jocelyn website was terminated as of December 31, 2020). We believe that our retail stores will continue to enhance overall sales and profitability, and our ability to react swiftly to changing consumer trends. Our stores play an important rolevarious countries in our integrated retail strategy and also serve as fulfillment and return locations for our e-commerce business. In 2020 we launched a program where customers can buy online and pick up in store at all of our Steve Madden full-price locations within the United States. We have also launched buy-online-return-in-store in select locations. Our stores also serve as a marketing tool that allows us to strengthen global brand recognition and to showcase selected items from our full line of branded and licensed products. Furthermore, our retail stores provide us with a channel to test and introduce new products, designs and merchandising strategies. We often test new designs at our Steve Madden retail stores before scheduling them for mass production and wholesale distribution. In addition to these test marketing benefits, we have also been able to leverage sales information gathered at Steve Madden retail stores to assist our wholesale customers in their order placement and inventory management.

A typical Steve Madden store is approximately 1,500 to 2,000 square feet and is located in a mall or street location that we expect will attract the highest concentration of our core demographic, style-conscious customer base. The Steven and Superga stores, which are generally the same size as our Steve Madden stores, have a more sophisticated design and format styled to appeal to a more mature target audience. The typical outlet store is approximately 2,000 to 2,500 square feet and is located within outlet malls throughout the United States. Our stores play an important role in our integrated retail strategy and serve as fulfillment and return locations for our e-commerce business. We have also launched buy online, pickup in-store in select locations.

International Distributors

In addition to the countries and territories mentioned above, our products are available in many other countries and territories worldwide via retail selling and distribution agreements.Asia. Under the terms of thesethe distribution agreements, the distributors and retailers purchase product from us and are generally required to open a minimum number of stores each year and to pay a fee for each pair of footwear purchased and an additional sales royalty as a percentage of sales or a predetermined amount per unit of sale. Most of the distributors are required to purchase a minimum number of our products within specified periods. The agreements currently in place expire on various dates and include automatic renewals at the distributors' option provided certain conditions are met. These agreements are exclusive
Our top ten wholesale customers, in their specific territories, which include certain European countries,no particular order, include: Nordstrom, Macy's, Dillard's, DSW, The TJX Companies, Ross Stores, Burlington Stores, Amazon, Walmart, and Target.
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For the year ended December 31, 2023, the Company did not have any customers who accounted for more than 10% of total revenue. At December 31, 2023, three customers accounted for 16.1%, 12.7%, and 12.4% of total accounts receivable. The Company did not have any other customers who accounted for more than 10% of total accounts receivable.
Direct-to-Consumer. Our Direct-to-Consumer segment consists of Steve Madden® and Dolce Vita® full-price retail stores, Steve Madden® outlet stores, Steve Madden® concessions in international markets, and our directly-operated digital e-commerce websites. We operate retail locations in regional malls and shopping centers, as well as high streets in major cities across the United States, Canada, Mexico, Europe, Israel, South Africa, Taiwan, China, and the Middle East, SouthEast.
As of December 31, 2023, we operated 255 brick-and-mortar retail stores, including three Dolce Vita® full-price stores and Central America, Oceania71 Steve Madden® outlet stores, and various countriesfive e-commerce websites. In addition, we had 25 Steve Madden® concessions in Asia.

international markets. Out of the 255 total brick-and-mortar retail stores, 135 were located outside of the U.S.
Competition

COMPETITION
The fashion industry is highly competitive. We compete with specialty shoe,numerous domestic and international footwear, apparel, and accessory companies as well as companies with diversified footwear product lines, such as Aldo, Sam Edelman, Jessica Simpson, Lucky Brand and Vince Camuto.companies. Our competitors may have greater financial and other resources than we do. We believe effective marketing, and advertising, favorable brand image, fashionable styling, high quality, value, and fast manufacturing turnaround are the most important competitive factors, and we intend to continue to employ these elements in our business. However, we cannot be certain that we will be able to compete successfully against our current and future competitors, or that competitive pressures will not have a material adverse effect on our business, financial condition, and results of operations.

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Marketing and SalesMARKETING

We have focused on creating an integrated-brand building programa full-funnel marketing strategy that covers all stages of the customer journey, to establish our Company as a leading designer and marketer of fashion footwear, accessories, and apparel for a diverse set of style-conscious women and men.consumers. Principal top of funnel marketing activities include digital brand marketing, social media and digital marketing efforts, influencer marketing, experiential events, in-store and online promotions, and public relations includingfocusing primarily on digital product and brand placements, in lifestyle and fashion magazines and digital outlets, in-store promotions, and events,celebrity seeding, as well as public and media appearances by our founderFounder and Creative and Design Chief, StevenSteve Madden. We foster high value lifetime customer relationships with investments in marketing technology and talent, both in-house and via strategic partnerships with external agencies. We continue to promote our e-commerce websites where customers can purchase Steve Madden Steven, Superga,®, Dolce Vita®, Betsey Johnson®, Blondo Dolce Vita®, and GREATS footwear and BB Dakota and BB Dakota x Steve Madden apparel and accessory products, as well as select styles of Madden Girl footwear and accessory® products.

Management Information SystemsMANAGEMENT INFORMATION SYSTEM (MIS) Operations

OPERATIONS
Sophisticated information systems are essential to our ability to maintain our competitive position and to support our growth. Our Enterprise Resource Planning (“ERP”) system is an integrated system that supports our wholesale business in the areas of finance and accounting, manufacturing-sourcing, purchase order management, customer order management, and inventory control. All of our North American wholesale businesses (other than Canada, which has a separate ERP system) and our Asia first-cost and sourcing operations are operated through this ERP system. Our warehouse management system is utilized by the majority of our third-party logistics providers and is fully integrated with our ERP system. A point-of-sale system for our U.S. retail stores is integrated with a retail inventory management/management and store replenishment system. We have transitioned our e-commerce softwareplatform to a major cloud-based provider. Complementing all of these systems are ancillary systems and third-party information processing services, including, among others, supply chain, business intelligence/intelligence, data warehouse,warehousing, Electronic Data Interchange, credit card processing, human resources, and payroll. We undertake updates of all of these management information systems on a periodic basis in order to ensure that our functionality is continuously improved. In 2019, we invested $8,200 in a new data
INFORMATION SYSTEMS
The Company maintains its information technology and recovery center, with substantially allsecurity policies, comprised of risk management policies and procedures surrounding the Company’s information systems, cybersecurity practices, and protection of confidential information. The Company’s Chief Information Security Officer has ultimate oversight of the project going into productionCompany’s cyber risk management policies and procedures, and chairs quarterly Information Security Steering Committee meetings, which provides cooperation, collaboration, and consensus driven information security guidance to both the Information Technology Department, and the Company as a whole. Our Chief Information Security Officer oversees our cybersecurity risk management and information security programs and provides quarterly status reports to the Information Security Steering Committee and the Audit Committee. As part of the Company's information security program, all global employees including high-risk users and executives, are required to complete annual training on information security awareness, including cybersecurity, global data privacy requirements, and information technology compliance measures. Certain roles require additional role-based, specialized cybersecurity training, such as tabletop exercises to ensure proactive preparation and effective coordination in 2020.the event of a security incident. An annual network and application penetration test is conducted by a reputable external vendor. The
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Trademarks

outcomes and findings of the penetration testing are shared with the Information Security Steering Committee and the Audit Committee, as well as any steps the Company has taken to mitigate and remediate any identified risks. Additionally, we maintain network security and cyber liability insurance in order to provide a level of financial protection in the event of certain covered cyber losses and data breaches.
TRADEMARKS
Our strategy for the continued growth of our business includes expanding our presence beyond footwear, accessories, and apparel through the selective licensing of our brands. We consider our Company-ownedcompany-owned trademarks to be among our most valuable assets, and have registered many of our markstrademarks in the United States and 151149 other countries and in numerous International Classes. From time to time, we adopt new trademarks and new logos and/or stylized versions of our trademarks in connection with the marketing of new product lines. We believe that these trademarks have significant value and are important for purposes of identifying our Company, the marketing of our products and the products of our licensees, and distinguishing them from the products of others. What follows is a list of the trademarks
Trademarks we believe areto be most significant to our business:
business include: Steve Madden
®
Steve Madden®Report®
Steven by Steve Madden®Report Signature®
Steven®Dolce Vita®
Madden Girl®DV8®
Stevies®DV®
Stevies plus Design®DV DOLCE VITA®
Topline®MadLove®
Betseyville®Blondo®
Betsey Johnson®Blondo Waterproof plus Heart Design®
LUV BETSEY plus Kiss Design®By Steve Madden plus Heart®
LUV BETSEY by Betsey Johnson Design®SM Pass®
Blue by Betsey Johnson®
COOL PLANETTM
Steve Madden plus Design®BB Dakota®
FREEBIRD By Steven®GREATS®

, Madden Girl
We act aggressively to register trademarks®, Madden NYC™, Betsey Johnson®, Dolce Vita®, and we monitor their use in order to protect them against infringement. There can be no assurance, however, that we will be able to effectively obtain rights to our marks worldwide. Moreover, no assurance can be given that others will not assert rights in, or ownership of, our marks and other proprietary rights or that we will be able to resolve any such conflicts successfully. Our failure to adequately protect our trademarks from unlawful and improper appropriation may have a material adverse effect on our business, financial condition, results of operations.
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Blondo
®

Trademark Licensing

Our strategy for the continued growth of our business includes expanding our presence beyond footwear, apparel and accessories through the selective licensing of our brands. As of December 31, 2020, we. We license our Steve Madden®, Steven by Steve Madden®Madden® and Madden Girl® trademarks for use in connection with the manufacture, marketing and sale of outerwear, hosiery, jewelry, watches, eyeglasses and sunglasses, umbrellas, bedding, luggage, fragrance and men’s leather accessories. In addition, we license the Betsey Johnson®Johnson® trademark for use in connection with the manufacture, marketing, and sale of women'sselect apparel, accessories, and children’s apparel, hosiery, swimwear, slippers, fragrance and beauty, sleepwear, activewear, medical scrubs, jewelry, watches, eyeglasses and sunglasses bedding and bath, luggage, umbrellas and household goods. We also license the Dolce Vita® trademark for use in connection with the manufacture, marketing and sale of swimwear and the FREEBIRD by Steven® trademark for operation of retail stores. Most of our license agreements require the licensee to pay us a royalty based on actual net sales, a minimum royalty in the event that specified net sales targets are not achieved and a percentage of sales for advertising the brand.

home categories as well as various other non-core products.
In addition to the licensing of our trademarks, we in-license the trademarks of third parties for use in connection with certain of our product lines. Generally, these licensing arrangements require us to make advertising payments to the licensor as well as royalty payments equal to a percentage of our net salesrevenue and/or a minimum royalty and in some cases additional payments in the event that specified net salesrevenue targets are not achieved.

See Notes CFor additional information on our licensing arrangements, refer to Note B – Summary of Significant Accounting Policies and PNote O – Commitments, Contingencies, and Other in the notes to our consolidated financial statements included in this Annual Report on Form 10-K for additional disclosure regarding these licensing arrangements.Report.

HUMAN CAPITAL RESOURCES
Human Capital Resources

OnAs of February 1, 2021,2024, we employed approximately 2,8004,200 employees globally, with approximately 2,200 of whomthese employees located in the United States and 2,000 located internationally. Of these employees, approximately 2,1002,900 work full-time and approximately 7001,300 work part-time. Most of our part-time employees work in the RetailDirect-to-Consumer segment. Approximately 1,700 of our employees are located in the United States, approximately 600 employees are located in China and Hong Kong, approximately 180 employees are located in Canada, approximately 160 employees are located in Mexico, approximately 60 employees are located in Taiwan, approximately 60 employees are located in South Africa and approximately 40 employees are located in Europe. None of our employees are represented by a union. Our management considersunion, and we consider our relations with our employees to be good. We have never experienced a material interruption of our operations due to a labor dispute.

Culture

Steve Madden is for the bold, expressive, and ambitious. Our core values – authenticity, initiative, tenacity, humility and trustguiding principles are key to our competitive edge and are embedded throughout all levels of our Company. They motivate our growth, inspire our innovation, define our culture, and set the standard for all of our actions.

First things first. Take care of the fundamentals before anything else.
Authenticity: Show up to work as your true selfIt starts with trust. Great teams are built upon trust. We build trust through honesty, care for the greater good, and follow-through.
Initiative: Don’t coast. Celebrate success, but don’t rest on your laurels. Hustle and grind are what set us apart.
Think big and small. Have your eyes on the big picture while obsessing over the details.
The customer is our muse. Study our customers, connect with them directly, and always be open to inspiration.
Place team ownership over personal ego. The company wins when the team has ownership. Don’t let your ego control you.
Everyone can be creative. Creativity is about more than making art. It’s about seeing around corners, working within limitations, and being original.
Progress, not perfection. Act upon good ideas quickly and always be ready to iterate
Tenacity: Look at problems from all sides and be resourceful
Humility: Think from the perspective of others and always be open to learning
Trust: Build strong relationships with good will and integrity

iterate.
Career Development

TheIn the dynamic world of fashion, landscapeit is constantly shiftingvital that we support the continuous learning and evolving, which makes it especially important for us to invest in the ongoing career developmentpersonal growth of our employees. In service of this objective, we constantly seek out, promote, and improve uponOur talent development initiatives focus on enhancing internal programs and processes that make it possible for empower our
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employees to reachexcel and feel a strong sense of belonging and fulfillment in their full potential. Some examples of this focusroles. Key initiatives include our ongoinglong-standing professional development relationship with the University of Arizona Global Campus, oura comprehensive tuition reimbursement program, our internal employee learning opportunities, and external conference and workshop offerings around specific industry content as well as leadership coaching, and management training, in general. Mentoring, timelyand access to external conferences and workshops that focus on specific industry knowledge. In 2021, we introduced the SM Learning Sessions, a monthly, company-wide initiative that brings together internal and external experts to share knowledge on diverse topics. This program not only enhances skillsets, but also fosters a collaborative and inclusive environment, encouraging cross-departmental interaction and networking. Furthermore, annual performance evaluations and constructive feedback mechanisms are integral to our strategy. By investing in employee development, we aim to create a workplace where employees are not only equipped to meet the challenges of the ever-evolving fashion industry but are also key elements ofdeeply engaged and committed to our career development efforts at our Company.

long-term success.
Diversity, Equity, and Inclusion

We believe that finding,recruiting, employing, and retaining people from all backgrounds, ethnicities, genders, lifestyles, and belief systems have been the cornerstones of meeting the needs of our diverse consumer base and building a global business. By
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embracing a diverse and inclusive workplace, we create an environment that offers all our employees opportunities to succeed. We want all our employees to be as successful as they can be and to reach their full potential no matter who they are, where they are from, or what they believe. In the spirit of this core belief, we strive to build an increasingly inclusive culture where all employees feel free to express themselves and have opportunities to grow. In 2020, we engaged in the followingA few highlights of our diversity initiatives among others:include:
we established a Diversity and Inclusion Council made up of key leaders in our Company to oversee the implementation of our detailed Diversity, Equity, and Inclusion Strategic Plan;
we added three members to our Board of Directors, each of whom are people of color and bring new perspectives to the highest level of Company leadership;
our employees formed twothree employee resource groups - one for Black employees and allies called Black Sole, and one for LGBTQLGBTQ+ employees and allies called SM Pride;Pride, and one for Hispanic employees and allies called De La Sole;
we launched “Tune-In Tuesday,” a weekly email of internal job openings to encourage career development and advancement;
we signed the Open“Open to AllAll” pledge with other major brands and retailers;
we joined the Black in Fashion Council;
we implemented Company-wide Diversitydiversity and Inclusioninclusion training;
we joined Hive Diversitysponsored scholarships provided for the country’s most talented young students from diverse backgrounds through the Fashion Scholarship Fund;
we provided financial support and are partnering with Historically Black Collegeshands-on retail education programs for Howard University, thereby enhancing the students’ educational experience and Universitiescreating a talent pipeline from the university to establish diverse pipelines of talent and expand our recruiting;Steve Madden; and
we launched Adaptive Kids footwear, soon to expand to adults.adults, and engaged partners such as Open Style Lab and Runway of Dreams to enhance and promote our adaptive styles along people with disabilities.

Employee Wellness

We see personal health and fitnessAt Steve Madden, we prioritize the well-being of our employees, as key to long-term professional success, which is why we’ve established #SMWellness as a monthly opportunity for our team to invest in themselves. During these sessions, employees can take a break from their work routines to indulge in rejuvenating activities like meditation sessions, soothing back massages, and nutritious snacks. Additionally, we offer benefits and programs focused on physical, emotional, and financial well-being. These include mindfulness and meditation training, financial wellness seminars, health fairs, discounted gym memberships, free flu shots, and on-site discounted food. We also offer an Employee Assistance Program with a range of programs, resources, and tools that can help with myriadvarious wellness issues. To help manage work-life balance,We collaborate with featured vendors to enhance the experience and provide even more ways for our employees to prioritize their wellness.
Charitable Giving
In December 2021, the Company formed The Steve Madden Corporate Foundation, a donor-advised fund established under Fidelity Charitable and managed by Rockefeller Capital Management. As part of the Company's charitable giving strategy, we offermade a paid membershipone million dollar contribution for each of 2023 and 2022, and we have since launched multiple shop-to-give campaigns across our various company-operated e-commerce websites.
GOVERNMENT REGULATIONS
Our business is subject to Care.com so employees can find childcare, senior care, special needs carevarious United States federal, state, local, and other related services.

COVID-19

Theforeign laws and regulations, including environmental, health, and safety of our team members is of the highest importance. Our focus on the safety of our team members is evident in our response to COVID-19 starting back in March 2020. We initially closed down all stores to ensure the safety of our customerslaws and retail associates,regulations. In addition, we may incur liability under environmental statutes and then we added working from home flexibility for our corporate positions that can be accomplished remotely. We increased cleaning protocols, implemented onsite temperature screening, upgraded our HVAC systems, provided personal protective equipment and related supplies as needed, established new spacing and schedules to maximize social distancing while at work, and have also provided regular communications regarding impacts of COVID-19, including health and safety protocols and procedures.
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Seasonalityregulations with respect to the contamination of sites that we own, or operate, or previously owned, or operated (including contamination caused by prior owners and Other Factorsoperators of such sites and neighboring properties, or other persons) and the off-site disposal of hazardous materials. We believe our operations are in compliance with the terms of all applicable laws and regulations and our compliance with these laws and regulations has not had, and is not expected to have, a material effect on our capital expenditures, cash flows, earnings, or competitive position.

SEASONALITY AND OTHER FACTORS
Our operating results are subject to some variability due to seasonality and other factors. For example, the highest percentage of our boot sales occur in the fall and winter months (our third and fourth fiscal quarters) and the highest percentage of our sandal sales occur in the spring and summer months (our first and second fiscal quarters). Historically, some of our businesses, including our RetailDirect-to-Consumer segment, have experienced holiday retail seasonality. Our diverse range of product offerings, however, provides some mitigation to the impact of seasonal changes in demand for certain items. In addition to seasonal fluctuations, our operating results fluctuate from quarter to quarter as a result of the weather, the timing of holidays and larger shipments of footwear, market acceptance of our products, pricing and presentation of the products offered and sold, the hiring and training of additional personnel, inventory write downswrite-downs for obsolescence, the cost of materials, the product mix among our wholesale, retaildirect-to-consumer and licensing businesses, the incurrence of other operating costs, and factors beyond our control, such as general economic conditions and actions of competitors. Revenue levels in any period are also impacted by customer decisions to increase or decrease their inventory levels in response to anticipated consumer demand. Our customers may cancel orders, change delivery schedulesdates, or change the mix of products ordered with minimal notice to us.

BACKLOG
Backlog

We had unfilled wholesale customer orders of approximately $310,198$533,609 and $328,600,$500,921, as of February 1, 20212024 and February 3, 2020,1, 2023, respectively.Our backlog at a particular time is affected by a number of factors, including seasonality, supply chain lead times, timing of market weeks, and wholesale customer purchases of our core products through our open stock program. Accordingly, a comparison of backlog from period to period may not be indicative of eventualactual future shipments.

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ITEM 1A. RISK FACTORS

You should carefully consider the risks and uncertainties we describe below and the other information in this Annual Report on Form 10-K before deciding to invest in, sell, or retain shares of our common stock. These are not the only risks and uncertainties that we face. Other sections of this report may discuss factors that could adversely affect our business. Our industry is highly competitive and subject to rapid change. There may be additional risks and uncertainties that we do not currently know about, that we currently believe are immaterial, or that we have not predicted, which may also harm our business, or adversely affect us. If any of these risks or uncertainties actually occurs,occur, our business, financial condition, results of operations, and liquidity could be materially harmed.

COVID-19 RISKS

Our ability to maintain adequate liquidity when negatively impacted by unforeseen events such as an epidemic or pandemic such as COVID-19, which may cause disruption to our business operations and temporary closure of Company-operated and wholesale partner retail stores, resulting in a significant reduction in revenue for an indeterminable period of time.

In December 2019, COVID-19 emerged and spread worldwide. The World Health Organization declared COVID-19 a pandemic in March 2020, resulting in federal, state and local governments and private entities mandating various restrictions, including the closure of non-essential businesses, travel restrictions, restrictions on public gatherings, stay-at-home orders and advisories and quarantining of people who may have been exposed to the virus. After closely monitoring and taking into consideration the guidance from federal, state and local governments, in March 2020, we temporarily closed all of our stores and our corporate offices in the U.S. and the vast majority of our stores and offices globally. As of August 2020, the vast majority of our stores and corporate offices in the U.S. and globally reopened. In the fourth quarter 2020, we had to re-close one-third of our stores, and currently almost all our stores are open again. However, there can be no assurance that our stores or offices will continue to remain open if there is a subsequent surge in COVID-19 cases or national or local governments institute lock-down or other restrictive measures where we manufacture or sell our products. These and other similar factors have had and may continue to have a material adverse impact on our business, results of operations, financial position and cash flow.

INDUSTRY RISKS

The fashion footwear, accessories, and apparel industry is subject to rapid changes in consumer preferences. If we do not accurately anticipate fashion trends and promptly respond to consumer demand, we could lose sales, our relationships with customers could be harmed, and our brand loyalty could be diminished.

The strength of our brands and our success depends in significant part upon our ability to anticipate and promptly respond to product and fashion trends as well as to anticipate, gauge, and react to changing consumer demands in a timely manner. There can be no assurance that our products will correspond to the changes in taste and demand or that we will be able to successfully advertise and market products that respond to trends and customer preferences. If we misjudge the market for our products, we may be faced with significant excess inventories for some products and missed opportunities as to others. In addition, misjudgments in merchandise selection could adversely affect our image with our customers resulting in lower sales and increased markdown allowances for customers, which could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

We face intense competition from both established companies and newer entrants into the market. Our failure to compete effectively could cause our market share to decline, which could harm our reputation and have a material adverse impact on our financial condition, results of operations, and liquidity.

The fashion footwear, accessories, and apparel industry is highly competitive and barriers to entry are low. Our competitors include specialty companies as well as companies with diversified product lines. Market growth in the sales of fashion footwear, accessories, and apparel has encouraged the entry of many new competitors and increased competition from established companies. Many of these competitors, including Aldo, Sam Edelman, Jessica Simpson, Lucky Brand, and Vince Camuto, may have significantly greater financial and other resources than we do, and there can be no assurance that we will be able to compete successfully with these and other fashion footwear, accessories, and apparel companies. Increased competition could result in pricing pressures, increased marketing expenditures, and loss of market share and could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

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If we and the retailers that are our customers are unable to adapt to recent and anticipated changes in the retail industry, the sales of our products may decline, which could have a material adverse effect on our financial condition, results of operations, and liquidity.

In recent years, the retail industry has experienced consolidation and other ownership changes. In the future, retailers in the United States and in foreign markets may further consolidate, undergo restructurings or reorganizations, or realign their affiliations, any of which could decrease the number of stores that carry our or our licensees’ products, or increase the ownership concentration within the retail industry. Changing shopping patterns, including the rapid expansion of online retail shopping and the effect of the COVID-19 pandemic, have adversely affected customer traffic in mall and outlet centers, particularly in North America. We expect competition in the e-commerce market will intensify. As a greater portion of consumer expenditures with retailers occurs online and through mobile commerce applications, our brick-and-mortar retail customers who fail to successfully integrate their physical retail stores, and digital retail may experience financial difficulties, including store closures, bankruptcies, or liquidations. A continuation or worsening of these trends could cause financial difficulties for one or more of our major customers, which, in turn, could substantially increase our credit risk and have a material adverse effect on our results of operations, financial condition, and cash flows. We have little or no control over how our customers will respond to the challenges posed by these changes in the retail industry. Our success will be determined, in part, on our and our customers’ ability to manage the impact of the rapidly changing retail environment and identify and capitalize on retail trends, including technology, e-commerce, artificial intelligence, and other process efficiencies, or advanced technologies that will better service our customers. If we and our customers fail to compete successfully, our businesses, market share, results of operations, and financial condition could be materially and adversely affected. While such changes in the retail industry themselves to date have not had a material adverse effect on our business or financial condition, results of operations and liquidity, there can be no assurance as to the future effect of any such changes.
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RISKS RELATING TO OUR COMPANY

The loss of Steve Madden, our founderFounder and Creative and Design Chief, or members of our executive management team could have a material adverse effect on our business.

The growth and success of our Company since its inception more than a quarter century ago is attributable, to a significant degree, to the talents, skills, and efforts of our founderFounder and Creative and Design Chief, Steven Madden. An extended or permanent loss of the services of Mr. Madden could severely disrupt our business and have a material adverse effect on our Company. We also depend on the contributions of the members of our senior management team. Our senior executives have substantial experience and expertise in our business and industry and have made significant contributions to our growth and success. Competition for executive talent in the fashion footwear, accessories, and apparel industries is intense. While our employment agreements with Mr. Madden and most of our senior executives include a non-compete provision in the event of the termination of employment, the non-compete periods are of limited duration and scope.scope and the enforceability of such non-compete provisions are subject to existing and future laws. Although we believe we have depth within our senior management team, if we were to lose the services of Mr. Madden or any of our senior executives, and especially if any of these individuals were to join a competitor or form a competing company, our business and financial performance could be seriously harmed. A loss of the skills, industry knowledge, contacts, and expertise of Mr. Madden or any of our senior executives could cause a setback to our operating plan and strategy.

If we are not successful in implementing our growth strategy or integrating acquired businesses, we may not be able to take advantage of certain market opportunities and may become less competitive.

competitive.
Our business has grown organically and as a result of business acquisitions. In order to gain from our acquisitions, we must be effective in integrating the businesses acquired into our overall operations. Further, the expansion of our operations has increased and will continue to increase the demand on our managerial, operational, and administrative resources. In recent years, we have invested significant resources in, among other things, our management information systems and hiring and training of new personnel. However, in order to manage currently anticipated levels of future demand, we may be required to, among other things, expand our distribution facilities, establish relationships with new manufacturers to produce our products and continue to expand and improve our financial, management, and operating systems. We may experience difficulty integrating acquired businesses into our operations and may not achieve anticipated synergies from such integration. There can be no assurance that we will be able to manage future growth effectively and a failure to do so could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

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If one or more of our significant customers were to reduce or stop purchases of our products, our sales and profits could decline.

The retailers that are our customers consist principally of better department stores, major department stores, mid-tier department stores, specialty stores, luxurymass merchants, off-price retailers, value pricedshoe chains, online retailers, national chains, mass merchants,specialty retailers, independent stores, and pure-play e-commerce retailers.clubs. Certain of our department store customers, including some under common ownership, account for significant portions of our wholesale business. We generally enter into a number of purchase order commitments with our customers for each of our lines every season and do not enter into long-term agreements with any of our customers. Therefore, a decision by a significant customer, whether motivated by competitive conditions, financial difficulties, or otherwise, to decrease the amount of merchandise purchased from us or to change its manner of doing business could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

Our financial results are subject to quarterly fluctuations.

fluctuations.
Our results of operations may fluctuate from quarter to quarter and are affected by a variety of factors, including:

the timing of larger shipments of products;
market acceptance of our products;
the mix, pricing, and presentation of the products offered and sold;
the hiring and training of additional personnel;
inventory write downswrite-downs for obsolescence;
the cost of materials;
the product mix between wholesale, retail, and licensing businesses;
the incurrence of other operating costs;
factors beyond our control, such as health pandemics, general economic conditions, declines in consumer confidence, and actions of competitors;
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the timing of holidays; and
weather conditions.

In addition, we expect that our sales and operating results may be significantly impacted by the opening of new retail stores, and the introduction of new products. Accordingly, the results of operations in any quarter will not necessarily be indicative of the results that may be achieved for a full fiscal year or any future quarter.

Extreme or unseasonable weather conditions in locations where we or our customers and suppliers are located could adversely affect our business.

Our corporate headquarters and principal operational locations, including retail, distribution, and warehousing facilities, may be subject to natural disasters and other severe weather, and geological events, and climate-change related risks (including resource scarcity, rationing or unexpected costs from increases in fuel or raw material prices that may be caused by severe weather conditions) that could disrupt our operations. The occurrence of such natural events may result in sudden disruptions in business conditions of the local economies affected, as well as of the regional and global economies. Such disruptions may result in decreased demand for our products and disruptions in our management functions, sales channels and manufacturing and distribution networks, which could have a material adverse effect on our business, financial condition, and results of operations. Extreme weather events and changes in weather patterns can also influence customer trends and shopping habits. Extended periods of unseasonably warm temperatures during the winter season or cool weather during the summer season may diminish demand for our seasonal merchandise. Heavy snowfall, hurricanes, or other severe weather events where our retail stores and the retail stores of our wholesale customers are located may decrease customer traffic in those stores and reduce our sales and profitability. If severeThere is growing concern that climate change may increase both the frequency and severity of extreme weather conditions and natural disasters. Any of these events force closure of or disrupt operations at the distribution centers we usecould result in decreased demand for our merchandise, weproducts and disruptions in our sales channels and manufacturing and distribution networks, which could incur higher costs and experience longer lead times to distribute our products to our retail stores, wholesale customers or e-commerce customers. If prolonged, such extreme or unseasonable weather conditions could adversely affecthave a material adverse effect on our business, financial condition, and results of operations.

We extend credit to most of our wholesale customers, in the United States, and their failure to pay for products shipped to them could adversely affect our financial results.

We sell our products primarily to retail stores across the United States and extend credit to our wholesale customers based on an evaluation of each customer's financial condition, usually without collateral. Various retailers, including some of our customers, have experienced financial difficulties, which has increased the risk of extending credit to such retailers. Even though we seek to mitigate the risks of extending credit by factoring most of our accounts receivable and obtaining letters of credit, or credit insurance for others, if any of our customers were to experience a shortage of liquidity, the risk that the customer's outstanding payables to us would not bebeing paid
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could cause us to curtail business with the customer, or require us to assume more credit risk relating to the customer's accounts payable.

Our stock price may fluctuate substantially if our operating results are inconsistent with our forecasts or those of analysts who follow us.

The trading price of our common stock periodically may rise or fall based on the accuracy of forecasts of our future performance. One of our primary business objectives is to maximize the long-term strength, growth, and profitability of our Company, rather than to achieve an earnings target in any particular fiscal quarter. We believe that this longer-term goal is in our best interests and those of our stockholders. Although we have temporarily suspended offering guidance as toThe trading price of our quarterly and annual forecastcommon stock periodically may rise or fall based on the accuracy of net sales and earnings, we recognize that it may be helpful toforecasts of our stockholders and potential investors to provide such guidance in the future. In that case, we will endeavor to provide meaningful and considered guidance at the time it is provided and generally expect to provide updates to our guidance when we report our quarterly results. However, ourfuture performance. Our actual results may differ from our forecasts as the guidance is based on assumptions and expectations that may or may not come to pass. As such, we assume no responsibility to update any of our forward-looking statements at such times or otherwise. If and when we announce actual results that differ from those that we haveour forecast and guidance, the market price of our common stock could be adversely affected. Investors who rely on these forecasts in making investment decisions with respect to our common stock do so at their own risk. We take no responsibility for any losses suffered as a result of such changes in the price of our common stock.
In addition, outside securities analysts may follow our financial results and issue reports that discuss our historical financial results and their predictions of our future performance. These analysts' predictions are based upon their own opinions and are oftencould be different from our own forecasts. Our stock price could decline if our results are below the estimates or expectations of these outside analysts.
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FOREIGN SOURCING RISKS

Disruptions to our product delivery systems and failure to effectively manage inventory based on business trends across various distribution channels could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

MostOur products are manufactured overseas and most of our products for U.S. distribution are shipped to us via ocean freight carriers to ports primarily in California, and to a lesser extent in New Jersey and Texas.carriers. The trend-focused nature of the fashion industry and the rapid changes in customer preferences leave us vulnerable to the risk of inventory obsolescence. Our reliance upon ocean freight transportation for the delivery of our inventory exposes us to various inherent risks, including port workers’ union disputes and associated strikes, work slow-downs and stoppages,congestion, severe weather conditions, natural disasters, and terrorism, any of which could result in delivery delays and inefficiencies, increase our costs, and disrupt our business.
Any severe and prolonged disruption to ocean freight transportation could force us to userely on alternate and more expensive transportation systems.methods. Efficient and timely inventory deliveries and proper inventory management are important factors in our operations. Inventory shortages can adversely affect the timing of shipments to customers and diminish sales and brand loyalty. Conversely, excess inventories can result in lower gross marginsprofit due to the excessiveincreased discounts and markdowns that may be necessary to reduce high inventory levels. Severe and extended delays in the delivery of our inventory or our inability to effectively manage our inventory could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

Global inflation has also contributed to higher freight costs, which negatively affected our gross margin and profitability in the year ended December 31, 2023 and may continue to have a negative effect on our future operating results and profitability.
Our reliance on foreign manufacturers’ inabilitymanufacturers to provide materials, or produce our goods in a timely manner, or to meet our quality standards could adversely affect our financial resultscause problems if we experience a supply chain disruption and harm our brands’ reputation.we are unable to secure an alternative source of raw materials or end products.

We do not own or operate any foreign manufacturing facilities, and, therefore, are dependent upon third parties to manufacture mostall of our products. During 2023, 79% of our total purchases were manufactured in China. We also have no long-term manufacturing, or supply contracts with any of our suppliers, or manufacturers for the production and supply of our raw materials and products, and we compete with other companies for raw materials and production space. The risks inherent in the reliance on foreign manufacturing include work stoppages, transportation delays, public health emergencies, social unrest, changes in local economic and political conditions, and political upheavals. During 2020, 78%geopolitical conditions.
We have experienced, and may in the future experience, a significant disruption in the supply of raw materials and products and may be unable to locate alternative suppliers of comparable quality at an acceptable price, or at all. In addition, if we experience significant increased demand, or if we need to replace an existing supplier or manufacturer, we may be unable to locate additional supplies of raw materials or additional manufacturing capacity on terms that are acceptable to us, or at all, or we may be unable to locate any supplier or manufacturer with sufficient capacity to meet our total purchases were from China. In the first quarter of 2020, China experiencedrequirements or fill our orders in a public health emergency duetimely manner. Identifying a suitable supplier is an involved process that requires us to the spread of COVID-19,become satisfied with its quality control, responsiveness, and service, financial stability, and labor, and other ethical practices. Even if we are able to expand existing or find new manufacturing facilities that produce our products were initially shut downsources, we may encounter delays in production, and then resumed at limited capacity. Subsequently, COVID-19 becameadded costs as a world-wide pandemic, affecting all of our foreign manufacturing facilities. Due to a resurgenceresult of the COVID-19 virus, some of those facilities have shut down entirelytime it takes to train our suppliers and others are operating at limited capacity. We cannot accurately predict when and whether those manufacturers will return to full capacity or the extent to which the COVID-19 pandemic will have short- or long-term adverse effects on the ability of manufacturers in Chinaour methods, products, and other countries to produce our products. The inabilityquality control standards.
Our supply of Chineseraw materials or other manufacturers to ship ordersmanufacture of our products could be disrupted or delayed by the impact of health pandemics, and the related government and private sector responsive actions such as border closures, restrictions on product shipments, and travel restrictions. Delays related to supplier changes could also arise due to an increase in a timely mannershipping times if new suppliers are located farther away from our markets or from other participants in our supply chain. For example, the receipt of inventory sourced from areas impacted by COVID-19 was, in some cases, slowed or disrupted and our manufacturers faced similar challenges in receiving raw materials and fulfilling our orders. In addition, ocean freight was disrupted worldwide due to COVID-19 as there was much greater demand for shipping and reduced capacity and equipment in the post-pandemic recovery period. Any delays, interruption, or increased costs in the supply of raw materials, or manufacture of our products could have an adverse effect on our ability to meet customer demand for our quality standards could cause us to miss the delivery date requirements of our customers for those items. Such failures could result in the cancellation of orders, customers’ refusal to accept deliveries,
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a reduction in purchase prices,products and ultimately, termination of a customer relationship, any of which could have a material adversenegative effect on our business, financial condition, results of operations, and liquidity. In that case, we may be required to seek alternative sources of materials or products. Although we believe that we can manage our exposure to these risks, we cannot be certain that we will be able to identify such alternative materials or sources without delay or without greater cost to us. Our inability to identify and secure alternative sources of supply in this situation could have a material adverse effect on our ability to satisfy customer orders.

Changes in trade policies and tariffs imposed by the United States government and the governments of other nations could have a material adverse effect on our business and results of operations.

Our operations are dependent upon products purchased, manufactured, and sold internationally. Our sources of supply are subject to the usual risks of doing business abroad, such as the implementation of, or potential changes in, foreign and
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domestic trade policies, increases in import duties, anti-dumping measures, quotas, safeguard measures, trade restrictions, restrictions on the transfer of funds and, in certain parts of the world, political instability and terrorism. In 2018 and 2019, the United States government imposed significant tariffs and created the potential for significant additional changes
Changes in traderegulatory, geopolitical, social, economic, or monetary policies including tariffs and government regulations affecting trade between the United States and countries where we purchase, manufacture and sell our products. These trends are affecting many global manufacturing and service sectors, including the footwear, accessories and apparel industries, and may cause us to face trade protectionism in many different regions of the world. These protectionist measures could result in increases in the cost of our products and adversely affect our sales and profitability.

Effective September 24, 2018, the United States government imposed additional tariffs on approximately $200 billion of goods imported from China. The additional tariffs on Chinese imports were initially set at a level of 10% and were increased to 25% in May 2019. This initial round of tariffs applied to handbags and certain other accessories that we produce. In August 2019, the United States government announced a second round of tariffs set at a level of 15% on approximately $300 billion of goods imported from China, including footwear, apparel and certain other accessories that we produce. The second round of tariffs became effective on September 1, 2019, for a portion of the covered products that we produce. Tariffs for the remaining covered products that we produce were scheduled to become effective on December 15, 2019, but were suspended indefinitely as part of the phase I trade agreement between the United States and China that was signed on January 15, 2020. In addition, as of February 14, 2020, the 15% tariff that was implemented on September 1, 2019 was reduced to 7.5%. China has already imposed retaliatory tariffs on a wide range of American products in response to these tariffs. Most of the products that we sell in the United States have been manufactured in China. The negative impact in gross margin in our wholesale business in the fourth quarter of 2018 and throughout 2019 was due, in part, to the impact of the 25% tariff on handbags and certain other accessory categories as well as the 15% tariff on footwear, apparel, and other accessory categories. Our efforts to mitigate the impact of these tariffsfactors may not be successful, and the continued imposition of tariffs on products that we import from China could have a material adverse effect on our business in the future or may require us to exit a particular market or significantly modify our current business practices within that market. For example, in recent years both the U.S. and resultsChina have imposed new tariffs on each other related to the importation of certain product categories, including imports of select footwear, accessories, and apparel into the U.S. from China. If the U.S. decides to impose additional tariffs on footwear, accessories, apparel, or any other of our goods imported from China, there can be no assurance that we will be able to offset all related increased costs. This potential increase in costs could be material to our business operations because approximately 79% of our products are currently sourced from China. We cannot predict if, and to what extent, there will be changes to international trade agreements or the resulting impact of any such changes on our business operations.

On December 31, 2020, the Generalized System of Preferences ("GSP") expired. GSP is a trade program that provides nonreciprocal, duty-free treatment for certain U.S. imports (including handbags) from qualifying developing countries including Cambodia, Myanmar, Thailand, Indonesia, Sri Lanka, the Philippines, and Pakistan, among others. We currently manufacture handbags in GSP countries, primarily Cambodia. The additional tariff to be paid on such products ranges from 3.3%approximately 6% to 17.6%20%. GSP has historically been renewed, despite lapsing several times, and upon renewal has been retroactive in nature. There is a current debate in Congress as to whether reauthorize the program “as is” or revise GSP eligibility criteria to include environmental and labor conditions. If GSP is not renewed and our efforts to mitigate the impact of this additional tariff are not successful, the imposition of tariffs on handbags that we manufacture in relatedimpacted countries could have a material adverse effect on our business and results of operations.

If our manufacturers, the manufacturers used by our licensees, or our licensees themselves fail to use acceptable labor practices or to otherwise comply with local laws and other standards, our business reputation could suffer.

Our products are manufactured by numerous independent manufacturers outside of the United States. We also have license agreements that permit our licensees to manufacture or contract to manufacture products using our trademarks. We impose, and require our licensees to impose, on these manufacturers environmental, health and safety standards for the benefit of their labor force. In addition, we require these manufacturers to comply with applicable standards for product safety. However, we do not control our independent manufacturers, or licensing partners, or their labor, product safety, and other business practices. From time to time, our independent manufacturers may not comply with such standards or applicable local law or our licensees may not require their manufacturers to comply with such standards or applicable local law. The violation of such standards and laws by one of our independent manufacturers or by one of our licensing partners, or the divergence of a manufacturer's or a licensing partner's labor practices from those generally accepted as ethical in the United States, could harm our reputation, result in a product recall or require us to curtail our relationship with and locate a replacement for such
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manufacturer. manufacturer or licensee. We could also be the focus of adverse publicity and our reputation could be damaged. Any of these events could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

GLOBAL BUSINESS RISKS
Geopolitical tensions in the regions in which we operate and any related challenging macroeconomic conditions globally may materially and adversely affect our customers, vendors, and partners, and the duration and extent to which these factors may impact our future business and operations, results of operations, and financial condition remains uncertain.
On October 7, 2023, Hamas, a U.S. designated terrorist organization, launched a series of coordinated attacks from the Gaza Strip onto Israel. On October 8, 2023, Israel formally declared war on Hamas, and the armed conflict is ongoing as of the date of this filing. Hostilities between Israel and Hamas could escalate and involve surrounding countries in the Middle East, a region in which we operate. Although the length, impact, and outcome of the military conflict between Israel and Hamas are highly unpredictable, this conflict could lead to significant market and other disruptions, including significant disruptions to the operations of our joint ventures in Israel and the Middle East, instability in financial markets, supply chain disruptions, political and social instability and other material and adverse effects on the macroeconomic conditions. At this time, it is not possible to predict or determine the ultimate consequence of this regional conflict. The conflict between Hamas and Israel and its broader impacts could have a lasting effect on the short- and long-term operations and financial condition of our business and the global economy.
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Our global operations expose us to a variety of legal, regulatory, political, and economic risks that may adversely impact our results of operations in certain regions.

As aresult of our international operations, we are subject to risks associated with our operations in international markets as a result of a number of factors, many of which are beyond our control. These risks include, among other things:

the challenge of managing broadly dispersed foreign operations;
inflationary pressures and economic changes or volatility in foreign economies;
the burdens of complying with the laws and regulations of both U.S. and foreign jurisdictions;
additional or increased customs duties, tariffs, taxes, and other charges on imports or exports;
political corruption or instability;
geopolitical regional conflicts, terrorist activity, political unrest, civil strife, and acts of war;
local business practices that do not conform to U.S. legal or ethical guidelines;
anti-American sentiment in foreign countries in which we operate;
delays in receipts of our products at our distribution centers due to labor unrest, increasing security requirements, or other factors at U.S. or foreign ports;
significant fluctuations in the value of the dollar against foreign currencies;
increased difficulty in protecting our intellectual property in foreign jurisdictions;
restrictions on the transfer of funds between the U.S. and foreign nations; and
natural disasters or health epidemics in areas in which our businesses, customers, suppliers, and licensees are located.

All of these factors could disrupt our operations or limit the countries in which we sell or source our products, significantly increase the cost of operating in or obtaining materials originating from certain countries, result in decreased revenues, and materially and adversely affect our product sales, financial condition, and results of operations.

We are subject to the U.S. Foreign Corrupt Practices Act, which prohibits the payment of bribes to foreign officials to assist in obtaining or retaining business. We are also subject to anti-corruption laws of the foreign countries in which we operate. Although we have implemented policies and procedures that are designed to promote compliance with such laws, our employees, contractors, and agents may take actions that violate our policies and procedures. Any such violation could result in sanctions or other penalties against us and have an adverse effect on our business, reputation, and operating results.

Our business is exposed to foreign exchange rate fluctuations.

We make most of our purchases in U.S. dollars. However, we source substantially all of our products overseas, and as such, the cost of these products may be affected by changes in the value of the relevant currencies against the U.S. dollar. Changes in currency exchange rates may also affect the relative prices at which we and our foreign competitors sell products in the same market. We use forward foreign exchange contracts to hedge material exposure to adverse changes in foreign exchange rates. However, no hedging strategy can completely insulate us from foreign exchange risk. We are also exposed to gains and losses resulting from the effect that fluctuations in foreign currency exchange rates have on the reported results in our financial statements due to the translation of the operating results and financial position of our foreign subsidiaries. There can be no assurance that foreign currency fluctuations will not have a material adverse effect on our business, financial condition, results of operations, and liquidity.

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We may be subject to See Item 7A “Quantitative and Qualitative Disclosures About Market Risk” below for additional tax liabilities as a result of audits by various taxing authorities.

We are subject to the tax laws and regulations of numerous jurisdictions as a result ofinformation regarding our international operations. These tax laws and regulations are highly complex and significant judgment and specialized expertise is required in evaluating and estimating our worldwide provision for income taxes. We are subject to audit by the taxing authorities in each jurisdiction where we conduct our business and any one of these jurisdictions may assess additional taxes against us as a result of an audit. The final determination with respect to any tax audits, and any related litigation, could be different from our estimates or from our historical tax provisions and accruals. The outcome of any audit or audit-related litigation could have a material adverse effect on our operating results or cash flows in the periods for which that determination is made and may require a restatement of prior financial reports. In addition, future period earnings may be adversely impacted by litigation costs, settlement payments or interest or penalty assessments.

foreign exchange risk.
INFORMATION TECHNOLOGY RISKS

Disruption of our information technology systems and websites could adversely affect our financial results and our business reputation.

We are heavily dependent upon our information technology systems to record and process transactions and manage and operate all aspects of our business. We also have e-commerce websites for direct retail sales.

Given the nature of our business and the significant number of transactions in which we engage annually, it is essential that we maintain constant operation of our information technology systems and websites and that they operate effectively. We depend on our in-house information technology, employees and third parties, including “cloud” service providers, to maintain and periodically update and upgrade our systems and websites to support the growth of our business. We also maintain an off-site server data facilityfacilities that recordsrecord and processesprocess information regarding our vendors and customers and their transactions with us.
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Our internal cybersecurity controls and systems are audited on an annual basis to ensure they are working effectively. External security testing is also conducted annually on our stores, corporate locations and e-commerce sites. Issues noted during audit or testing are remediated and subsequently retested to ensure proper closure. We are also audited both internally and externally to maintain compliance with the Sarbanes-Oxley Act, PCI-DSS, GDPR and CCPA. In addition, security training is conducted annually for our employees via a recognized market leading platform for Security Awareness and Training Solutions. Email Phishing campaigns are also conducted via this platform by the Information Security team throughout the year. A cyber security awareness campaign is launched each October in conjunction with Cyber Security Awareness Month. Despite our preventative efforts, our information technology systems and websites may, from time to time, be vulnerable to damage or interruption from events such as computer viruses, security breaches, power outages, and difficulties in replacing or integrating the systems of acquired businesses. Any such problems or interruptions could result in loss of valuable business data, our customers' or employees' personal information, disruption of our operations, and other adverse impacts to our business and require significant expenditures by us to remediate any such failure, problem, or breach. In addition, we must comply with increasingly complex regulatory standards enacted to protect business and personal data and an inability to maintain compliance with these regulatory standards could subject us to legal risks and penalties. Although we maintain disaster recovery centers and insurance coverage aimed at addressing certain of these risks, there can be no assurance that insurance coverage will be available, or that the amounts of coverage will be adequate to cover a specific loss.

Our business and reputation could be adversely affected if our computer systems, or the systems of our business partners, or service providers, become subject to a data security, or privacy breach, or other disruption from a third party.

In addition to our own confidential and proprietary business information, a routine part of our business includes the gathering, processing, and retention of sensitive and confidential information pertaining to our customers, employees, and others. We, our business partners, or our service providers may not have the resources or technical sophistication to anticipate or prevent the rapidly evolving and complex cyber-attacks being unleashed by increasingly sophisticated hackers and data thieves. As a result, our facilities and information technology systems, as well as those of our business partners and third-party service providers, may be vulnerable to cyber-attacks and breaches, acts of vandalism, ransomware, software viruses and other similar types of malicious activities. Any actual or threatened cyber-attack may cause us to incur unanticipated costs, including costs related to the hiring of additional computer experts, business interruption, engaging third-party cyber security consultants, and upgrading our information security technologies. As a result of recent security breaches at a number of prominent companies, the media and public scrutiny of information security and privacy has become more intense and the regulatory environment has become more uncertain. Any compromise or breach of our information technology systems or those of our business partners or service providers that results in the misappropriation, loss, or other unauthorized disclosure of a customer’s or other person’s private, confidential, or proprietary information could result in:
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a loss of confidence in us by our customers and business partners;
violate applicable privacy and other laws;
expose us to litigation and significant potential liability; or
require us to expend significant resources to remedy any such breach and redress any damages cause by such a breach.

We must also comply with increasingly rigorous regulatory standards for the protection of business and personal data enacted in the U.S., Europe, and elsewhere. For example,Some examples include the European Union’s General Data Protection Regulation (the “GDPR”) became effective on May 25, 2018. The GDPR imposes, the California Consumer Privacy Act ("CCPA"), and the California Privacy Rights Act ("CPRA"). These regulations impose additional obligations on companies concerning the handling of personal data and provides certain individual privacy rights to persons whose data is stored. Our compliance with existing, proposed, and recently enacted laws (including implementation of the privacy and process enhancements required by the GDPR)these regulations) and regulations can be costly. Any failure by us to comply with these regulatory standards could subject us to significant legal, financial, and reputational harm.

We did not have any material cases of information security breaches in the last three years, and we have not incurred any material expenses from security breaches, penalties, or settlements during this period.
INTELLECTUAL PROPERTY RISKS

Failure to adequately protect our trademarks and intellectual property rights, to prevent counterfeiting of our products, or to defend claims against us related to our trademarks and intellectual property rights could reduce sales and adversely affect the value of our brands.

We believe that our trademarks and other proprietary rights are of major significance to our success and our competitive position, and we consider some of our trademarks, such as Steve Madden®Madden®, to be integral to our business and among our most valuable assets. Accordingly, we devote substantial resources to the establishment and protection of our trademarks on a worldwide basis. Nevertheless, policing unauthorized use of our intellectual property is difficult, expensive, and time consuming. There can be no assurance that the actions we take to establish and protect our trademarks and other proprietary rights will be adequate to prevent imitation of our products by others or to prevent others from seeking to block sales of our products on the basis that our products violate the trademarks or other proprietary rights of others. Moreover, no assurance can be given that others will not assert rights in, or ownership of, trademarks and other proprietary rights of ours or that we will be able to successfully resolve such conflicts. We could incur substantial costs in legal actions relating to our use of intellectual property or the use of our intellectual property by others. In addition, the laws of certain foreign countries may not
16


protect proprietary rights to the same extent as do the laws of the United States. Our failure to establish and protect such proprietary rights from unlawful and improper use could have a material adverse effect on our business, financial condition, results of operations, and liquidity.

A portion of our revenue is dependent on licensing our trademarks. The actions of our licensees or the loss of a significant licensee could diminish our brand integrity and adversely affect our revenue and results of operations.

We license to others the rights to produce and market certain products that are sold under our trademarks. Although we retain significant control over our licensees’ products and advertising, we rely on our licensees forhave operational and financial control over their businesses. If the quality, image, or distribution of our licensed products diminish, customer acceptance of and demand for our brands and products could decline. This could materially and adversely affect our business and results of operations. In fiscal year 2020,2023, approximately 90%63% of our net royalties were derived from our top five licensed product lines. A decrease in customer demand for any of these product lines could have a material adverse effect on our results of operations and financial condition. Furthermore, if we are unable to engage an adequate replacement for a terminated licensee or to engage such a replacement for an extended period, our revenues and results of operations could be adversely affected.

GENERAL RISK FACTORS

Changes in economic conditions may adversely affect our financial condition, results of operations, and liquidity.

Our opportunities for long-term growth and profitability are accompanied by significant challenges and risks, particularly in the near term. Specifically, our business is dependent on consumer demand for our products and the purchase of our products by consumers is largely discretionary. Consumer confidence and discretionary spending could be adversely affected in response to financial market volatility, negative financial news, increases in inflation, and interest rates, conditions in the real estate and mortgage markets, declines in income or asset values, changes to fuel and other energy costs, labor and healthcare costs, food costs, and other economic factors. A downturn in economic conditions leading to a reduction in consumer confidence and discretionary spending could have a negative effect on our sales and results of operations during the year ending December 31, 20212024 and thereafter.
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Litigation or other legal proceedings could divert management resources and result in costs that adversely affect our operating results from quarter to quarter.

We are involved in various claims, litigationslitigation, and other legal and regulatory proceedings and governmental investigations that arise from time to time in the ordinary course of our business. Due to the inherent uncertainties of litigation and such other proceedings and investigations, we cannot predict with accuracy the ultimate outcome of any such matters. An unfavorable outcome could have an adverse impact on our business, financial condition, and results of operations, and the amount of insurance coverage we maintain to address such matters may be inadequate to cover those claims. In addition, any significant litigation, investigation or proceeding, regardless of its merits, could divert financial and management resources that would otherwise be used to benefit our operations. See Item 3 “Legal Proceedings,” below for additional information regarding legal proceedings in which we are involved.

We may be subject to additional tax liabilities as a result of audits by various taxing authorities.
We are subject to the tax laws and regulations of numerous jurisdictions as a result of our international operations. These tax laws and regulations are highly complex and significant judgment and specialized expertise is required in evaluating and estimating our worldwide provision for income taxes. We are subject to audit by the taxing authorities in each jurisdiction where we conduct our business and any one of these jurisdictions may assess additional taxes against us as a result of an audit. The final determination with respect to any tax audits, and any related litigation, could be different from our estimates or from our historical tax provisions and accruals. The outcome of any audit or audit-related litigation could have a material adverse effect on our operating results or cash flows in the periods for which that determination is made and may require a restatement of prior financial reports. In addition, future period earnings may be adversely impacted by litigation costs, settlement payments, or interest or penalty assessments.
Changes in tax laws could have an adverse effect upon our financial results.

We are subject to income taxation in various jurisdictions in the United States and numerous foreign jurisdictions. Tax laws and regulations, or their interpretation and application, in any jurisdiction are subject to significant changes. Legislation or other changes in the tax laws of the jurisdictions where we do business could increase our tax liability and adversely affect our after-tax profitability. Adjustments to the incremental provisional tax expense may be made in future periods as actual amounts may differ due to, among other factors, a change in interpretation of the U.S. tax code, and related tax accounting guidance,
17


changes in assumptions made in developing these estimates, regulatory guidance that may be issued with respect to the applicable revisions to the U.S. tax code, and state tax implications.

Other jurisdictions are contemplating changes or have unpredictable enforcement activity. Increases in applicable tax rates, implementation of new taxes, changes in applicable tax laws and interpretations of these tax laws and actions by tax authorities in jurisdictions in which we operate could reduce our after-tax income and have an adverse effect on our results of operations.

SEC rules relating to “conflict minerals” require us to incur additional expenses and could adversely affect our business.

The SEC has promulgated final rules mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act requiring the disclosure of the use of tantalum, tin, tungsten and gold, known as “conflict minerals,” included in products either manufactured by public companies or as to which public companies have contracted for the manufacture. These rules, adopted in an effort to prevent inadvertent support of armed conflict in the Democratic Republic of Congo and certain adjoining countries (collectively, the “DRC”), require companies to investigate their supply chains to determine whether these minerals are present in their products and, if so, from where the minerals originate. The rules also require disclosure and annual reporting as to whether or not conflict minerals, if used in the manufacture of the products offered, originate from the DRC. We currently require our manufacturers to comply with policies addressing legal and ethical concerns relating to labor, employment, political and social matters, including restrictions on the use of conflict minerals. Violation of these policies by our manufacturers could harm our reputation, disrupt our supply chain or increase our cost of goods sold. Additionally, violation of any of these policies by our manufacturers could cause us to face disqualification as a supplier for our customers and suffer reputational challenges. Due to the complexity of our supply chain, compliance with the rules requires significant efforts from a cross-operational team and diverts our management and personnel and results in potential costs of additional staff. Any of the foregoing could adversely affect our sales, net earnings, business and financial condition and results of operations.




Any failure to maintain effective internal control over our financial reporting could materially adversely affect us.

Section 404 of the Sarbanes-Oxley Act of 2002 requires us to include in our annual reports on Form 10-K an assessment by management of the effectiveness of our internal control over financial reporting. In particular, we must perform system and process evaluation and testing of our internal control over financial reporting to allow management and our independent registered public accounting firm to report on the effectiveness of our internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act of 2002. Our compliance with Section 404 may require us to incur substantial accounting expense and expend significant management efforts. Our failure to maintain effective internal controls could result in a determination by our auditors that a material weakness or significant deficiency exists in our internal controls. Such a determination could result in a loss of investor confidence in the reliability of our financial statements and could require
20


us to restate our quarterly or annual financial statements. These factors could, in turn, negatively affect the price of our common stock.

ITEM 1B. UNRESOLVED STAFF COMMENTS

None.
None.
ITEM 1C. CYBERSECURITY
Risk Management and Strategy

The Company employs a comprehensive, cross-departmental approach to continuously assess, identify, and manage potential cybersecurity risks. Our cybersecurity risk management program involves collaboration between our employees, the information technology (“IT”) security team, which is led by our Chief Information Security Officer (“CISO”), the Information Security Steering Committee ("ISSC”), which is chaired by our CISO and comprised of executive and senior representatives from key corporate functions as overseen by the Board of Directors, primarily through the Audit Committee. The Company’s cybersecurity policies, standards, processes, and practices are integrated into the Company’s overall risk management program and we regularly consider cybersecurity risks in the context of material risks to the Company.
Our cybersecurity risk management program categorizes cybersecurity risks into five areas: identify, protect, detect, respond, and recover. We regularly assess the cybersecurity threat landscape, employing a layered cybersecurity strategy that emphasizes prevention, detection, and mitigation through a variety of technical and operational measures. As a part of our cybersecurity risk management program, our information security program is tailored to address identified risks, while aligning with pertinent business requirements.
We foster a shared responsibility for the Company’s cybersecurity with all of our employees, conducting periodic phishing simulation campaigns and providing regular, mandatory cybersecurity training to enhance awareness and readiness against potential cyber threats. Certain roles require additional role-based, specialized cybersecurity training, such as tabletop exercises to ensure proactive preparation and effective coordination in the event of a security incident. We engage a third-party to conduct annual tabletop exercises in order to rehearse our incident response plan, as well as to identify and prioritize opportunities for improvement within our cybersecurity program and associated security controls, through a customized simulation specifically tailored to our current environment, processes, and procedures. To protect our data and information systems, we maintain Company-wide cybersecurity policies and procedures regarding encryption standards, antivirus protection, remote access, multifactor authentication, confidential information, and internet, social media, email, and wireless device usage. Our IT security team reviews and updates such policies and procedures to adapt to evolving cybersecurity landscapes, industry best practices, and regulatory and statutory updates. Our CISO conducts thorough reviews of these updates at least annually to ensure their continued relevance and effectiveness in safeguarding the Company’s assets and business interests.
We continually seek to update our IT security, encompassing end-user training, layered defenses, critical asset identification and protection, enhanced monitoring and alerting, and engagement with third-party experts to evaluate the efficacy of our security measures. We engage reputable third parties to assist in the monitoring, protection, detection, and potential remediation of cybersecurity threats and incidents. We also regularly evaluate cybersecurity risks associated with our
18


use of third-party service providers, conducting an annual review of hosted applications and assessing their cybersecurity preparedness. Risks from cybersecurity threats, including as a result of previous cybersecurity incidents encountered by the Company and known incidents encountered by third parties with a connection to the Company, have not materially affected, and are not currently viewed as reasonably likely to materially affect our Company, including our business strategy, results of operations, or financial condition.
Governance

Management

Our CISO is primarily responsible for the assessment and management of the Company’s material cybersecurity risks and the related cybersecurity risk management policies and procedures. Our CISO oversees our cybersecurity risk management and information security programs and provides quarterly status reports to the ISSC and the Audit Committee. Our CISO possesses over 24 years of experience in various technology, cybersecurity operations, and engineering roles, holds a bachelor’s degree in computer information science and a master’s degree in technology management, earned a CISO Certificate from Carnegie Mellon University, and is ISC2 CISSP certified.
Other key members of management assist our CISO in the oversight of cybersecurity risk management through their membership in the ISSC, which is chaired by our CISO and is comprised of our Chief Executive Officer, Chief Financial Officer, Chief Information Officer, General Counsel, President of Direct-to-Consumer, and Global Digital, Privacy Counsel, and our Vice President of Internal Audit. The ISSC reviews and discusses comprehensive quarterly and annual reports from our CISO and the IT security team in order to provide cooperation, collaboration, and consensus driven information security guidance to the IT department and the Company as whole.
We have also established an Incident Response Team (the “IRT”), which is composed of individuals from our various IT and managerial functions and consults with members of internal departments, as needed, to identify and assess security incidents, including the impact and severity of such incidents. Upon the identification of a security incident, the IRT performs an impact analysis and then determines the appropriate course of action, which may include escalation to the ISSC. Upon consultation with the ISSC and consideration of the relevant risks, the IRT will determine whether the incident should be communicated to the Audit Committee of the Board of Directors.
Board of Directors

The Audit Committee of the Board of Directors has responsibility for oversight of information and cybersecurity risks and assessment of cyber threats and defenses, and it oversees management to ensure that the processes designed, implemented, and maintained with respect to such risks are functioning as intended and adapted when necessary to respond to changes in our strategy, as well as emerging risks. Given the importance of information security and cybersecurity to our stakeholders, our Audit Committee reviews quarterly reports from our CISO regarding the Company’s cybersecurity strategies for mitigating known risks, any newly-identified risks, existing projects, and key performance insights and engages in discussions with management based on such reports and other recent developments.
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ITEM 2. PROPERTIES

We lease space for our headquarters, our retail stores, showrooms, warehouses, storage, and office facilities in various locations in the United States, as well as overseas. We ownAll of our locations are leased, with an exception of one improved real property parcel in Long Island City, New York.York, which we own. We believe that our existing facilities are in good operating condition and are adequate for our present level of operations. The following table sets forth information with respect to our key properties:

the location, use, segment, and size of the Company's principal properties as of December 31, 2023.
LocationLeased/OwnedPrimary UseSegmentApproximate Area Square Feet
Dongguan, ChinaMontreal, CanadaLeasedOffices, warehouseWholesale Footwear173,300
Dongguan, ChinaOffices and sample production154,900 Wholesale Footwear154,900
Long Island City, NYLeasedExecutive offices and sample factory
Executive officesCorporate(1)
111,000
Montreal, CanadaLeasedOffices, warehouse105,800 
Bellevue, WALeasedOffices, Topline41,500 
New York, NYLeasedOffices and showroom, Accessories27,200 
New York, NYLeasedShowroom21,800 
New York, NYLeasedOffices and showroom, Schwartz & Benjamin20,500 
Costa Mesa, CAWholesale FootwearLeased29,800Offices, BB Dakota10,500 
New York, NYLeasedOffices and showroom, AccessoriesWholesale Accessories/Apparel27,200
Nieuwkuijk, NetherlandsOffices and showroom10,000 Wholesale Footwear23,800
New York, NYOffices and showroomWholesale Accessories/Apparel17,600
Renton, WATopline officeWholesale Footwear14,200
New York, NYOffices and showroomWholesale Footwear10,000
Renton, WATopline officeWholesale Footwear9,500
Putian City, ChinaLeasedOffices8,700 Wholesale Footwear8,700
Long Island City, NYLeasedStorage
Corporate(1)
7,200
León, MexicoLeasedOffices6,400 Wholesale Footwear6,400
Mexico City, MexicoLeasedOffices, SM Mexico5,700 
Kowloon, Hong KongWholesale Footwear and Wholesale Accessories/ApparelLeased5,700Offices4,800 
Los Angeles, CALeasedOffices, BB Dakota4,800 
Brooklyn, NYLeasedOffices, GREATS3,800 
Miami Gardens, FLLeasedStorage3,600 
Los Angeles, CALeasedShowroom, Steven2,700 
Seattle, WALeasedShowroom and offices, Topline2,400 
Long Island City, NYOwnedOther2,200 
Shanghai, ChinaLeasedShowroom1,700 
Mississauga, CanadaLeasedShowroom1,000 
Dallas, TXLeasedShowroom1,000 

(1)
Corporate does not constitute a reportable segment.
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In addition to the above properties, the Company occupies 255 leased full price and outlet brick-and-mortar locations. These leases expire at various times through fiscal year 2034. All of our retail stores are leased pursuant to leases that, under their original terms, extend for an average of tenfive years. Many of the leases contain rent escalation clauses to compensate for increases in operating costs and real estate taxes over the base year. The current terms of our retail store leases expire as follows:
YearNumber of Stores
202131
202256
202336
202421
202526
202623
20279
20286
20295
20302


ITEM 3. LEGAL PROCEEDINGS

In the ordinary course of business, we have various pending cases involving contractual disputes, employee-related matters, distribution matters, product liability claims, trademarkintellectual property infringement, and other matters. In the opinion of management, after consulting with legal counsel, the liabilities, if any, resulting from these legal proceedings should not have a material impact on our financial condition, results of operations, or liquidity.


ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.


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PART II


ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
($ in thousands, except sharefor holders of record, beneficial owners, and per share data)

Market Information.Our shares of common stock haveis traded on the NASDAQ Global Select Market since August 1, 2007 under the trading symbol SHOO and werewas previously traded on the NASDAQ National Market prior to that date. The following table sets forth the range of high and low closing sales prices for our common stock during each fiscal quarter during the two-year period ended December 31, 2020 as reported by the NASDAQ Global Select Market. The trading volume of our securities fluctuates and may be limited during certain periods. As a result, the liquidity of an investment in our securities may be adversely affected.

Common Stock
2020HighLow2019HighLow
Quarter ended
March 31, 2020
$43.47$16.38Quarter ended
March 31, 2019
$35.38$29.71
Quarter ended
June 30, 2020
$30.00$17.83Quarter ended
June 30, 2019
$36.87$29.43
Quarter ended
September 30, 2020
$25.13$18.47Quarter ended
September 30, 2019
$36.82$28.85
Quarter ended
December 31, 2020
$36.05$19.24Quarter ended
December 31, 2019
$44.80$33.20

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Holders.As of February 25, 2021,22, 2024, there were 156154 holders of record and approximately 23,00033,453 beneficial owners of our common stock.

Dividends.Beginning in the first quarter of 2018, we began paying a quarterly cash dividend on our outstanding shares of common stock. At the end of March 2020, in response to the COVID-19 pandemic, and as a precautionary measure, our Board of Directors temporarily suspended the payment of dividends. In February 2021, our Board of Directors declaredapproved the reinstatement of a quarterly cash dividend. A quarterly cash dividend of $0.21 per share on our outstanding shares of common stock was paid on March 25, 2022, June 24, 2022, September 26, 2022, and December 30, 2022. The aggregate cash dividend paid for the twelve months ended December 31, 2022 was $66,005. A quarterly cash dividend of $0.21 per share on our outstanding shares of common stock was paid on March 24, 2023, June 23, 2023, September 25, 2023, and December 29, 2023. The aggregate cash dividend paid for the twelve months ended December 31, 2023 was $63,177. In February 2024, our Board of Directors approved the quarterly dividend of $0.15$0.21 per share payable on March 26, 202122, 2024 to stockholders of record as of the close of business on March 16, 2021.8, 2024. The payment of future dividends will be subject to the discretion of our Board of Directors and will be contingent upon future earnings, our financial condition, capital requirements, general business conditions, and other factors. Therefore, we can give no assurance that cash dividends of any kind will be paid to holders of our common stock in the future.

Equity Compensation Plans. Information regarding our equity compensation plans as of December 31, 2020 is disclosed in Item 12, “Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.”

Issuer Repurchases of Equity Securities.Our Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), effective as of January 1, 2004. The Share Repurchase Program does not have a fixed expiration or termination date and may be modified or terminated by the Board of Directors at any time. On several occasions the Board of Directors has increased the amount authorized for repurchase of our common stock. Most recently, on April 24, 2019,On November 2, 2021, the Board of Directors approved an increase in the extensionCompany's share repurchase authorization of our Share Repurchase Program for upapproximately $200,000, bringing the total authorization to $200,000 in repurchases of our common stock,$250,000, which included the amount remaining under the prior authorization. The Share Repurchase Program permits us to effect repurchases from time to time through a combination of open market repurchases or in privately negotiated transactions at such prices and times as are determined to be in our best interest. In the middle of March 2020, in response to the COVID-19 pandemic, as a precautionary measure the Board of Directors temporarily suspended the repurchase of our common stock, which the Board of Directors reinstated on February 24, 2021. On May 8, 2023, the Board of Directors approved an increase in the Company's share repurchase authorization of approximately $189,900, bringing the total authorization to $250,000. During the twelve months ended December 31, 2020,2023, we repurchased an aggregate of 769,5263,127 shares of our common stock under the Share Repurchase Program, at a weighted average price per share of $32.97,$34.89, for an aggregate purchase price of approximately $25,369,$109,118, which includes the amount remaining under the prior authorization. As of December 31, 2020,2023, approximately $111,590$175,463 remained available for future repurchases under the Share Repurchase Program. The following table presents the total number of shares of our common stock, $.0001$0.0001 par value, purchased by us in the three months ended December 31, 2020,2023, the average price paid per share, the amount of shares purchased pursuant to our Share Repurchase Program and the approximate dollar value of the shares that still could have been purchased at the end of the fiscal period pursuant to our Share Repurchase Program. See also Note LJ – Share Repurchase Program to the Consolidated Financial Statements.consolidated financial statements for further details on our share repurchase program. During the three months ended December 31, 2020,2023, there were no sales by us of unregistered shares of common stock.

Period
Total Number of Shares Purchased(1)
Average Price Paid per Share(1)
Maximum Dollar Amount of Shares that May Yet Be Purchased Under the Plans or Programs
10/1/2020 - 10/31/20202,505 $20.05 $111,590 
11/1/2020 - 11/30/20205,350 27.54 111,590 
12/1/2020 - 12/31/2020479,809 34.57 111,590 
Total487,664 $34.42 

(in thousands except for per share)
Total Number of Shares Purchased(1)
Average Price Paid per Share(1)
Total Number of Shares Purchased as Part of Publicly Announced Plans or ProgramsApproximate Dollar Value of Shares that May Yet Be Purchased Under the Plans or Programs
10/1/2023 - 10/31/2023$31.46 — $193,676 
11/1/2023 - 11/30/2023261 $36.68 247 $184,569 
12/1/2023 - 12/31/2023702$41.33 226$175,463 
Total969$40.02 473
(1) The Steven Madden, Ltd. 2019 Incentive Compensation Plan and its predecessor plan, the Steven Madden, Ltd. Amended and Restated 2006 Stock Incentive Plan, each provide us with the right to deduct, or withhold, or require employees to remit to us, an amount sufficient to satisfy all or part of the tax withholding obligations applicable to stock-based compensation awards. To the extent permitted, participants may elect to satisfy all or part of such withholding obligations by tendering to us previously owned shares or by having us withhold shares having a fair market value equal to the minimum
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statutory tax-withholding rate that could be imposed on the transaction. Included in this table are shares withheld during the fourth quarter of 20202023 in connection with the settlement of vested restricted stock to satisfy tax-withholding requirements with an aggregate purchase price of approximately $16,786.$20,589.


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Performance Graph.
The following graph compares the yearly percentage change in the cumulative total stockholder return on our common stock during the period beginning on December 31, 2015,2018, and ending on December 31, 2020,2023, with the cumulative total return on the Russell 2000 Index and a peer group index. In 2016, we decided to remove the S&P 500 Footwear Index and replace it with aAs of December 31, 2023, our peer group index consisted of companies we believe are engaged in similar businesses, because we believe the composition of the new peer group is more representative of our current business. The peer group index consists of sixseven companies: Caleres, Inc., Crocs, Inc., Deckers Outdoor Corporation, Genesco Inc., Skechers U.S.A., Inc., Designer Brands Inc., and Wolverine World Wide, Inc.

The comparison assumes that $100 was invested on December 31, 20152018 in our common stock and in the foregoing indices and assumes the reinvestment of dividends.

SHOO Performance Graph 2023.jpg
shoo-20201231_g1.jpg
12/31/201812/31/201912/31/202012/31/202112/31/202212/31/2023
Steven Madden, Ltd.$100.00 $144.42 $119.40 $159.35 $112.32 $151.14 
Russell 2000 Index$100.00 $125.52 $150.58 $172.90 $137.56 $160.85 
Peer Group$100.00 $130.63 $145.91 $204.48 $187.00 $252.60 

12/31/201512/31/201612/31/201712/31/201812/31/201912/31/2020
Steven Madden, Ltd.$100.00 $118.30 $154.53 $152.69 $220.54 $182.35 
Russell 2000 Index$100.00 $121.31 $139.08 $123.76 $155.35 $186.36 
Peer Group$100.00 $101.06 $135.37 $136.77 $190.82 $220.39 

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ITEM 6. SELECTED FINANCIAL DATA
($ in thousands, except share and per share data)

The following selected financial data has been derived from our audited consolidated financial statements. The Income Statement data relating to 2020, 2019 and 2018, and the Balance Sheet data as of December 31, 2020 and 2019 should be read in conjunction with the information provided in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” and the notes to our consolidated financial statements appearing elsewhere in this Annual Report on Form 10-K.

INCOME STATEMENT DATA
Year Ended December 31,
20202019201820172016
Net sales$1,188,943 $1,768,135 $1,653,609 $1,546,098 $1,399,551 
Commission and licensing fee income12,871 19,022 24,125 20,985 20,301 
Total revenue1,201,814 1,787,157 1,677,734 1,567,083 1,419,852 
Cost of sales (exclusive of depreciation and amortization)737,273 1,101,140 1,037,571 968,357 877,568 
Gross profit464,541 686,017 640,163 598,726 542,284 
Operating expenses414,978 503,270 466,781 427,942 373,108 
Impairment charges44,273 4,050 — 1,000 — 
Impairment of lease right-of-use asset and store fixed assets36,8951,883 — — — 
(Loss)/income from operations(31,605)176,814 173,382 169,784 169,176 
Interest and other income - net1,620 4,412 3,958 2,543 1,824 
(Loss)/income before provision for income taxes(29,985)181,226 177,340 172,327 171,000 
(Benefit)/provision for income taxes(11,704)39,504 46,841 53,189 49,726 
Net (loss)/income(18,281)141,722 130,499 119,138 121,274 
Less: net income attributable to non-controlling interests116 411 1,363 1,190 363 
Net (loss)/income attributable to Steven Madden, Ltd.$(18,397)$141,311 $129,136 $117,948 $120,911 
Basic net (loss)/income per share$(0.23)$1.78 $1.58 $1.43 $1.41 
Diluted net (loss)/income per share$(0.23)$1.69 $1.50 $1.36 $1.35 
Basic weighted average common shares outstanding78,635 79,577 81,664 82,736 85,664 
Effect of dilutive securities - options/restricted stock 4,069 4,433 4,009 3,670 
Diluted weighted average common stock outstanding78,635 83,646 86,097 86,745 89,334 
Cash dividends declared per common share$0.15 $0.57 $0.53 $— $— 

BALANCE SHEET DATA
At December 31,
20202019201820172016
Total assets$1,137,761 $1,278,647 $1,072,570 $1,057,161 $960,875 
Working capital462,325 437,608 478,436 438,906 345,544 
Noncurrent liabilities111,476 156,152 33,199 41,617 36,676 
Stockholders' equity$790,369 $841,224 $814,682 $808,932 $741,072 
[RESERVED]


2522


ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion of our financial condition and results of operations should be read in conjunction with our audited consolidated financial statements and notes thereto appearing elsewhere in this Annual Report on Form 10-K.

Overview: Overview
($ in thousands, except for retail sales data per square foot,store count, earnings per share, and per share data)

Steven Madden, Ltd. and its subsidiaries design, source, market and sellmarket fashion-forward branded and private label footwear, for women, menaccessories, and children. In addition, we design, source, market and sell branded fashion handbags, apparel and accessories, as well as private label fashion handbags and accessories.apparel. We market and selldistribute our products in the wholesale channel through better department stores, major department stores, mid-tier department stores, specialty stores, luxurymass merchants, off-price retailers, value pricedshoe chains, online retailers, national chains, mass merchants,specialty retailers, independent stores, and online retailers,clubs throughout the United States, Canada, Mexico, and certainEurope, and other European nations. In addition, our products are marketedinternational markets through our retail stores and our e-commerce websites within the United States, Canada and Mexico, our joint ventures in Europe,Israel, South Africa, Israel,China, Taiwan, Malaysia, and China, and underthe Middle East along with special distribution arrangements in certain European countries, the Middle East,North Africa, South and Central America, OceaniaAustralia, and various countries in Asia. In addition, our products are distributed through our direct-to-consumer channel within the United States, Canada, Mexico, and Europe, and our joint ventures in Israel, South Africa, China, Taiwan, and the Middle East.
Our product lines include a broad range of contemporary styles designed to establish or capitalize on market trends, complemented by core product offerings. We have established a reputation for design creativity and our ability to offer quality, trend-right products in popular styles at accessible price points, delivered in an efficient manner and time frame.

Our business comprises five distinctWe manage our operations through our operating divisions, which are presented as the following reportable segments: Wholesale Footwear, Wholesale Accessories/Apparel, Retail, First CostDirect-to-Consumer, and Licensing. Our Wholesale Footwear segment includesAs of January 2023, the following brands: Steve Madden Women's®, Madden Girl®, Steve Madden Men's®, Madden®, Report®, Dolce Vita®, DV Dolce Vita®, Mad Love®, Steven by Steve Madden®, Superga® (under license), Anne Klein® (under license), Betsey Johnson®, Betseyville®, Steve Madden Kids®, GREATS® and Blondo®, and includes our International business and certain private label footwear business. Our Wholesale Accessories/Apparel segment includes Steve Madden®, Big Buddha®, Betsey Johnson®, Steven by Steve Madden®, Madden Girl®, Luv Betsey®, Anne Klein® (under license), Cejon®, BB Dakota®, BB Dakota x Steve Madden, and Cupcakes & Cashmere® (under license) brands and includes our International business and certain private label accessories business. Steven Madden Retail, Inc., our wholly owned retail subsidiary, that comprises our Retail segment, operates Steve Madden, Steven, Superga and International retail stores, as well as Steve Madden, Superga, Betsey Johnson, Blondo, Dolce Vita, GREATS and BB Dakota e-commerce websites. The First Cost segment represents activities of a subsidiary that earns commissions for servingCompany no longer serves as a buying agent for footwearany of its customers, and as a result no longer reports under the First Cost segment. This change is not considered to have a material or meaningful impact on the Company's operations. Our Wholesale Footwear segment designs, sources, and markets our brands and sells our products under private labels for many U.S. large mass-market merchandisers,to department stores, mass merchants, off-price retailers, shoe chains, online retailers, national chains, specialty retailers, independent stores, and other value priced retailers.clubs throughout the United States, Canada, Mexico, and Europe, and through our joint ventures and international distributor network. Our Wholesale Accessories/Apparel segment designs, sources, and markets our brands and sells our products to department stores, mass merchants, off-price retailers, online retailers, specialty retailers, independent stores, and clubs throughout the United States, Canada, Mexico, and Europe and through our joint ventures and international distributor network. Our Direct-to-Consumer segment consists of Steve Madden® and Dolce Vita® full-price retail stores, Steve Madden® outlet stores, Steve Madden® concessions in international markets, and our directly-operated digital e-commerce websites. We operate retail locations in regional malls and shopping centers, as well as high streets in major cities across the United States, Canada, Mexico, Europe, Israel, South Africa, Taiwan, China, and the Middle East. Our Licensing segment is engaged in the licensing of the Steve Madden®, Steven by Steve Madden®Madden® and Madden Girl®Betsey Johnson® trademarks for use in connection with the manufacture, marketing and sale of select apparel, outerwear, hosiery, jewelry, watches, eyeglasses, sunglasses, hair accessories, umbrellas, beddingaccessory, and bath,home categories as well as various other non-core products. Corporate does not constitute a reportable segment and luggage. In addition, we licenseincludes costs not directly attributable to the Betsey Johnson® trademark for use in connectionsegments. These costs are primarily related to expenses associated with the manufacture, marketingcorporate executives, corporate finance, corporate social responsibility, legal, human resources, information technology, cyber security, and sale of women's and children’s apparel, hosiery, fragrance and beauty, sleepwear, swimwear, activewear, jewelry, hair accessories, watches, slippers, bedding and bath, luggage, umbrellas and medical scrubs. We also license the Dolce Vita® trademark for use in connection with the manufacture, marketing and sale of swimwear and the FREEBIRD by Steven® trademark for operation of retail stores.

other shared services.
Dividends
AOur Board of Directors approved a quarterly cash dividend of $0.15$0.21 per share on our outstanding shares of common stock which was paid on March 27, 2020. At the end of March 2020, in response to the COVID-19 pandemic, as a precautionary measure our Board of Directors temporarily suspended the payments of dividends.24, 2023, June 23, 2023, September 25, 2023, and December 29, 2023. The aggregate cash dividends paid for the twelve months ended December 31, 20202023 was $12,459.

$63,177.
On February 24, 2021,27, 2024, our Board of Directors approved the reinstatement of a quarterly cash dividend. The quarterly dividend of $0.15$0.21 per share is payable on March 26, 202122, 2024 to stockholders of record as of the close of business on March 16, 2021.8, 2024.

Reclassifications

Certain reclassifications were made to prior years' amounts to conform to the 2020 presentation.

Executive Summary
In December 2019, COVID-19 emerged and spread worldwide. The World Health Organization declared COVID-19 a
2623


pandemic in March 2020, resulting in federal, state and local governments and private entities mandating various restrictions, including the closure of non-essential businesses, travel restrictions, restrictions on public gatherings, stay-at-home orders and advisories and quarantining of people who may have been exposed to the virus. After closely monitoring and taking into consideration the guidance from federal, state and local governments, in March 2020,Executive Summary
Recent Developments
Acquisitions
On October 20, 2023, we temporarily closedacquired substantially all of ourthe assets and certain liabilities of Turn On Products Inc. ("Almost Famous"), for cash consideration of $73,228 and a future payment contingent on the Almost Famous brand achieving certain earnings before interest and tax ("EBIT") targets. In connection therewith, we recorded a short-term liability of $3,325 and a long-term liability of $9,975 as of the date of acquisition to reflect the estimated fair value of the contingent purchase price. The fair value of the contingent payments liability was estimated on the date of acquisition using the Monte Carlo simulation model, which included significant unobservable Level 3 inputs, such as projected EBIT over the earn-out period and a discount rate of 20.3%. Changes in these significant unobservable inputs might result in a significantly higher or lower fair value measurement. The maximum consideration which can be paid over the consideration period of four years is $68,000 and there are no minimum payments required.The liability will be remeasured at each reporting period with changes in fair value recorded in earnings. The amount of future payments will be determined by Almost Famous's future performance with no minimum future payment. After the effect of closing adjustments, the total purchase price of the acquisition was $86,528. The acquisition was funded by cash on hand. Almost Famous is a designer and marketer of women’s junior apparel. Almost Famous distributes its products to wholesale customers, including mass merchants, department stores, off-price retailers, and our corporate officeschain stores within the United States. Almost Famous markets products under its own brands, primarily Almost Famous, as well as private label brands for various retailers. For additional information on this acquisition, refer to Note D – Acquisitions & Sale of Minority Noncontrolling Interest in the U.S. and the vast majority ofnotes to our stores and offices globally. As of August 2020, the vast majority of our stores and corporate officesconsolidated financial statements included in the U.S. and globally reopened. These and other factors have had and may continue to have a material impact on our business, results of operations, financial position and cash flow. In response to the COVID-19 pandemic, we took precautionary measures to maintain adequate liquidity and financial flexibility by temporarily suspending share repurchases and the quarterly cash dividend; temporarily suspending salaries of our founder and Creative and Design Chief, Steve Madden, our Chairman and Chief Executive Officer, Edward Rosenfeld, and our Board of Directors (all of which were reinstated on October 1); temporarily reducing salaries by 30% for our President, Chief Financial Officer, Chief Operating Officer and Chief Merchandising Officer (all of which were reinstated on August 1); temporarily reducing salaries by graduated amounts for all other employees earning over $100 per year (all of which were reinstated on August 1); significantly scaling back on non-essential operating expenses, and capital expenditures and inventory purchases.

this Annual Report.
The impact of COVID-19 resulted in an unprecedented decline in our revenue and earnings during the year ended 2020, including but not limited to, charges from adjustments to the carrying amount of certain trademarks, long-lived asset impairment charges and restructuring and other related charges. We expect the pandemic will continue to have a significant negative impact on our revenue and earnings during 2021.

Key Highlights
Total revenue for 20202023 decreased by 32.8%6.6% to $1,201,814$1,981,582 from $1,787,157$2,122,009 in 2019, with decreases in all segments as a result of the impact of the COVID-19 pandemic.

2022. Net lossincome attributable to Steven Madden, Ltd. was $18,397$171,554 in 20202023 compared to net income attributable to Steven Madden, Ltd. of $141,311$216,061 in 2019.2022. Our effective tax rate for 2020 increased2023 decreased to 39.0%21.1% compared to 21.8% recorded23.1% in 2019.2022. Diluted lossearnings per share in 20202023 was $0.23$2.30 per share on 78,63574,565 diluted weighted average shares outstanding compared to diluted earningsincome of $1.69$2.77 per share on 83,64678,069 diluted weighted average shares outstanding in the prior year.

We did not report same store sales or sales per square foot data in 2020 due to the COVID-19 pandemic and the subsequent closure of our brick-and-mortar stores from the second half of March through at least the end of May and subsequent mandated closures. As of December 31, 2020,2023, we had 218255 brick-and-mortar retail stores and five e-commerce websites in operation, compared to 227232 brick-and-mortar retail stores and six e-commerce websites as of December 31, 2019.2022. This decreaseincrease resulted from the opening of 38 brick-and-mortar stores, most in international markets, offset by the closure of nine full-price stores, four outlet15 brick-and-mortar stores and one e-commerce website partially offset by the opening of three full-price stores and two outlet stores.

site. The Company also operated 25 concessions in international markets.
Our inventory turnover (calculated on a trailing four quarter average) for the years ended December 31, 20202023 and 20192022 was 7.15.6 times and 8.14.9 times, respectively. Our total companyCompany accounts receivable average collection days were 7371 days in 20202023 compared to 7072 days in 2019.2022. As of December 31, 2020,2023, we had $287,166$219,813 in cash, cash equivalents, and short-term investments, no debt, and total stockholders’ equity of $790,369.$848,032. Working capital increaseddecreased to $462,325$477,208 as of December 31, 2020,2023, compared to $437,608$522,649 on December 31, 2019. The increase in working capital was primarily due to actions taken as a result of the COVID-19 pandemic.2022.
As we look ahead, we remain focused on delivering trend-right product, deepening connections with our consumers, growing our international business, expanding our non-footwear categories, enhancing our digital commerce business, strengthening our core U.S. wholesale business, and efficiently managing our inventory and expenses.














expenses, while continuing to make meaningful progress on our corporate social responsibility initiatives.

2724


RESULTS OF OPERATIONS
Years Ended December 31,
(in thousands, except for number of stores)202320222021
CONSOLIDATED:
Net sales$1,971,474 99.5 %$2,111,296 99.5 %$1,853,902 99.3 %
Commission and licensing fee income10,108 0.5 %10,713 0.5 %12,240 0.7 %
Total revenue1,981,582 100.0 %2,122,009 100.0 %1,866,142 100.0 %
Cost of sales (exclusive of depreciation and amortization)1,149,168 58.0 %1,248,173 58.8 %1,098,645 58.9 %
Gross profit832,414 42.0 %873,836 41.2 %767,497 41.1 %
Operating expenses612,672 30.9 %592,192 27.9 %519,848 27.9 %
Impairment of intangibles6,520 0.3 %— — %2,620 0.1 %
Impairment of lease right-of-use asset and fixed assets  %— — %1,432 0.1 %
Income from operations213,222 10.8 %281,644 13.3 %243,597 13.1 %
Interest and other income/(expense) – net7,392 0.4 %676 — %(1,529)(0.1)%
Income before income taxes220,614 11.1 %282,320 13.3 %242,068 13.0 %
Net income attributable to Steven Madden, Ltd.$171,554 8.7 %$216,061 10.2 %$190,678 10.2 %
BY SEGMENT:
WHOLESALE FOOTWEAR SEGMENT:
Net sales$1,048,448 100.0 %$1,194,890 100.0 %$1,022,322 100.0 %
Cost of sales (exclusive of depreciation and amortization)677,817 64.6 %763,809 63.9 %677,155 66.2 %
Gross profit370,631 35.4 %431,081 36.1 %345,167 33.8 %
Operating expenses165,681 15.8 %166,123 13.9 %128,004 12.5 %
Income from operations$204,950 19.5 %$264,958 22.2 %$217,163 21.2 %
WHOLESALE ACCESSORIES/APPAREL SEGMENT:
Net sales$416,532 100.0 %$394,676 100.0 %$343,675 100.0 %
Cost of sales (exclusive of depreciation and amortization)281,364 67.5 %294,591 74.6 %249,000 72.5 %
Gross profit135,168 32.5 %100,085 25.4 %94,675 27.5 %
Operating expenses73,740 17.7 %70,310 17.8 %64,776 18.8 %
Impairment of intangibles  %— — %2,620 0.8 %
Impairment of lease right-of-use asset and fixed assets  %— — %651 0.2 %
Income from operations$61,428 14.7 %$29,775 7.5 %$26,628 7.7 %
DIRECT-TO-CONSUMER SEGMENT:
Net sales$506,494 100.0 %$521,729 100.0 %$487,906 100.0 %
Cost of sales (exclusive of depreciation and amortization)189,987 37.5 %189,773 36.4 %172,490 35.4 %
Gross profit316,507 62.5 %331,956 63.6 %315,416 64.6 %
Operating expenses279,827 55.2 %264,307 50.7 %240,093 49.2 %
Impairment of intangibles6,520 1.3 %— — %— — %
Impairment of lease right-of-use asset and fixed assets  %— — %781 0.2 %
Income from operations$30,160 6.0 %$67,649 13.0 %$74,542 15.3 %
Number of stores260238220
FIRST COST SEGMENT:
Commission fee income$  %$916 100.0 %$2,346 100.0 %
Gross profit  %916 100.0 %2,346 100.0 %
Operating expenses  %150 16.4 %375 16.0 %
Income from operations$  %$766 83.6 %$1,971 84.0 %
LICENSING SEGMENT:
Licensing fee income$10,108 100.0 %$9,798 100.0 %$9,893 100.0 %
Gross profit10,108 100.0 %9,798 100.0 %9,893 100.0 %
Operating expenses1,681 16.6 %1,944 19.8 %1,785 18.0 %
Income from operations$8,427 83.4 %$7,854 80.2 %$8,108 82.0 %
CORPORATE:
Operating expenses$(91,743) %$(89,358)— %$(84,815)— %
Loss from operations$(91,743) %$(89,358) %$(84,815)— %


25


The following table sets forth information onsection discusses our results of operations for 2023 and 2022 and year-to-year comparisons between those periods. Discussions of 2021 and year-to-year comparisons between 2022 and 2021 are not included in this Annual Report on Form 10-K and can be found within Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our 2022 Annual Report on Form 10-K filed with the periods indicated:

Selected Financial Information
Years Ended December 31,
($ in thousands)
202020192018
CONSOLIDATED:
Net sales$1,188,943 98.9 %$1,768,135 98.9 %$1,653,609 98.6 %
Commission and licensing fee income12,871 1.1 %19,022 1.1 %24,125 1.4 %
Total revenue1,201,814 100.0 %1,787,157 100.0 %1,677,734 100.0 %
Cost of sales (exclusive of depreciation and amortization)737,273 61.3 %1,101,140 61.6 %1,037,571 61.8 %
Gross profit464,541 38.7 %686,017 38.4 %640,163 38.2 %
Operating expenses414,978 34.5 %503,270 28.2 %466,781 27.8 %
Impairment of intangibles44,273 3.7 %4,050 0.2 %— — %
Impairment of lease right-of-use asset and store fixed assets36,895 3.1 %1,883 0.1 %— — %
(Loss)/income from operations(31,605)(2.6)%176,814 9.9 %173,382 10.3 %
Interest and other income – net1,620 0.1 %4,412 0.2 %3,958 0.2 %
(Loss)/income before income taxes(29,985)(2.5)%181,226 10.1 %177,340 10.6 %
Net (loss)/income attributable to Steven Madden, Ltd.$(18,397)(1.5)%$141,311 7.9 %$129,136 7.7 %
By Segment:
WHOLESALE FOOTWEAR SEGMENT:
Net sales$713,662 100.0 %$1,112,091 100.0 %$1,058,366 100.0 %
Cost of sales (exclusive of depreciation and amortization)487,106 68.3 %738,504 66.4 %712,457 67.3 %
Gross profit226,556 31.7 %373,587 33.6 %345,909 32.7 %
Operating expenses162,357 22.7 %206,055 18.5 %205,771 19.4 %
Impairment of intangibles16,345 2.3 %4,050 0.4 %— — %
Income from operations$47,854 6.7 %$163,482 14.7 %$140,138 13.2 %
WHOLESALE ACCESSORIES/APPAREL SEGMENT:
Net sales$235,892 100.0 %$334,862 100.0 %$300,091 100.0 %
Cost of sales (exclusive of depreciation and amortization)164,984 69.9 %236,731 70.7 %208,352 69.4 %
Gross profit70,908 30.1 %98,131 29.3 %91,739 30.6 %
Operating expenses60,932 25.8 %75,676 22.6 %64,647 21.5 %
Impairment of intangibles27,472 11.6 %— — %— — %
(Loss)/income from operations$(17,496)(7.4)%$22,455 6.7 %$27,092 9.0 %
RETAIL SEGMENT:
Net sales$239,389 100.0 %$321,182 100.0 %$295,152 100.0 %
Cost of sales (exclusive of depreciation and amortization)85,183 35.6 %125,905 39.2 %116,762 39.6 %
Gross profit154,206 64.4 %195,277 60.8 %178,390 60.4 %
Operating expenses186,103 77.7 %202,444 63.0 %177,655 60.2 %
Impairment of intangibles456 0.2 %— — %— — %
Impairment of lease right-of-use asset and store fixed assets36,895 15.4 %1,883 0.6 %— — %
(Loss)/income from operations$(69,248)(28.9)%$(9,050)(2.8)%$735 0.2 %
Number of stores218227229 
FIRST COST SEGMENT:
Commission fee income$3,902 100.0 %$7,441 100.0 %$11,226 100.0 %
Gross profit3,902 100.0 %7,441 100.0 %11,226 100.0 %
Operating expenses2,395 61.4 %15,618 209.9 %15,775 140.5 %
Income/(loss) from operations$1,507 38.6 %$(8,177)(109.9)%$(4,549)(40.5)%
LICENSING SEGMENT:
Licensing fee income$8,969 100.0 %$11,581 100.0 %$12,899 100.0 %
Gross profit8,969 100.0 %11,581 100.0 %12,899 100.0 %
Operating expenses3,191 35.6 %3,477 30.0 %2,933 22.7 %
Income from operations$5,778 64.4 %$8,104 70.0 %$9,966 77.3 %


28


RESULTS OF OPERATIONS
($ in thousands)
SEC on March 1, 2023.
Year Ended December 31, 20202023 vs. Year Ended December 31, 20192022

Consolidated:
Consolidated:

Total revenue forin the year ended December 31, 20202023 decreased by 32.8%6.6% to $1,201,814 from $1,787,157 for fiscal 2019,$1,981,582 compared to $2,122,009 in 2022, with decreases in allthe Wholesale Footwear and Direct-to-Consumer segments, as a result ofpartially offset by increases in the impact of the COVID-19 pandemic.For the year ended December 31, 2020, grossWholesale Accessories/Apparel and Licensing segments. Gross profit was $464,541,$832,414, or 38.7%42.0% of total revenue, as compared to $686,017,$873,836, or 38.4%41.2% of total revenue, in the prior year. The increase in gross profit as a percentage of total revenue was primarily duedriven by an improvement in gross margin in the Wholesale Accessories/Apparel segment, partially offset by lower gross margin in the Wholesale Footwear and Direct-to-Consumer segments. Gross profit in 2023 included a charge of $2,023, related to the shiftfair value step-up of inventory in sales to our higher-margin e-commerce business.connection with the acquisition of Almost Famous. Operating expenses in 20202023 were $414,978,$612,672, or 34.5%30.9%, of total revenue, as compared $503,270,to $592,192, or 28.2%27.9% of total revenue, in 2019. The increasethe prior year. Operating expenses in operating2023 included severance and a certain office restructuring costs of $3,803 and acquisition costs of $2,443 primarily related to the acquisition of Almost Famous and international joint-ventures. Operating expenses asin 2022 included the accelerated amortization of a percentagetrademark of total revenue was primarily attributable to$7,050 and a deleverage on a lower sales base, but was also impacted by the impairment of lease right-of-use assets and store fixed assets, early lease termination and modification charges, and restructuring and other related charges as a result of the COVID-19 pandemic. The increase was partially offset by our reduction in workforce, furloughs, temporary salary reductions and reduced discretionary spending as a result of our initiatives to control expenses, along withbenefit from the change in valuation of a contingent considerations.consideration of $5,807. The 2023 financial results also included a pre-tax charge of $6,520 for an impairment of a trademark. In addition, for the years 2020 and 2019, impairmentsyear ended December 31, 2023, income from operations decreased to $213,222, or 10.8% of intangiblestotal revenue, as compared to $281,644, or 13.3% of $44,273 and $4,050 were recorded, respectively. Alsototal revenue, in 2020 and 2019, impairments for lease right-of-use assets and store fixed assets of $36,895 and $1,883 were recorded, respectively.the prior year. The effective tax rate for the year ended December 31, 2020 increased to 39.0%2023 was 21.1% compared to 21.8%23.1% last year. The increase inprimary changes between the Company’s effective tax rate is primarilyfor the year ended December 31, 2023 and 2022 are due to the year-over-year benefit resulting from the exercising and vesting of share-based awards, an increase ina higher tax benefit related to a net operating loss carryback claim set forth by the CARES Act, an increase in the GILTI tax, a decrease in the state taxes incurred,equity-based awards and an increase in 2019 pre-tax losses in jurisdictions with higher tax rates.jurisdictional mix. Net lossincome attributable to Steven Madden, Ltd. for the year ended December 31, 20202023 was $18,397$171,554 compared to net income attributable to Steven Madden, Ltd. of $141,311$216,061 for the year ended December 31, 2019.2022.

Wholesale Footwear Segment:

Segment:
Revenue from the Wholesale Footwear segment was $713,662, or 59.4%, and $1,112,091, or 62.2%, of our total revenue forin the yearsyear ended December 31, 20202023 accounted for $1,048,448, or 52.9% of total revenue, as compared to $1,194,890, or 56.3% of total revenue, in the year ended December 31, 2022. The 12.3% decrease in revenue in the current year is primarily the result of a moderation in wholesale customers' order patterns in a challenging retail environment, impacting both our branded and 2019, respectively.private label businesses. Gross profit was $370,631, or 35.4% of Wholesale Footwear revenue, in the year ended December 31, 2023 as compared to $431,081, or 36.1% of Wholesale Footwear revenue, in the year ended December 31, 2022. The decrease of 35.8%gross profit as a percentage of revenue was primarily due to higher promotional activity partially offset by lower freight expenses. Operating expenses in revenue is primarily driven by the impact of the COVID-19 pandemic, including significant order cancellations. Gross profit in 2020 was $226,556,year ended December 31, 2023 were $165,681, or 31.7%15.8%, of Wholesale Footwear revenue, as compared to gross profit of $373,587,$166,123, or 33.6%13.9% of Wholesale Footwear revenue, in 2019. The decrease in gross profit as a percentage of Wholesale Footwear revenue was primarily due to close-outs of excess inventory resulting from store closures and order cancellations from the impact of the COVID-19 pandemic and higher sales mix of our private label business, partially offset by lower markdowns. Operating expenses were $162,357, or 22.7% of Wholesale Footwear revenue, in 2020 compared to $206,055, or 18.5% of Wholesale Footwear revenue, in 2019.year ended December 31, 2022. The increase in operating expenses as a percentage of Wholesale Footwear revenue was primarily attributabledue to aexpense deleverage on a lower sales baserevenue base. Operating expenses in addition2023 included severance and a certain office restructuring costs of $1,546 and acquisition costs of $929 related to restructuring and other related charges as a result of the COVID-19 pandemic, partially offset by our reduction in workforce, furloughs, temporary salary reductions and reduced discretionary spending as a result of our initiatives to control expenses. For 2020 and 2019, intangible impairment charges of $16,345 and $4,050 were recorded, respectively.newly formed international joint ventures. Income from operations decreased to $47,854 for 2020$204,950, or 19.5% of Wholesale Footwear revenue in 2023 as compared to $163,482 for 2019.$264,958, or 22.2% of Wholesale Footwear revenue, in 2022.


Wholesale Accessories/Apparel Segment:

Segment:
Revenue from the Wholesale Accessories/Apparel segment in the year ended December 31, 2023 accounted for $235,892,$416,532, or 19.6%, and $334,862, or 18.7%,21.0% of total revenue, foras compared to $394,676, or 18.6% of total revenue, in the yearsyear ended December 31, 2020 and 2019, respectively.2022. The decrease of 29.6%5.5% increase in revenue wasresulted primarily attributablefrom the performance of our branded handbag business and the additional apparel revenue related to the impactacquisition of the COVID-19 pandemic, including order cancellations.Almost Famous, partially offset by a reduction in our private label business. Gross profit was $70,908,$135,168, or 30.1% of Wholesale Accessories/Apparel revenue, for 2020 as compared to $98,131, or 29.3%32.5% of Wholesale Accessories/Apparel revenue, in the prior year.year ended December 31, 2023, as compared to $100,085, or 25.4% of Wholesale Accessories/Apparel revenue, in the year ended December 31, 2022. The increase in gross profit as a percentage of Wholesale Accessories/Apparel revenue was primarily due to lower markdownsfreight costs, improved production costs, and an increase penetration of the higher margin BB Dakota apparel business.lower markdown allowances. Operating expenses for 2020in the year ended December 31, 2023 were $60,932,$73,740, or 25.8%17.7%, of Wholesale Accessories/Apparel revenue, as compared to $75,676,$70,310, or 22.6%17.8%, of Wholesale Accessories/Apparel revenue, in 2019.the year ended December 31, 2022. Operating expenses in 2023 included acquisition costs of $1,505 related to the acquisition of Almost Famous. Operating expenses in 2022 included the accelerated amortization of a trademark of $7,050 and a benefit from the change in valuation of a contingent consideration of $5,807. Income from operations for the Wholesale Accessories/Apparel segment in 2023 was $61,428, or 14.7% of Wholesale Accessories/Apparel revenue, as compared to $29,775, or 7.5% of Wholesale Accessories/Apparel revenue, in 2022.
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Direct-to-Consumer Segment:
In the year ended December 31, 2023, revenue from the Direct-to-Consumer segment accounted for $506,494, or 25.6% of total revenue, as compared to $521,729, or 24.6% of total revenue, in the twelve months of 2022. The 2.9% decrease in revenue was primarily driven by a decline in our e-commerce business and brick-and-mortar comparable store sales, partially offset by the addition of the Middle East joint-venture and the expansion of our footprint in international markets. We opened 38 brick-and-mortar stores and closed 15 brick-and-mortar stores and one e-commerce site during the year ended December 31, 2023 and ended the year with 255 brick-and-mortar stores and five e-commerce sites compared to 232 brick-and-mortar stores and six e-commerce sites as of December 31, 2022. In addition, we operated 25 concessions in international markets as of December 31, 2023 compared to 20 concessions in international markets as of December 31, 2022. During the year ended December 31, 2023, gross profit was $316,507, or 62.5% of Direct-to-Consumer revenue, compared to $331,956, or 63.6% of Direct-to-Consumer revenue, in the twelve months of 2022. The decrease in gross profit as a percentage of revenue was primarily due to higher promotional activity, partially offset by lower freight costs. Operating expenses for the twelve months of 2023 were $279,827, or 55.2% of Direct-to-Consumer revenue, as compared to $264,307, or 50.7% of Direct-to-Consumer revenue, for the twelve months of 2022. The increase in operating expenses as a percentage of Wholesale Accessories/Apparel revenue was primarily attributable to aexpense deleverage on a lower sales base, but wasrevenue base. The 2023 financial results also impacted by restructuring and other related charges asincluded a resultpre-tax charge of the COVID-19 pandemic. The increase in expenses was partially offset by our reduction in workforce, furloughs, temporary salary reductions and reduced discretionary spending as a result of our initiatives to control expenses, along with a change in valuation$6,520 for an impairment of a contingent consideration. For 2020, an intangible impairment charge of $27,472
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was recorded. Losstrademark. In 2023, income from operations for the Wholesale Accessories/ApparelDirect-to-Consumer segment was $17,496 in 2020$30,160, or 6.0% of Direct-to-Consumer revenue as compared to income from operations$67,649, or 13.0% of $22,455Direct-to-Consumer revenue, in 2019.2022.

First Cost Segment:
Retail Segment:

Revenue from the Retail segment accounted for $239,389, or 19.9% of total revenue, and $321,182, or 18.0%, of total revenue for the years ended December 31, 2020 and 2019, respectively. The decrease of 25.5% in revenue is primarily due to the COVID-19 pandemic, including the temporary closure of all of our brick-and-mortar stores in the U.S. and the vast majority of our brick-and-mortar stores globally from the second half of March through at least the end of May and subsequent mandated closures. During 2020, we added five stores and closed 14 stores. As of December 31, 2020 we had 218 retail stores compared to 227 stores as of December 31, 2019. The 218 stores currently in operation include 143 Steve Madden® full-price stores, 66 Steve Madden® outlet stores, one Steven® store, one Superga store and seven e-commerce websites. In addition, we operated 17 concessions in our international markets. DuringJanuary 2023, the year ended December 31, 2020, gross profit was $154,206, or 64.4% of Retail revenue compared to $195,277, or 60.8% of Retail revenue in 2019. The increase in gross profitCompany no longer serves as a percentagebuying agent for any of Retail revenue was primarily due to a shift in sales to the higher-margin e-commerce businessits customers, and less discounting. In 2020, operating expenses were $186,103, or 77.7% of Retail revenue, compared to $202,444, or 63.0% of Retail revenue in 2019. The increase in operating expenses as a percentage of Retail revenue was primarily attributable to a deleverage on a lower sales base, but was also impacted by the impairment of lease right-of-use assets and store fixed assets and restructuring and related charges as a result ofno longer reports under the COVID-19 pandemic. The increase in expenses was partially offset by our reduction in workforce, furloughs, temporary salary reductions, rent reductions and reduced discretionary spending as a result of our initiatives to control expenses, along with the change in valuation of a contingent consideration. Also in 2020 and 2019, impairments for lease right-of-use assets and store fixed assets of $36,895 and $1,883 were recorded, respectively. For 2020, an intangible impairment charge of $456 was recorded. For the year ended December 31, 2020, loss from operations for the Retail segment was $69,248 compared to $9,050 in the prior year.

First Cost Segment:

Commission feesegment. This change is not considered to have a material or meaningful impact on the Company's operations. In 2022, commission income generated by the First Cost segment accounted for $3,902, or 0.3% of total revenue,$916, operating expenses were $150, and $7,441, or 0.4% of total revenue for the years ended December 31, 2020 and 2019, respectively. Operating expenses decreased to $2,395 in 2020 from $15,618 in 2019. Operating expenses in 2020, included a benefit associated with the recovery from the Payless ShoeSource bankruptcy of $1,081 and in 2019 included charges to bad debt expenses associated with the Payless ShoeSource bankruptcy of $10,355. Incomeincome from operations was $1,507 for the year ended December 31, 2020 compared to a loss from operations of $8,177 in 2019.


$766.
Licensing Segment:

Licensing feeRoyalty income generated by the Licensing segment accounted for $8,969,$10,108, or 0.7%0.5% of total revenue, and $11,581, or 0.6% of total revenue for the years ended December 31, 2020 and 2019, respectively, which represents a $2,612, or 22.6%, decrease. Operating expenses decreased to $3,191 in 2020 from $3,477 in 2019. During the year ended December 31, 2020, income for the Licensing segment amounted to $5,778 as compared to the prior year income of $8,104.


Year Ended December 31, 2019 vs. Year Ended December 31, 2018

Consolidated:

Total revenue, for the year ended December 31, 2019 increased by 6.5%2023 compared to $1,787,157 from $1,677,734$9,798, or 0.5% of total revenue, for fiscal 2018. Net sales for fiscal 2019 increased by 6.9% to $1,768,135 from $1,653,609 for fiscal 2018. Commission and licensing fee income for fiscal 2019 decreased by 21.2% to $19,022 from $24,125 for fiscal 2018. For the year ended December 31, 2019, gross margin as a percentage of total revenue increased2022. Operating expenses decreased to 38.4%$1,681 in the current year compared to 38.2% in$1,944 last year. Income from the prior year. For the year ended 2019, gross margin included a charge of $386 related to a termination of a joint venture. Operating expenses increased in 2019 to $503,270, or 28.2% of total revenue, from $466,781, or 27.8% of total revenue, in 2018. In addition, in 2019 impairments of intangibles of $4,050 were recorded. Also in 2019, impairments for lease right-of-use assets of $1,883 were recorded. The effective tax rateLicensing segment was $8,427 for the year ended December 31, 2019 decreased to 21.8%2023 as compared to 26.4%$7,854 in the same period of 2018 primarily dueprior year.
Corporate:
Corporate does not constitute a reportable segment and includes costs not directly attributable to the year-over-year benefit resulting from the exercisingsegments. These costs are primarily related to expenses associated with corporate executives, corporate finance, corporate social responsibility, legal, human resources, information technology, cyber security, and vesting of share-based awards, a decrease in the state taxes incurred, a decrease in prepaid tax adjustments, and an increase in 2019 pre-tax income in
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jurisdictions with low tax rates. Net income attributableother shared services. Corporate operating expenses amounted to Steven Madden, Ltd. for$91,743 during the year ended December 31, 2019 increased to $141,3112023 as compared to $129,136 for the year ended December 31, 2018.

Wholesale Footwear Segment:

Revenue generated by the Wholesale Footwear segment was $1,112,091, or 62.2% of total revenue, and $1,058,366, or 63.1%, of our total revenue for the years ended December 31, 2019 and 2018, respectively. The increase in net revenue was primarily driven by strong growth in Steve Madden Women's, along with the full year of recognizing revenue for the Anne Klein brand and an increase in our private label business, partially offset by not recognizing sales to Payless ShoeSource in the first half of 2019 compared to the first half of 2018.

Gross profit margin in 2019 was 33.6%, while gross profit margin in 2018 was 32.7%. The increase in gross profit margin of 90 basis points was primarily attributable to strong growth in Steve Madden Women's, along with not recognizing sales to the low-margin Payless ShoeSource customer. Operating expenses increased to $206,055, or 18.5% of revenue, in 2019 compared to $205,771, or 19.4% of revenue, in the same period of 2018. Recorded in the Wholesale Footwear segment was a $4,050 impairment charge for the Brian Atwood trademark impacting operating income for 2019. The increase in operating expenses primarily resulted from higher payroll and related expenses, warehouse and distribution expenses and other selling expenses associated with higher sales and the addition of the Anne Klein footwear business. Income from operations increased to $163,482 for 2019 compared to $140,138 for 2018.

Wholesale Accessories/Apparel Segment:

Revenue generated by the Wholesale Accessories/Apparel segment accounted for $334,862, or 18.7%, and $300,091, or 17.9%, of total revenue for the years ended December 31, 2019 and 2018, respectively. The increase in revenue was primarily due to growth in our Steve Madden branded handbags, the full year of recognizing sales for the Anne Klein brand, as well as the addition of the BB Dakota apparel business.

Gross profit margin in the Wholesale Accessories/Apparel segment decreased to 29.3% in 2019 from 30.6% in the prior year period. The 1.3% decrease in gross margin resulted from tariffs imposed on accessories when compared to 2018. In the year ended December 31, 2019, operating expenses increased to $75,676, or 22.6% of revenue, compared to $64,647, or 21.5% of revenue, in the year ended December 31, 2018. The increase primarily resulted from higher payroll related expenses associated with the increase in sales, as well as the addition of the BB Dakota apparel business. Also, contributing to the increase were higher warehouse and distribution expenses, other selling expenses and marketing expenses all based on higher sales volume. Income from operations for the Wholesale Accessories/Apparel segment decreased to $22,455 in 2019 compared to $27,092 in 2018.

Retail Segment:

Revenue generated by the Retail segment accounted for $321,182, or 18.0%, and $295,152, or 17.6%, of total revenue for the years ended December 31, 2019 and 2018, respectively, which represents a $26,030, or 8.8%, increase. The increase in revenue was primarily due to an increase in comparable store sales of 6.1% driven by the significant growth in our e-commerce business. During 2019, we had net closures of 2 stores. The net closures comprised 17 full-price locations, 2 outlet locations and 1 e-commerce website, partially offset by the addition of 8 full-price stores, 8 outlets and 2 e-commerce websites, which included the additional stores and e-commerce sites from the acquisition of GREATS and BB Dakota brands. As a result, we had 227 retail stores as of December 31, 2019, compared to 229 stores as of December 31, 2018. The 227 stores currently in operation include 146 Steve Madden® full-price stores, 68 Steve Madden® outlet stores, 2 Steven® stores, 2 GREATS® stores, 1 Superga store and 8 e-commerce websites. In addition, we operated 31 concessions in our international markets. Comparable store sales (sales of those stores, including the e-commerce websites, that were open for all of 2019) for the year ended December 31, 2019 increased 6.1% when compared to the prior year. We exclude new locations from the comparable store base for the first year of operations. Stores that are closed for renovations are removed from the comparable store base. During the year ended December 31, 2019, the gross profit margin increased to 60.8% from 60.4% in 2018 primarily due to higher margins in our e-commerce business partially offset by a loss of $386 related to the termination of a joint venture in China. In 2019, operating expenses increased to $202,444, or 63.0% of revenue, from $177,655, or 60.2% of revenue, in 2018. Also in 2019, impairments for lease right-of-use assets of $1,883 were recorded. For the year ended December 31, 2019, loss from operations for the Retail segment was $9,050 compared to income from operations of $735$89,358 in the prior year.



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First Cost Segment:

Commission fee income generated by the First Cost segment accounted for $7,441, or 0.4%, and $11,226, or 0.7% of total revenue for the years ended December 31, 2019 and 2018, respectively, which represents a $3,785, or 33.7%, decrease. The decrease in commission fee income is primarily due to the Payless ShoeSource bankruptcy that occurred in 2019. Operating expenses slightly decreased to $15,618 in 2019 from $15,775 in 2018. Loss from operations was $8,177 for the year ended December 31, 2019 compared to $4,549 in 2018.

Licensing Segment:

Licensing fee income generated by the Licensing segment accounted for $11,581, or 0.6%, and $12,899, or 0.8% of total revenue for the years ended December 31, 2019 and 2018, respectively, which represents a $1,318, or 10.2%, decrease. The decrease in licensing fee income is primarily due to a decrease in royalties in connection with Payless ShoeSource bankruptcy. Operating expenses increased to $3,477 in 2019 from $2,933 in 2018. The increase in operating expenses was primarily due to higher marketing and payroll related expenses. During the year ended December 31, 2019, income for the Licensing segment amounted to $8,104 as compared to the prior year income of $9,966.


LIQUIDITY AND CAPITAL RESOURCES
($ in thousands)

In response to the COVID-19 pandemic, we took precautionary measures to maintain adequateOur primary sources of liquidity are cash flows from operations, cash, cash equivalents, and financial flexibility by temporarily suspending share repurchases and the quarterly cash dividend, furloughing a significant portion of our employees, significantly reducing our corporate workforce, temporarily suspending salaries of our founder and Creative and Design Chief, Steve Madden, our Chairman and Chief Executive Officer, Edward Rosenfeld, and our Board of Directors (which were all reinstated on October 1); temporarily reducing salaries by 30% for our President, Chief Financial Officer, Chief Operating Officer and Chief Merchandising Officer (which were all reinstated on August 1); temporarily reducing salaries by graduated amounts for all other employees earning over $100 per year (which were reinstated on August 1); significantly scaling back on non-essential operating expenses, capital expenditures and planned inventory purchases.

short-term investments. Cash, cash equivalents, and short-term investments totaled $287,166$219,813 and $304,622$289,798 at December 31, 20202023 and December 31, 2019,2022, respectively. At December 31, 2020, we held $158,610, or approximately 56%, of ourOf the total cash, cash equivalents, and short-term investments as of December 31, 2023, $134,745, or approximately 61%, was held in our foreign subsidiaries, and atof the total cash, cash equivalents, and short-term investments on December 31, 2019, we held $137,072,2022, $133,729, or approximately 45%46%, was held in our foreign subsidiaries.

We had a collection agency agreement with Rosenthal & Rosenthal, Inc. (“Rosenthal”) until May 6, 2020. The agreement provided us with a credit facility in the amount of $30,000, having a sub-limit of $15,000 on the aggregate face amounts of letters of credit, at an interest rate based, at our election, upon either the prime rate or LIBOR. Effective May 6, 2020, the credit facility was increased to $50,000 as a precautionary measure in response to the COVID-19 pandemic.

On July 22, 2020, we entered into a new $150,000, five-year, asset-based revolving credit facility with various lenders and Citizens Bank, N.A. and various participating lenders,N.A (the “Credit Agreement”). On March 25, 2022, we entered into the Credit Agreement, which replaced the London Interbank Offering Rate (“LIBOR”) with the Bloomberg Short-Term Bank Yield Index (“BSBY”) as the interest rate benchmark, among other changes. On April 3, 2023, we entered into a second amendment to the Credit Agreement, which reflects CIT Group/Commercial Services, Inc. (“CIT”) as an additional receivables collection agent for us and certain guarantors. Further, on October 23, 2023, we entered into a third amendment to the Credit Agreement in order to accommodate certain changes made to our credit facilityexisting factoring arrangement with Rosenthal.

CIT.
As of December 31, 2020,2023, we had working capital of $462,325,$477,208, cash and cash equivalents of $247,864, and$204,640, short-term investments of $39,302$15,173, no cash borrowing, and no debt.

$504 in letters of credit outstanding unrelated to the Credit Agreement.
We believe that based uponon our current financial position and available cash, cash equivalents, and short-term investments, we will meet all of our financial commitments and operating needs for at least the next twelve months. In addition, as a precautionary measure, we have entered into theour $150,000 asset-based revolving credit facility which provides us with additional liquidity and flexibility should we need it.on a long-term basis.
OPERATING ACTIVITIES
($ in thousands)Operating Activities
Cash provided by operations was $44,206$229,237 in 20202023 compared to cash provided by operations$267,883 in the same period of $233,780 in the prior year. The reductiondecrease in cash provided by operations was primarily driven by the reduction of income as result of the COVID-19 pandemic and unfavorable changes in our working capital, including unfavorable changesreceivables and net income offset by less cash used in accounts payable and accrued expensesexpenses.
Investing Activities
Cash used in investing activities was $99,892 for the year ended December 31, 2023, which consisted of $75,271 for the acquisition of Almost Famous and factor accounts receivable, partiallypurchases of $25,688 in short-term investments offset by favorable changes in inventoriescash received of $25,872 from the maturities and accounts receivables.
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sales of short-term investments. We also made capital expenditures of $19,470, principally for leasehold improvements, new stores, and systems enhancements. We also had investments of $5,339 related to other investing activities.


INVESTING ACTIVITIES
($ in thousands)
Financing Activities
During the year ended December 31, 2020 cash used in investing activities was $4,884, of which we invested $73,792 in marketable securities and received $75,470 from the maturities and sales of securities. We invested in capital expenditures of $6,562, principally for systems enhancements, leasehold improvements to office and improvements to existing stores and new stores that were committed to and in final stages prior to the COVID-19 pandemic.
FINANCING ACTIVITIES
($ in thousands)
During the year ended December 31, 2020,2023, net cash used in financing activities was $57,074,$200,936, which primarily consisted of share repurchases and net settlements of $46,583, and paymentstock awards of $142,348, cash dividends paid of $12,459,$63,177, partially offset by proceeds from the exercisean investment of stock optionsa noncontrolling interest of $1,609.$4,486.

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CONTRACTUAL OBLIGATIONS
($ in thousands)Contractual Obligations
Our contractual obligations as of December 31, 20202023 were as follows:
Payment due by period Payment due by period
Contractual ObligationsTotal20212022-20232024-20252026 and after
Operating lease obligations$147,889 $39,700 $53,312 $32,922 $21,955 
(in thousands)(in thousands)Total20242025-20262027-20282029 and after
Operating lease obligations (1)
Purchase obligationsPurchase obligations64,523 64,523 — — — 
Future minimum royalty and advertising payments20,225 8,350 11,875 — — 
Future minimum royalty and advertising payments (2)
Transition taxTransition tax14,847 1,563 4,493 8,791 — 
TotalTotal$247,484 $114,136 $69,680 $41,713 $21,955 
At December 31, 2020, we had $188 open letters of credit outstanding(1) Refer to Note M – Leases to the consolidated financial statements included in this Annual Report on Form 10-K for further information.
(2) Refer to Note O – Commitments, Contingencies, and Other to the purchase of inventory.consolidated financial statements included in this Annual Report on Form 10-K for further information.
Substantially all our products are produced by independent manufacturers at overseas locations, the majority of which are located in China, with a growing percentage located in Cambodia, Mexico, Brazil,Vietnam, India, VietnamItaly, Brazil, and some European nations. We have not entered into any long-term manufacturing or supply contracts with any of these foreign manufacturers. We believe that a sufficient number of alternative sources exist outside of the United States for the manufacture of our products. Purchases are made primarily in United States dollars.
WeAs of the date of this report, we have employment agreements with our Founder and Creative and Design Chief, Steven Madden, and certain executive officers, which provide for the payment of compensation aggregating to approximately $10,700$10,686 in 2021, $8,9412024, $10,368 in 20222025 and $7,774$9,396 in 2023. 2026, $8,589 in 2027, $8,549 in 2028, $7,942 in 2029, and $7,746 in each of the years 2030 and 2031.
In addition, some of these employment agreements provide for discretionary bonuses and some provide for incentive compensation based on various performance criteria as well as other benefits, including stock-related compensation.
Transition tax of $14,847$4,884 was the result of the Tax Cuts and Jobs Act of 2017 (the "Tax Act"). For further information, refer to Note O to the Consolidated Financial Statements included in this Annual Report on Form 10-K. Excluded from the contractual obligations table above are long-term taxes payable of $2,295$238 as of December 31, 20202023 primarily related to uncertain tax positions, for which we are unable to make a reasonably reliable estimate of the timing of payments in individual years beyond one year due to uncertainties in the timing of tax audit outcomes. For further information, refer to Note N – Income Taxes to the consolidated financial statements included in this Annual Report on Form 10-K.
DIVIDENDSDividends
In February 2020,2023, our Board of Directors declared a quarterly cash dividend of $0.15$0.21 per share on our outstanding shares of common stock. The dividend was paid on March 27, 2020,24, 2023, to stockholders of record as of the close of business on March 17, 2020.10, 2023. We paid total cash dividends for the three months ended March 31, 20202023 of $12,459.$16,039.
At the end of March 2020, in response to the COVID-19 pandemic, as a precautionary measureIn May 2023, our Board of Directors temporarily suspendeddeclared a quarterly cash dividend of $0.21 per share on our outstanding shares of common stock. The dividend was paid on June 23, 2023, to stockholders of record as of the paymentclose of business on June 12, 2023. We paid total cash dividends andfor the repurchasethree months ended June 30, 2023 of our common stock.$15,856.
On February 24, 2021,In August 2023, our Board of Directors approveddeclared a quarterly cash dividend of $0.21 per share on our outstanding shares of common stock. The dividend was paid on September 25, 2023, to stockholders of record as of the reinstatementclose of business on September 15, 2023. We paid total cash dividends for the three months ended September 30, 2023 of $15,698.
In November 2023, our Board of Directors declared a quarterly cash dividend of $0.21 per share on our outstanding shares of common stock. The dividend was paid on December 29, 2023, to stockholders of record as of the close of business on December 15, 2023. We paid total cash dividends for the three months ended December 31, 2023 of $15,584.
On February 27, 2024, our Board of Directors approved a quarterly cash dividend. The quarterly dividend of $0.15$0.21 per share is payable on March 26, 202122, 2024 to stockholders of record as of the close of business on March 16, 2021.8, 2024.
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Future quarterly cash dividend payments are also subject to the discretion of our Board of Directors and contingent upon future earnings, our financial condition, capital requirements, general business conditions, and other factors. Therefore, we can give no assurance that cash dividends will be paid to holders of our common stock in the future.
INFLATIONInflation

We do not believe that inflationActual results could be negatively and price changesmaterially impacted due to risks and uncertainties, including the impacts of inflationary pressures globally and the war in Ukraine, the war in the Middle East, and the related broader macroeconomic implications. Consumer spending has been and may continue to be negatively impacted by inflationary pressures, and other macroeconomic and geopolitical factors. All these factors have had a significant effect onnegatively impacted, and might continue to negatively impact, our direct sales to end consumers and our sales or profitability for the fiscal year ended December 31, 2020 and the prior two fiscal years.to our wholesale customers. Historically, we have minimized the impact of product, wages, and logistic cost increases by increasingraising prices, renegotiating costs, changing suppliers, and improving operating efficiencies. However, no assurance can be given that we will be able to offset any such inflationary cost increases in the future.

OFF-BALANCE SHEET ARRANGEMENTS

We have no off-balance sheet arrangements.
CRITICAL ACCOUNTING POLICIES AND THE USE OF ESTIMATES
This Management’s DiscussionManagement believes the following critical accounting estimates are the most significantly affected by judgments and Analysisassumptions used in the preparation of Financial Condition and Results of Operations is based upon our consolidated financial statements included in this Annual Report on Form 10-K, which have been prepared in accordance with accounting principles generally accepted in the United Statesstatements: allowances for doubtful accounts; markdowns and chargeback allowances, co-op advertising allowances, customer returns; inventory valuation; and valuation of America ("GAAP"). The preparation of these financial statements requires management to make estimates and judgments that affect the reported amounts of assets, liabilities, sales and expenses, and related disclosure of contingentintangible assets and liabilities. Estimates by their nature are based on judgments and available information.goodwill. Our estimates are made based upon historical factors, current and future circumstances and market conditions, and the experience and judgment of management. Assumptions and estimates are evaluated on an ongoing basis, and we may employ outside experts to assist in evaluations. Therefore, actual results could materially differ from those estimates under different assumptions and conditions. Management believes the following critical accounting estimates are more significantly affected by judgments and estimates used in the preparationvaluation process of our consolidated financial statements: allowance for bad debts; customer returns, chargebacksintangible assets and co-op advertising; inventory valuation; valuation of intangible assets; litigation reserves; and contingent payment liabilities.goodwill.
Allowances for bad debtsdoubtful accounts. . AccountsA vast majority of our customers’ receivable balances are protected under our factoring and collection agency agreements with Rosenthal & Rosenthal, Inc. (“Rosenthal”) and CIT Group/Commercial Services, Inc. (“CIT”), described in Note Q – Factoring Agreements to the consolidated financial statements included in this Form 10-K. Under this agreement, Rosenthal assumes the credit risk resulting from a customer’s financial inability to make payment of credit-approved receivables. We also use risk insurance, letters of credit, and put agreements to mitigate credit risk for a significant portion of the receivables not covered under our Rosenthal agreement. The balance of receivables not covered under our Rosenthal agreement is reduced by an allowance for amounts that may be uncollectible in the future. Estimates are used in determining the
The estimated allowance for doubtful accounts and areis based on an analysis of the aging of accounts receivable, assessments of collectability based on historical trends, the financial condition of our customers, and an evaluation of economic conditions. In general,Differences in management’s estimation of the above factors could impact our results of operations and financial position. The balances of allowances for doubtful accounts are generally correlated with our revenues from wholesale customers whose receivables are not covered under our Rosenthal agreement, and actual bad debt losses have historically been within our expectations and in line with the allowances we have established. The reserve againstbalances and activity in the allowances for doubtful accounts are presented in Note T – Valuation and Qualifying Accounts to the consolidated financial statements included in this Form 10-K. A hypothetical 5% increase in our non-factored trade receivables also includes estimated losses that may result from customers’ inabilityallowance for doubtful accounts as of December 31, 2023 would have increased our 2023 operating expenses by approximately $200.
Markdowns, chargebacks, co-op advertising, and customer returns. As described in Note B – Summary of Significant Accounting Policies to pay.
Customer returns, chargebacks and co-op advertising. Wethe consolidated financial statements included in this Form 10-K, we provide variable consideration to our wholesale customers for chargebacks, discounts,to maximize sales of our product on the retail floor, in the form of markdowns and chargeback allowances, co-op advertising returnsallowances, and other miscellaneous deductions that relatereturn reserves related to the current period. The amount of the consideration for returns, discountsperiod sales.
a.Markdowns and compliance chargebacks is determined by analyzing aged receivables, current economic conditions, the prevailing retail environment and historical dilution levels for customers.chargeback allowances. We evaluate anticipated customer markdowns and chargebackschargeback allowances by reviewing several performance indicators for our major customers. These performance indicators, (whichwhich include inventory levels on the retail floors, sell through rates to the end consumer, and gross margin levels)levels, are analyzed by management to estimate the amount of customer allowances. We also discuss product performance with our retail partners on an ongoing basis to gather more intelligence to inform our estimation process. Differences in management’s estimation of the anticipated customer allowance.above factors from period to period could impact our results of operations and financial position. The levels of markdown and chargeback allowances are generally correlated with our revenues to wholesale customers. A hypothetical 5% increase in the reserve balance for markdowns and chargeback allowances as of December 31, 2023 would have decreased our 2023 revenue by approximately $1,500.
b.Co-op advertising allowances. Under our co-op advertising programs, we agree to reimburse the retailer for a portion of the costs incurred by the retailer to advertise and promote some of our products. We estimate the costs of co-op advertising programs based on the terms of the agreements with its retailerour customers. Failure to correctly estimateDifferences in management’s estimation of the co-op advertising activity at our customers and the resulting amount of the reserve for these allowances from period to period could materially impact our results of operations and financial position. The level of co-op advertising support is generally correlated with our revenues to wholesale customers. A hypothetical 5% increase in the reserve balance for co-op advertising allowances as of December 31, 2023 would have an immaterial impact on our 2023 revenue.
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c.Return reserve. Our Direct-to-Consumer segment accepts unworn returns within 30 days from the date of a sale, or 30 days from the date of delivery for online orders. We estimate a return reserve in the Direct-to-Consumer segment by establishing a return rate using historical returns data. The rate is then applied to eligible revenues recorded in the current period to calculate the reserve. We do not accept returns as a normal business practice in our wholesale segments, except for our Blondo® and Dolce Vita® product lines. We estimate such returns based on historical experience and current market conditions. The level of returns is generally correlated with our revenues. A hypothetical 5% increase in the return reserve as of December 31, 2023 would have decreased our 2023 revenue by approximately $200.
The balances and activity in the markdown, chargeback, and co-op advertising allowances are included in Note T – Valuation and Qualifying Accounts to the consolidated financial statements included in this Form 10-K.
Inventory valuationvaluation. . Inventories are stated at the lower of cost or net realizable value, on a first-in, first-out basis. We review inventory on a regular basis for excess and slow-moving inventory. The review is based on an analysis of the age and styles of inventory on hand, priorhistorical sales of the same or similar products, and expected net realizable value through future sales. The analysis includes a review of inventory quantities on hand at period-end in relation to year-to-date sales and projections for sales in the foreseeable future as well as subsequent sales.sales and discussions with both traditional and off-price retailers. We consider quantities on hand in excess of estimated future sales to be at risk for market impairment. The estimated net realizable value, or market value is determined based on the estimate of salesselling prices of such inventory through off-price orand discount store channels.channels, department stores, and our own direct-to-consumer channel. The likelihood of any material inventory write-down is dependent primarily on the expectation of future consumer demand for our products.products, which is influenced by consumer trends, economic and market conditions, weather patterns for seasonal goods, and the impacts of the COVID-19 pandemic. A misinterpretation or misunderstanding of future consumer demand for our products the economy,due to these or any other failure to estimate correctly, in addition to abnormal weather patterns,factors could result in inventory valuation changes compared to the valuation determined to be appropriate as of the balance sheet date.
In general, our inventory obsolescence estimates have historically been within our expectations and in line with the reserves established, and although possible, significant variation is not expected in the future. A hypothetical 5% increase to inventory reserves at December 31, 2023 would have decreased our 2023 gross profit by approximately $400.
Valuation of intangible assets and goodwill. In accordance with applicable accounting guidance, we test goodwillWe estimate and record the fair value of purchased intangible assets withat the time of their acquisition. The fair values of these intangible assets are estimated based on independent third-party appraisals that are reviewed and approved by us. Goodwill and other intangible assets deemed to have indefinite useful lives are not amortized. These assets are tested for impairment at least annually. This accounting guidance also requires that intangibleannually on the first day of the third quarter, or more frequently if impairment indicators are present. Intangible assets with finite
34


lives beare amortized over their respectiveestimated useful lives to their estimated residual values and reviewedtested for impairment in accordance with applicable accounting guidance.if indicators are present.
Indefinite-livedOur annual impairment assessment of goodwill and indefinite-lived intangible assets and goodwill are assessed for impairment by performingis generally performed using a qualitative assessment that evaluates relevant events or circumstances in orderapproach to determine whether it is more likely than not that the fair value of an intangible or a reporting unit or intangible asset is less than its carrying amount. Factors considered include historical financial performance,Performance of the qualitative impairment assessment requires judgment in identifying and considering the significance of relevant events and circumstances including external factors, such as macroeconomic and industry conditions, and the legal and regulatory environment. environment, as well as entity-specific factors, such as actual and planned financial performance, that could impact the fair value of our reporting units and indefinite-lived intangible assets. The results of our most recent quantitative tests are also considered in performing the qualitative assessment.
If the results of the annual qualitative assessment conclude that it is not more likely than not that the fair value of thea reporting unit is less thanor an indefinite-lived intangible asset exceeds its carrying amount,value, or if interim indicators of impairment are identified, a quantitative impairment test is performed.
A quantitative impairment test involves comparing the fair value of thea reporting unit is comparedor intangible asset with its carrying amount, and ifvalue. If the fair value of the reporting unit is less than its carrying amount, an impairment is recognized equal to the amount by which the reporting unit's carrying value exceeds its fair value, not to exceed the carrying amount. We perform this annual assessment during our third quarter or if impairment indicators warrant a test.
Impairment of long-lived assets. We perform an impairment review of our long-lived assets, once events or changes in circumstances indicate, in management’s judgment, that the carrying value, of such assets may not be recoverable. When such a determination has been made, management compares the carrying value of the asset groups with their estimated future undiscounted cash flows. If it is determined that an impairment has occurred,loss is recorded for an amount equal to the fair value of the asset group is determined and compared to its carrying value. The excess of the carrying value over the fair value, if any,value. For goodwill, the impairment loss is recognized as a loss during that period. The impairment is calculated aslimited to the difference between asset carrying values andamount of the respective reporting unit’s allocated goodwill. Determination of the fair value of a reporting unit or indefinite-lived intangible asset is subjective in nature and involves the long-lived assets.use of significant estimates and assumptions including consideration of external factors, such as macroeconomic and industry conditions, and the legal and regulatory environment, as well as entity-specific factors such as actual and planned financial performance. These estimates and assumptions could have a significant impact on whether an impairment charge is recognized and the amount of any such charge. Estimates of fair value are primarily determined using discounted cash flows, market comparisons, and recent transactions. These approaches use significant estimates and assumptions, including projected future cash flows, discount rates, growth rates, and determination of appropriate market comparisons. It is possible that our conclusions regarding impairment of goodwill or other intangible assets could change in future periods if, for example, our businesses do not perform as projected or overall economic conditions in future periods vary from current assumptions.
Litigation reserves. Estimated amounts for litigation claimsOur annual impairment tests were last performed as of July 1, 2023 using a quantitative impairment test as described above, the results of which indicated that are probablethe fair values of our reporting units and can be reasonably estimated areindefinite-lived intangible assets significantly exceeded their carrying values. A hypothetical 10% decrease in the fair values of our reporting units and our indefinite-lived intangible assets as of December 31, 2023 would not have resulted in any material impairment charges. No goodwill or intangible asset impairment charges were recorded as liabilitiesa result of our annual impairment tests during any of the years presented in our consolidatedthis Form 10-K.
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During the fourth quarter of 2023, certain events occurred which led the Company to conclude that impairment indicators existed and the Company performed a valuation of the GREATS® trademark. The estimated fair value of this trademark was determined using an excess earnings method, incorporating the use of projected financial statements. The likelihoodinformation, and a discount rate which are developed using market participant based assumptions. As a result of this assessment, the GREATS® trademark was written down from the carrying value of $12,670 to its fair value of $6,150, resulting in a materialpre-tax non-cash impairment charge of $6,520. This charge was recorded in impairment of intangibles in the Company’s Consolidated Statements of Income and recognized in the Direct-to-Consumer segment.
During the fourth quarter of 2021, certain decisions were made by the Company that resulted in the change in these estimated reserves would be dependent on new claims as they may arise and the favorable or unfavorable events of a particular litigation. As additional information becomes available, management will assess the potential liability related to the pending litigation and revise its estimates. Such revisions in management’s estimates of a contingent liability could materially impact our results of operation and financial position.
Contingent payment liabilities. We have completed acquisitions that require us to make contingent payments to the sellers based on the future financial performanceuseful life of the acquired businesses overBB Dakota trademark from an indefinite to a periodfinite life. As a result, the BB Dakota trademark was assessed for impairment. The estimated fair value of this trademark was determined using an excess earnings method, incorporating the use of projected financial information, and a discount rate, which was developed using market participant-based assumptions. As a result of this assessment, the BB Dakota trademark was written down from onethe carrying value of $9,670 to three years.its fair value of $7,050, resulting in a pre-tax, non-cash impairment charge of $2,620. This charge was recorded in impairment of intangibles in the Company’s Consolidated Statements of Income and recognized in the Wholesale Accessories/Apparel segment. The fair value of $7,050 was amortized over its remaining useful life of one year and was fully amortized at the contingent payments is estimated usingend of 2022.
See Note G – Goodwill and Intangible Assets to the present value of management's projections of theconsolidated financial results of the acquired business. Failure to correctly project the financial results of the acquired businesses could materially impact our results of operationsstatements included in this Form 10-K for further detail and financial position.

impairment charges.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
($ in thousands)
Interest Rate Risk
We do not engage in the trading of market risk sensitive instruments in the normal course of business. Our financing arrangements are subject to variable interest rates, primarily based on the prime rate and LIBOR.the BSBY. The terms of our new $150,000 asset-based revolving credit agreement (the “Credit Facility”) and our collection agency agreements with Rosenthal & Rosenthal, Inc. and CIT Group/Commercial Services, Inc. can be found in the Liquidity and Capital Resources section of Item 7 and in Note TP – Credit Agreement and Note E,Q – Factoring Agreements, respectively, to the Consolidated Financial Statementsconsolidated financial statements included in this Annual ReportForm 10-K. Because we had no cash borrowings under the Credit Facility as of December 31, 2023, a 10% change in interest rates, with all other variables held constant, would have an immaterial effect on Form 10-K.our reported interest expense.
As of December 31, 2020,2023, we held short-term investments valued at $39,302,$15,173, which consistedconsist of certificates of deposit. We have the ability to hold these investments until maturity.

Foreign Currency Exchange Rate Risk
We face market risk to the extent that our U.S. or foreign operations involve the transaction of business in foreign currencies. In addition, our inventory purchases are primarily done in foreign jurisdictions and inventory purchases may be impacted by fluctuations in the exchange rates between the U.S. dollar and the local currencies of our contract manufacturers, which could have the effect of increasing the cost of goods sold in the future. We manage these risks primarily by denominating these purchases in U.S. dollars. To mitigate the risk of purchases that are denominated in foreign currencies we may enter into forward foreign exchange contracts for terms of no more than two years. A description of our accounting policies for derivative financial instruments is included in Notes CNote B – Summary of Significant Accounting Policies and MNote L – Derivative Instruments to the Consolidated Financial Statements.consolidated financial statements.
During 2020,As of December 31, 2023, we had entered into forward foreign exchange contracts with notional amounts totaling $44,279.$105,602. We performed a sensitivity analysis based on a model that measures the impact of a hypothetical change in foreign currency exchange rates to determine the effects that market risk exposures may have on the fair values of our forward foreign exchange contracts that were outstanding as of the year-end.December 31, 2023. As of December 31, 2020,2023, a 10% increase or decrease of the U.S. dollar against the exchange rates for foreign currencies under forward foreign exchange contracts, with all other variables held constant, would result in a net increase or decrease respectively, in the fair value of our derivatives portfolio of approximately $4,075.

$120, which is immaterial to the consolidated financial statements.
In addition, we are exposed to translation risk in connection with our foreign operations in Canada, Mexico, Europe, South Africa, China, Taiwan, Israel, Malaysia, and Israelthe Middle East because our subsidiaries and joint ventures in these countries utilize the local currency
35


as their functional currency, and those financial results are translated into U.S. dollars. As currency exchange rates fluctuate, foreign currency exchange rate translation adjustments reflected in our financial statements with respect to our foreign operations affects the comparability of financial results between years.
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Inflation Risk
Inflationary factors generally affect us by reducing consumer spending, increasing our labor and overhead costs, and negatively impacting our direct sales to end consumers and our sales to our wholesale customers, which may adversely affect our results of operations and financial position. We have historically been able to minimize the impacts of inflation by raising prices, renegotiating costs, changing suppliers, and improving operating efficiencies. However, no assurance can be given that we will be able to offset such inflationary impacts in the future.
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ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
The information required by this Item is incorporated herein by reference to the consolidated financial statements listed in response to Item 15 of Part IV of this Annual Report on Form 10-K.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE

On March 6, 2020, the Audit Committee of our Board of Directors dismissed EisnerAmper LLP (“EisnerAmper”) as our independent registered public accounting firm effective immediately and appointed Ernst & Young LLP (“EY”) as our independent public accounting firm, effective upon dismissal of EisnerAmper.

In connection with the audits of our consolidated financial statements for each of the two fiscal years ended December 31, 2019 and 2018, and in the subsequent interim period through March 6, 2020, there were (i) no disagreements between us and EisnerAmper on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of EisnerAmper, would have caused it to make reference to the subject matter of the disagreements in connection with its report on the financial statements for such years and (ii) no “reportable events” as defined in Section 304(a)(1)(v) of SEC Regulation S-K and the related instructions thereto.


Not applicable.
ITEM 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal year covered by this Annual Report on Form 10-K. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were effective as of the end of the fiscal year covered by this Annual Report on Form 10-K.
Management's Annual Report on Internal Control Over Financial Reporting

Management of Steven Madden, Ltd. is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act).

Our internal control over financial reporting is a process designed by, or under the supervision of, our principal executive officer and principal financial officer, and effected by the Board of Directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America ("GAAP"). Our internal control over financial reporting includes those policies and procedures that (1) pertain to maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of our assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that our receipts and expenditures are being made only in accordance with authorizations of our management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of our assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect all misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

With the participation of the Chief Executive Officer and the Chief Financial Officer, our management conducted an evaluation of the effectiveness, as of the end of our fiscal year ended December 31, 2020,2023, of our internal control over financial reporting based on the framework and criteria established in the 2013 Internal Control-Integrated Framework, issued by the
36


Committee of Sponsoring Organizations of the Treadway Commission.Commission (COSO). Based on this evaluation our management has concluded that, as of December 31, 2020,2023, our internal control over financial reporting was effective.

In accordance with SEC guidance, our management's assessment of the effectiveness of internal control over financial reporting did not include the internal controls of Almost Famous, which we acquired in October 2023 and is included in the December 31, 2023 consolidated financial statements. The acquired business constituted 8.8% of consolidated total assets as of December 31, 2023 and 1.9% of consolidated total revenue for the year ended December 31, 2023.
Our independent registered public accounting firm, Ernst & Young LLP, has audited our consolidated financial statements and the effectiveness of our internal control over financial reporting as of December 31, 2020.2023. Their attestation report appears in this Annual Report on Form 10-K.
Changes in Internal Control Over Financial Reporting

There was no change in our internal control over financial reporting, as identified in connection with the evaluation required by paragraph (d) of Rule 13a-15 of the Exchange Act, that occurred during the fiscal quarter ended December 31, 2020,2023, which has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

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ITEM 9B. OTHER INFORMATION

(a)
On February 25, 2021, we issued a press release reporting27, 2024, based on the recommendation of the Compensation Committee, and Board approval, the Company entered into an employment agreement with Edward R. Rosenfeld, our financial resultsChief Executive Officer and the Chairman of our Board of Directors, pursuant to which Mr. Rosenfeld will continue to serve in such positions (the “Rosenfeld Employment Agreement”). The Rosenfeld Employment Agreement, the full text of which is filed as Exhibit 10.20 hereto, supersedes and replaces Mr. Rosenfeld’s prior employment agreement with us.
The term of the Rosenfeld Employment Agreement (the “Term”) commences on March 1, 2024 and will expire on February 28, 2029, unless sooner terminated in accordance with its terms.
Pursuant to the Rosenfeld Employment Agreement, Mr. Rosenfeld will receive an annual base salary of: $1,172 for the fiscal quarterperiod from March 1, 2024 through February 28, 2025, and fiscalas of March 1, 2025 and as of each March 1 thereafter during the Term, the Board of Directors or a committee thereof will review the annual base salary for potential increase (but not decrease). Mr. Rosenfeld will also receive a monthly automobile allowance of $2.
In addition, pursuant to the Rosenfeld Employment Agreement, on March 15, 2024, Mr. Rosenfeld will receive a grant under the Steven Madden, Ltd. 2019 Incentive Compensation Plan (the “2019 Plan”) of restricted shares of the Company’s common stock with a value of $3,400 (the “2024 Award”). The 2024 Award will vest in five equal annual installments commencing on February 28, 2025, being fully vested on February 28, 2029. The Rosenfeld Employment Agreement further provides that, on March 15, 2025 and on each March 15 thereafter through the remainder of the Term, Mr. Rosenfeld will be eligible to receive an additional grant of time-vesting restricted stock shares or restricted stock units in an amount to be determined by the Board of Directors or a committee of the Board of Directors, and such grants will be made under the 2019 Plan (contingent on sufficient shares being available for issuance under the 2019 Plan at such time), will have terms and conditions determined by the Board of Directors or a committee of the Board of Directors, and will be subject to an award agreement under the 2019 Plan.
In addition, under the terms of the Rosenfeld Employment Agreement, Mr. Rosenfeld will be eligible to receive an annual grant of performance shares in a target amount equal to $3,600 (the “Target Shares”) that will be eligible to be earned over a three-year performance period based on the Company’s average annual return on capital over such performance period compared to the average annual return on capital of a predetermined peer group, with such peer group having been approved by the Board of Directors or a committee of the Board of Directors. The performance period for each grant will begin on January 1 of the year in which the grant occurs and will end on December 31 of the second full calendar year following the year in which such grant occurs. The number of performance shares earned will be determined based on the following payout scale (with linear interpolation between performance levels):
Payout LevelCompany’s Percentile Relative to Peer Group% of Target Shares Earned
Maximum
75th or higher
185%
Target
50th
100%
Threshold
25th
50%
Below Threshold
Below 25th
0%
Each of the performance share grants will be subject to approval by the Board of Directors or a committee of the Board of Directors, will be made under the 2019 Plan (contingent on sufficient shares being available in the 2019 Plan reserve) and will be subject to the terms and conditions of a performance share award agreement.
The Rosenfeld Employment Agreement permits the Company to terminate Mr. Rosenfeld’s employment at any time with or without Cause (as defined under the Rosenfeld Employment Agreement), and Mr. Rosenfeld to resign from his employment at any time, with or without Good Reason (also as defined under the Rosenfeld Employment Agreement). In the event that Mr. Rosenfeld’s employment should be terminated by the Company for Cause or by Mr. Rosenfeld’s resignation without Good Reason, Mr. Rosenfeld would be entitled to receive only his accrued and unpaid salary through the date of termination and, in the case of a resignation without Good Reason, the performance shares earned during the prior performance period but not yet paid as of the date of termination.
In the event that Mr. Rosenfeld’s employment should be terminated by the Company without Cause or by Mr. Rosenfeld’s resignation for Good Reason, Mr. Rosenfeld would be entitled to receive, subject to the execution and non-revocation of a general release of claims by Mr. Rosenfeld, (i) payment of his annual base salary, payable at regular payroll intervals, from the date of termination of employment through the earlier of (a) the date that is twelve months after the date of termination or (b) the remainder of the Term, (ii) if such termination occurs prior to March 15, any accrued and unpaid bonus
35


amounts relating to the prior period, and (iii) a pro rata portion of performance shares earned based on the achievement of the performance goals during the performance period, as well as any performance shares earned during the prior performance period and not yet paid.
If Mr. Rosenfeld’s employment should be terminated by the Company without Cause or by Mr. Rosenfeld’s resignation for Good Reason during the period commencing 90 days prior to a Change of Control (as defined in the Rosenfeld Employment Agreement) and ending 180 days after a Change of Control, Mr. Rosenfeld would be entitled to receive a cash payment in an amount equal to 2.5 times the sum of (i) the annual base salary to which Mr. Rosenfeld was entitled as of the date of such termination plus (ii) the average annual bonus received by him during the preceding three-year period ending on the last previous December 31st.
The Rosenfeld Employment Agreement also contains customary restrictive covenants and other customary provisions. The foregoing description of the Rosenfeld Employment Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Rosenfeld Employment Agreement filed as Exhibit 10.20 hereto, which is incorporated herein by reference.
(b) During the three months ended December 31, 2020.2023, none of our directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, modified, or terminated any contract, instruction, or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) of the Exchange Act or any non-Rule 10b5-1 trading arrangement (as defined in the Securities and Exchange Commission’s rules).

ITEM 9C. DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
Not applicable.
PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
The information required to be furnished pursuant to this Item will be set forth in our proxy statement for the 20212024 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION
The information required to be furnished pursuant to this Item will be set forth in our proxy statement for the 20212024 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
The information required to be furnished pursuant to this Item will be set forth in our proxy statement for the 20212024 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
The information required to be furnished pursuant to this Item will be set forth in our proxy statement for the 20212024 Annual Meeting of Stockholders and is incorporated herein by reference.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES
The information required to be furnished pursuant to this Item will be set forth in our proxy statement for the 20212024 Annual Meeting of Stockholders and is incorporated herein by reference.

PART IV

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits.
See the exhibit indexExhibit Index included herein.

(b) Financial Statements and Financial Statements Schedules
See Index to Consolidated Financial Statements included herein.


3736


Exhibit Index




37





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101The following materials from Steven Madden, Ltd.'s Annual Report on Form 10-K for the fiscal year ended December 31, 2020,2023, formatted in iXBRL (Inline Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of (Loss)/Income, (iii) the Consolidated Statements of Comprehensive (Loss)/Income, (iv) the Consolidated Statements of Changes in Stockholders' Equity, (v) the Consolidated Statements of Cash Flows, and (vi) Notes to Consolidated Financial Statements, and (vii) information set forth under paragraph (b) in Part II, Item 9B, tagged as blocks of text.*
104Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). with applicable taxonomy extension information contained in Exhibit 101.*

†     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.
ITEM 16. FORM 10-K SUMMARY
None.

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

DATE: March 16, 2021

4, 2024
STEVEN MADDEN, LTD.
 
/s/ EDWARD R. ROSENFELD
Edward R. Rosenfeld
Chairman and Chief Executive Officer
 
/s/ ZINE MAZOUZI
Zine Mazouzi
Chief Financial Officer
4140



POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each of the undersigned constitutes and appoints Edward R. Rosenfeld and Zine Mazouzi, and each of them, as attorneys-in-fact and agents, with full power of substitution and re-substitution, for and in the name, place and stead of the undersigned, in any and all capacities, to sign any and all amendments to this Annual Report on Form 10-K, and to file the same, with all exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as the undersigned might or could do in person, hereby ratifying and confirming all that each of said attorney-in-fact or substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant in the capacities and on the dates indicated.


SignatureTitleDate
/S/s/ EDWARD R. ROSENFELDChairman, Chief Executive Officer and DirectorMarch 16, 20214, 2024
Edward R. Rosenfeld
/s/ ZINE MAZOUZIChief Financial OfficerMarch 16, 20214, 2024
Zine Mazouzi
/S/s/ AMELIA NEWTON VARELAPresident and DirectorMarch 16, 20214, 2024
Amelia Newton Varela
/S/s/ PETER MIGLIORINIDAVISDirectorMarch 16, 20214, 2024
Peter MiglioriniDavis
/S/ RAVI SACHDEVs/ AL FERRARADirectorMarch 16, 20214, 2024
Ravi SachdevAl Ferrara
/S/ THOMAS H. SCHWARTZDirectorMarch 16, 2021
Thomas H. Schwartz
/S/s/ ROSE LYNCHDirectorMarch 16, 20214, 2024
Rose Lynch
/S/ ROBERT SMITHDirectorMarch 16, 2021
Robert Smith
/S/s/ MITCHELL S. KLIPPERDirectorMarch 16, 20214, 2024
Mitchell S. Klipper
/S/ AL FERRARADirectorMarch 16, 2021
Al Ferrara
/S/s/ MARÍA TERESA KUMARDirectorMarch 16, 20214, 2024
María Teresa Kumar
/s/ PETER MIGLIORINIDirectorMarch 4, 2024
Peter Migliorini
/s/ RAVI SACHDEVDirectorMarch 4, 2024
Ravi Sachdev
/s/ ARIAN SIMONE REEDDirectorMarch 4, 2024
Arian Simone Reed
/s/ ROBERT SMITHDirectorMarch 4, 2024
Robert Smith

4241


 
INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
 
 
  
  
  
  




Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Steven Madden, Ltd.

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheetsheets of Steven Madden, Ltd. and subsidiaries(the (the Company) as of December 31, 2020,2023 and 2022, the related consolidated statements of income, comprehensive income, changes in stockholders'stockholders’ equity and cash flows for each of the yearthree years in the period ended December 31, 2020,2023, and the related notes (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2020,2023 and 2022, and the results of its operations and its cash flows for each of the yearthree years in the period ended December 31, 2020,2023, in conformity with U.S. generally accepted accounting principles.

We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company'sCompany’s internal control over financial reporting as of December 31, 2020,2023, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) and our report dated March 16, 20214, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

These financial statements are the responsibility of the Company'sCompany’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical
Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the financial statements that were communicated or required to be communicated to the audit committee and that: (1) relaterelates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.




















F-1


Impairment of Long-Lived Assets at Retail StoresMarkdown Allowances
Description of the MatterAs discussed in Notes H and N to the consolidated financial statements, the Company evaluates its long-lived assets, including property and equipment and operating lease right-of-use assets at retail stores, for impairment whenever events or changes in circumstances indicate that the carrying amounts of such assets may not be recoverable. In determining whether an impairment indicator exists, the Company considers store operating performance criteria and qualitative measures at the lowest level for which identifiable cash flows are largely independent of cash flows for other assets and liabilities, which is at the store level. During the year ended December 31, 2020, the Company recognized impairment charges of $14.7 million and $22.2 million related to property and equipment and operating lease right-of-use assets, respectively, at certain of its retail stores.

Auditing the Company’s impairment assessment of retail store long-lived assets was complex and highly judgmental due to the significant estimation required in determining the future cash flows used to assess recoverability of each retail store long-lived asset group (undiscounted) and determining the fair value (discounted). The significant assumptions used include estimated future cash flows directly related to the future operation of the stores and the discount rate used to determine fair value. Significant assumptions used in determining the fair value of certain operating lease right-of-use assets include the current market rent and discount rate for the remaining lease term of the related stores. These assumptions are subjective in nature and are affected by expectations about future market or economic conditions (including the effects of the global pandemic).
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the retail store long-lived assets impairment process, including, determining the undiscounted future cash flows of the stores and the fair value of the long-lived assets for the stores that were deemed to be impaired. We also tested controls over management’s review of the significant assumptions described above. Our testing of the Company’s impairment measurement included, among other procedures, evaluating the significant assumptions and operating data used to calculate the estimated future cash flows and to determine the fair value of the store long lived assets. For a sample of retail stores, we tested the completeness and accuracy of the data used by the Company in its analyses and we compared the significant assumptions used to determine the forecasted cash flows to historical results of the retail stores, current industry and economic trends and inquired of the Company’s executives to understand the business initiatives supporting the assumptions in the future cash flows. We involved our internal valuation specialists to assist in evaluating the fair value of certain operating lease right-of-use assets, which included assessing the estimated market rental rates of these leases by comparing them to rental rates for comparable leases and evaluating the applied discount rate.
F-2


Markdown Allowances
Description of the MatterAs described in Note CB to the consolidated financial statements, revenue recognized by the Company is measured as the amount of consideration the Company expects to receive in exchange for transferring goods, which includes estimates for variable consideration. Variable consideration includes markdown allowances which are recorded as a reduction of revenue in the period in which revenue is recognized. Estimating the amount of markdown allowances to be recorded requires management to review several performance indicators, including retailers’ inventory levels, sell-through rates and gross margin levels.


Auditing management's estimate of markdown allowances reserves was complex and judgmental as reserve amounts are sensitive to changes in market or economic conditions, (including the effects of the global pandemic), and have a direct, material impact on the amount of revenue recognized by the Company. There is also significant estimation required to establish markdown reserve rates by brand and customer, which are based on the Company's review of periodic negotiations with each customer and the expected performance of the products in the customers' stores.
How We Addressed the Matter in Our Audit
We obtained an understanding, evaluated the design and tested the operating effectiveness of internal controls over the Company'sCompany’s process to calculate the markdown allowances, including the consideration of historical experience, actual and forecasted results, and current economic and market conditions (including the effects of the global pandemic).conditions.


To test the estimate of markdown allowances, we performed audit procedures that included, among others, assessing methodologies and testing the assumptions regarding periodic negotiations with each customer, which include the application of market and economic conditions to individual customers and the expected performance of the products in the customers' stores, that were used by the Company to calculate the projected markdown allowances to be issued upon settlement. We compared the significant assumptions used by management to current market and economic trends, historical results and other relevant factors. We also examined the historical accuracy of management's estimates and performed sensitivity analyses of significant assumptions to substantively test the changes in the estimate that would result from reasonable changes in the assumptions.
Valuation of intangible assets acquired in the Almost Famous acquisition and the related contingent payment liability
Description of the MatterAs described in Note D to the consolidated financial statements, the Company acquired substantially all of the assets and certain liabilities of Turn On Products Inc. d/b/a Almost Famous on October 20, 2023 for a total purchase price of $86.5 million, which included the estimated fair value of $13.3 million for a future payment contingent on the business achieving certain EBIT targets (“contingent payment liability”). The Company accounted for the business combination by allocating the total cost of the acquisition to tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition. The assets acquired included customer relationships intangible assets that were valued at $23.9 million.

F-2


Auditing the Company's accounting for its acquisition of Almost Famous was complex due to the significant estimation uncertainty in determining the fair value of the customer relationships intangible assets acquired and the fair value of the contingent payment liability. The significant assumptions used to estimate the value of the customer relationships intangible assets included forecasted revenue, EBITDA margin, customer attrition rate, and discount rates. The significant assumptions used to estimate the value of the contingent payment liability included projected EBIT over the earn-out period and the discount rate. The significant assumptions are forward-looking and could be affected by future economic and market conditions.
How We Addressed the Matter in Our AuditWe obtained an understanding, evaluated the design and tested the operating effectiveness internal controls over the accounting for the acquisition of Almost Famous. For example, we tested controls over the Company’s process to measure the acquired customer relationships intangible assets and contingent payment liability, as well as controls over management’s review of the significant assumptions described above.

To test the estimated fair value of the acquired customer relationships intangible assets and contingent payment liability, our audit procedures included, among others, evaluating the valuation methodologies used, evaluating the significant assumptions described above and testing the completeness and accuracy of the underlying data used by the Company in its analyses. For example, we evaluated the Company’s forecasted revenue and EBITDA margin used to value the customer relationships intangible assets and forecasted EBIT used to value the contingent payment liability by considering historical results of the acquired business and current industry and economic trends. In addition, we involved our internal valuation specialists to assist in testing methodologies and certain significant assumptions including the attrition rates and discount rates used to value the customer relationships intangible assets and the discount rate used to value the contingent payment liability. We also performed a sensitivity analysis on certain of the significant assumptions to evaluate the change in the fair value estimates that would result from changes in assumptions.

/s/ Ernst & Young LLP

We have served as the Company'sCompany’s auditor since 2020.

New York, New York
March 16, 2021









4, 2024


F-3







Report of Independent Registered Public Accounting Firm

To the Stockholders and the Board of Directors of Steven Madden, Ltd.

Opinion on Internal Control Over Financial Reporting

We have audited Steven Madden, Ltd. and subsidiaries’ internal control over financial reporting as of December 31, 2020,2023, based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria). In our opinion, Steven Madden, Ltd. and subsidiaries (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2020,2023, based on the COSO criteria.

As indicated in the accompanying Management's Annual Report on Internal Control Over Financial Reporting, management’s assessment of and conclusion on the effectiveness of internal control over financial reporting did not include the internal controls of Almost Famous, which is included in the 2023 consolidated financial statements of the Company and constituted 8.8% of consolidated total assets as of December 31, 2023 and 1.9% of consolidated total revenue for the year then ended. Our audit of internal control over financial reporting of the Company also did not include an evaluation of the internal control over financial reporting of Almost Famous.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheetsheets of the Company as of December 31, 2020,2023 and 2022, the related consolidated statements of income, comprehensive income, changes in stockholders'stockholders’ equity and cash flows for each of the yearthree years in the period ended December 31, 2020,2023, and the related notes and our report dated March 16, 20214, 2024 expressed an unqualified opinion thereon.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management'sManagement’s Annual Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.

Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control Over Financial Reporting
A company’s internal control over financial reporting is a process designed 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. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

/s/ Ernst & Young LLP
New York, New York
March 16, 2021



4, 2024

F-4



STEVEN MADDEN, LTD. AND SUBSIDIARIES
Consolidated Balance Sheets
As of December 31,
(in thousands)20232022
ASSETS  
Current assets:  
Cash and cash equivalents$204,640 $274,713 
Short-term investments15,173 15,085 
Accounts receivable, net of allowances of $4,828 and $7,72140,246 37,937 
Factor accounts receivable320,723 248,228 
Inventories228,990 228,752 
Prepaid expenses and other current assets29,009 22,989 
Income tax receivable and prepaid income taxes16,051 15,853 
Total current assets854,832 843,557 
Note receivable - related party 401 
Property and equipment, net47,199 40,664 
Operating lease right-of-use asset122,783 90,264 
Deferred tax assets609 1,755 
Deposits and other16,250 12,070 
Goodwill180,003 168,085 
Intangibles, net126,267 101,192 
Total Assets$1,347,943 $1,257,988 
LIABILITIES  
Current liabilities:  
Accounts payable$161,140 $130,542 
Accrued expenses154,751 138,523 
Operating leases - current portion40,342 29,499 
Income taxes payable5,998 9,403 
Contingent payment liability - current portion3,325 1,153 
Accrued incentive compensation12,068 11,788 
Total current liabilities377,624 320,908 
Contingent payment liability - long-term portion9,975 — 
Operating leases - long-term portion98,536 79,128 
Deferred tax liabilities8,606 3,923 
Other liabilities5,170 10,166 
Total Liabilities499,911 414,125 
Commitments, contingencies and other (Note O)
STOCKHOLDERS’ EQUITY  
Preferred stock – $0.0001 par value, 5,000 shares authorized; none issued; Series A Junior Participating preferred stock – $0.0001 par value, 60 shares authorized; none issued— — 
Common stock – $0.0001 par value, 245,000 shares authorized, 136,471 and 134,456 shares issued, 73,681 and 76,796 shares outstanding7 
Additional paid-in capital586,155 520,441 
Retained earnings1,679,500 1,571,123 
Accumulated other comprehensive loss(29,046)(35,709)
Treasury stock – 62,790 and 57,660 shares at cost(1,407,018)(1,224,310)
Total Steven Madden, Ltd. stockholders’ equity829,598 831,553 
Noncontrolling interest18,434 12,310 
Total stockholders’ equity848,032 843,863 
Total Liabilities and Stockholders’ Equity$1,347,943 $1,257,988 
See accompanying notes to consolidated financial statements
F-4




STEVEN MADDEN, LTD. AND SUBSIDIARIES

Consolidated Statements of Income
Years Ended December 31,
(in thousands except share data)202320222021
Net sales$1,971,474 $2,111,296 $1,853,902 
Commission and licensing fee income10,108 10,713 12,240 
Total revenue1,981,582 2,122,009 1,866,142 
Cost of sales (exclusive of depreciation and amortization)1,149,168 1,248,173 1,098,645 
Gross profit832,414 873,836 767,497 
Operating expenses612,672 592,192 519,848 
Impairment of intangibles6,520 — 2,620 
Impairment of lease right-of-use assets and fixed assets — 1,432 
Income from operations213,222 281,644 243,597 
Interest and other income/(expense) - net7,392 676 (1,529)
Income before provision for income taxes220,614 282,320 242,068 
Provision for income taxes46,639 65,103 49,609 
Net income173,975 217,217 192,459 
Less: net income attributable to noncontrolling interest2,421 1,156 1,781 
Net income attributable to Steven Madden, Ltd.$171,554 $216,061 $190,678 
Basic net income per share$2.34 $2.84 $2.43 
Diluted net income per share$2.30 $2.77 $2.34 
Basic weighted average common shares outstanding73,337 76,021 78,442 
Effect of dilutive securities – options/restricted stock1,228 2,048 3,186 
Diluted weighted average common shares outstanding74,565 78,069 81,628 
Cash dividends declared per common share$0.84 $0.84 $0.60 
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the Board of Directors and Stockholders of
Steven Madden Ltd.


Opinion on the Financial Statements

We have audited theSee accompanying consolidated balance sheet of Steven Madden Ltd. and Subsidiaries (the “Company”) as of December 31, 2019, and the related consolidated statements of income, comprehensive income, changesnotes to stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, 2019, and the consolidated results of their operations and their cash flows for each of the years in the two-year period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America.

Adoption of New Accounting Standard

As discussed in Note N to the consolidated financial statements the Company changed its method for accounting for leases in 2019.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.


/s/ EisnerAmper LLP

We have served as the Company’s auditor from 1995 through 2020.
Iselin, New Jersey
March 2, 2020

F-5


STEVEN MADDEN, LTD. AND SUBSIDIARIES
Consolidated Balance SheetsStatements of Comprehensive Income
(in thousands)
December 31,
 20202019
ASSETS  
Current assets:  
Cash and cash equivalents$247,864 $264,101 
Short-term investments39,302 40,521 
Accounts receivable, net of allowances of $8,943 and $11,06625,044 38,166 
Factor accounts receivable252,671 216,471 
Inventories101,420 136,896 
Prepaid expenses and other current assets17,415 22,066 
Income tax receivable and prepaid income taxes14,525 658 
Total current assets698,241 718,879 
Note receivable – related party1,180 1,558 
Property and equipment, net43,268 65,504 
Operating lease right-of-use asset101,379 155,700 
Deferred tax assets5,415 
Deposits and other4,822 2,948 
Goodwill – net168,265 171,349 
Intangibles – net115,191 162,709 
Total Assets$1,137,761 $1,278,647 
LIABILITIES  
Current liabilities:  
Accounts payable$73,904 $61,706 
Accrued expenses118,083 169,895 
Operating leases - current portion34,257 38,624 
Income taxes payable5,799 
Accrued incentive compensation3,873 11,046 
Total current liabilities235,916 281,271 
Contingent payment liability207 9,124 
Operating leases - long-term portion98,592 133,172 
Deferred tax liabilities2,562 5,877 
Other liabilities10,115 7,979 
Total Liabilities347,392 437,423 
Commitments, contingencies and other (Note P)00
STOCKHOLDERS’ EQUITY  
Preferred stock – $0.0001 par value, 5,000 shares authorized; none issued; Series A Junior Participating preferred stock – $0.0001 par value, 60 shares authorized; none issued
Common stock – $0.0001 par value, 245,000 shares authorized, 133,247 and 132,754 shares issued, 82,616 and 83,520 shares outstanding8 
Additional paid-in capital478,463 454,217 
Retained earnings1,279,550 1,310,406 
Accumulated other comprehensive loss(29,164)(30,440)
Treasury stock – 50,631 and 49,234 shares at cost(952,271)(905,688)
Total Steven Madden, Ltd. stockholders’ equity776,586 828,501 
Noncontrolling interest13,783 12,723 
Total stockholders’ equity790,369 841,224 
Total Liabilities and Stockholders’ Equity$1,137,761 $1,278,647 
Year Ended December 31, 2023
(in thousands)Pre-tax amountsTax benefitAfter-tax amounts
Net income$173,975 
Other comprehensive income:
Foreign currency translation adjustment$7,611 $ 7,611 
(Loss) on cash flow hedging derivatives(852)223 (629)
Total other comprehensive income$6,759 $223 6,982 
Comprehensive income180,957 
Less: comprehensive income attributable to noncontrolling interests2,740 
Comprehensive income attributable to Steven Madden, Ltd.$178,217 
Year Ended December 31, 2022
(in thousands)Pre-tax amountsTax benefitAfter-tax amounts
Net income$217,217 
Other comprehensive (loss):
Foreign currency translation adjustment$(6,681)$— (6,681)
(Loss) on cash flow hedging derivatives(788)239 (549)
Total other comprehensive (loss)(7,469)239 (7,230)
Comprehensive income209,987 
Less: comprehensive income attributable to noncontrolling interests91 
Comprehensive income attributable to Steven Madden, Ltd.$209,896 
Year Ended December 31, 2021
(in thousands)Pre-tax amountsTax expenseAfter-tax amounts
Net income$192,459 
Other comprehensive income:
Foreign currency translation adjustment$(991)$— (991)
Gain on cash flow hedging derivatives1,451 (375)1,076 
Total other comprehensive income460 (375)85 
Comprehensive income192,544 
Less: comprehensive income attributable to noncontrolling interests2,246 
Comprehensive income attributable to Steven Madden, Ltd.$190,298 
See accompanying notes to consolidated financial statements
F-6


STEVEN MADDEN, LTD. AND SUBSIDIARIES
Consolidated Statements of (Loss)/IncomeChanges in Stockholders' Equity
Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive (Loss)Treasury StockNon-Controlling InterestTotal Stockholders' Equity
(in thousands except share data)SharesAmountSharesAmount
Balance - December 31, 202082,616 $8 $478,463 $1,279,550 $(29,164)50,631 $(952,271)$13,783 $790,369 
Share repurchases and net settlement of restricted stock awards(2,778)— — — — 2,778 (120,381)— (120,381)
Exercise and net settlement of stock options348 — 9,732 — — 63 (2,780)— 6,952 
Issuance of restricted stock, net of forfeitures371 — — — — — — — — 
Stock-based compensation— — 22,278 — — — — — 22,278 
Foreign currency translation adjustment— — — — (1,456)— — 465 (991)
Cash flow hedge (net of tax expense of $375)— — — — 1,076 — — — 1,076 
Dividends on common stock ($0.60 per share)— — — (49,161)— — — — (49,161)
Investment of noncontrolling interest— — — — — — — (3,121)(3,121)
Acquisition adjustment of noncontrolling interest— — (14,474)— — — — (4,468)(18,942)
Net income— — — 190,678 — — — 1,781 192,459 
Balance - December 31, 202180,557 8 495,999 1,421,067 (29,544)53,472 (1,075,432)8,440 820,538 
Share repurchases and net settlement of restricted stock awards(4,188)— — — — 4,188 (148,878)— (148,878)
Exercise and net settlement of stock options24 — 602 — — — — — 602 
Issuance of restricted stock, net of forfeitures403 — — — — — — — — 
Stock-based compensation— — 24,396 — — — — — 24,396 
Foreign currency translation adjustment— — — — (5,616)— — (1,065)(6,681)
Cash flow hedge (net of tax benefit of $239)— — — — (549)— — — (549)
Dividends on common stock ($0.84 per share)— — — (66,005)— — — — (66,005)
Investment of noncontrolling interest— — — — — — — 2,500 2,500 
Distributions to noncontrolling interests, net— — — — — — — (294)(294)
Sale of minority ownership of joint venture— — (556)— — — — 1,573 1,017 
Net income— — — 216,061 — — — 1,156 217,217 
Balance - December 31, 202276,796 8 520,441 1,571,123 (35,709)57,660 (1,224,310)12,310 843,863 
Share repurchases and net settlement of restricted stock awards(3,730)(1)— — — 3,730 (133,627)— (133,628)
Exercise and net settlement of stock options254 — 41,566 — — 1,400 (49,081)— (7,515)
Issuance of restricted stock, net of forfeitures361 — — — — — — — — 
Stock-based compensation— — 24,148 — — — — — 24,148 
Foreign currency translation adjustment— — — — 7,292 — — 319 7,611 
Cash flow hedge (net of tax benefit of $223)— — — — (629)— — — (629)
Dividends on common stock ($0.84 per share)— — — (63,177)— — — — (63,177)
Investment of noncontrolling interest— — — — — — 4,486 4,486 
Distributions to noncontrolling interests— — — — — — — (1,102)(1,102)
Net income— — — 171,554 — — — 2,421 173,975 
Balance - December 31, 202373,681 $7 $586,155 $1,679,500 $(29,046)62,790 $(1,407,018)$18,434 $848,032 
(in thousands, except per share data)
Years Ended December 31,
 202020192018
Net sales$1,188,943 $1,768,135 $1,653,609 
Commission and licensing fee income12,871 19,022 24,125 
Total revenue1,201,814 1,787,157 1,677,734 
Cost of sales (exclusive of depreciation and amortization)737,273 1,101,140 1,037,571 
Gross profit464,541 686,017 640,163 
Operating expenses414,978 503,270 466,781 
Impairment of intangibles44,273 4,050 
Impairment of lease right-of-use assets and store fixed assets36,895 1,883 — 
(Loss)/income from operations(31,605)176,814 173,382 
Interest and other income - net1,620 4,412 3,958 
(Loss)/income before provision for income taxes(29,985)181,226 177,340 
(Benefit)/provision for income taxes (Note O)(11,704)39,504 46,841 
Net (loss)/income(18,281)141,722 130,499 
Less: net income attributable to noncontrolling interest116 411 1,363 
Net (loss)/income attributable to Steven Madden, Ltd.$(18,397)$141,311 $129,136 
Basic net (loss)/income per share$(0.23)$1.78 $1.58 
Diluted net (loss)/income per share$(0.23)$1.69 $1.50 
Basic weighted average common shares outstanding78,635 79,577 81,664 
Effect of dilutive securities – options/restricted stock0 4,069 4,433 
Diluted weighted average common shares outstanding78,635 83,646 86,097 
Cash dividends declared per common share$0.15 $0.57 $0.53 
See accompanying notes to consolidated financial statements
F-7


STEVEN MADDEN, LTD. AND SUBSIDIARIES
Consolidated Statements of Comprehensive (Loss)/Income
(in thousands)
2020
 Pre-tax amountsTax benefitAfter-tax amounts
Net (loss)$(18,281)
Other comprehensive income:
Foreign currency translation adjustment$2,551 $0 2,551 
(Loss) on cash flow hedging derivatives(526)134 (392)
Total other comprehensive income$2,025 $134 2,159 
Comprehensive (loss)(16,122)
Less: comprehensive income attributable to noncontrolling interests999 
Comprehensive (loss) attributable to Steven Madden, Ltd.$(17,121)
2019
Pre-tax amountsTax benefit/(expense)After-tax amounts
Net income$141,722 
Other comprehensive income:
Foreign currency translation adjustment$2,885 $2,885 
(Loss) on cash flow hedging derivatives(1,387)333 (1,054)
Unrealized gain on marketable securities116 (28)88 
Total other comprehensive income$1,614 $305 1,919 
Comprehensive income143,641 
Less: comprehensive income attributable to noncontrolling interests142 
Comprehensive income attributable to Steven Madden, Ltd.$143,499 
2018
Pre-tax amountsTax (expense)After-tax amounts
Net income$130,499 
Other comprehensive (loss):
Foreign currency translation adjustment$(7,983)$(7,983)
Gain on cash flow hedging derivatives1,150 (276)874 
Unrealized gain on marketable securities124 (30)94 
Total other comprehensive (loss)$(6,709)$(306)(7,015)
Comprehensive income123,484 
Less: comprehensive income attributable to noncontrolling interests1,363 
Comprehensive income attributable to Steven Madden, Ltd.$122,121 

See accompanying notes to consolidated financial statements 
F-8


STEVEN MADDEN, LTD. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders' Equity
(in thousands)
Common StockAdditional Paid-in CapitalRetained EarningsAccumulated Other Comprehensive (Loss)Treasury StockNon-Controlling InterestTotal Stockholders' Equity
SharesAmountSharesAmount
Balance - December 31, 201788,047 $6 $390,723 $1,135,701 $(25,613)42,913 $(697,996)$6,111 $808,932 
Share repurchases(3,363)— — — — 3,363 (105,924)— (105,924)
Exercise of stock options593 — 13,036 — — — — — 13,036 
Issuance of restricted stock, net of forfeitures438 — — — — — — — — 
Stock-based compensation— — 21,076 — — — — — 21,076 
Foreign currency translation adjustment— — — — (7,983)— — — (7,983)
Unrealized gain on marketable securities (net of tax expense of $30)— — — — 94 — — — 94 
Cash flow hedge (net of tax expense of $276)— — — — 874 — — — 874 
Dividends on common stock ($0.53 per share)— — — (47,316)— — — — (47,316)
Distributions to noncontrolling interests, net— — — — — — — (1,183)(1,183)
Investment of noncontrolling interest— — — — — — — 2,577 2,577 
Net income— — — 129,136 — — — 1,363 130,499 
Balance - December 31, 201885,715 6 424,835 1,217,521 (32,628)46,276 (803,920)8,868 814,682 
Share repurchases(2,958)— — — — 2,958 (101,768)— (101,768)
Exercise of stock options273 — 6,212 — — — — — 6,212 
Issuance of restricted stock, net of forfeitures490 — — — — — — — — 
Stock-based compensation— — 23,170 — — — — — 23,170 
Foreign currency translation adjustment— — — — 3,154 — — (269)2,885 
Unrealized gain on marketable securities (net of tax expense of $28)— — — — 88 — — — 88 
Cash flow hedge (net of tax benefit of $333)— — — — (1,054)— — — (1,054)
Dividends on common stock ($0.57 per share)— — — (48,426)— — — — (48,426)
Distributions to noncontrolling interests, net— — — — — — — (1,444)(1,444)
Investment of noncontrolling interest— — — — — — — 3,248 3,248 
Acquisition of noncontrolling interest— — — — — — — 1,909 1,909 
Net income— — — 141,311 — — — 411 141,722 
Balance - December 31, 201983,520 6 454,217 1,310,406 (30,440)49,234 (905,688)12,723 841,224 
Share repurchases(1,397)— — — — 1,397 (46,583)— (46,583)
Exercise of stock options80 1,607 — — — — — 1,609 
Issuance of restricted stock, net of forfeitures413 — — — — — — — — 
Stock-based compensation— — 22,639 — — — — — 22,639 
Foreign currency translation adjustment— — — — 1,668 — — 883 2,551 
Cash flow hedge (net of tax benefit of $134)— — — — (392)— — — (392)
Dividends on common stock ($0.15 per share)— — — (12,459)— — — — (12,459)
Investment of noncontrolling interest— — — — — — — 359 359 
Acquisition adjustment of noncontrolling interest— — — — — — — (298)(298)
Net (loss)/income— — — (18,397)— — — 116 (18,281)
Balance - December 31, 202082,616 $8 $478,463 $1,279,550 $(29,164)50,631 $(952,271)$13,783 $790,369 

See accompanying notes to consolidated financial statements
F-9


STEVEN MADDEN, LTD. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(in thousands)
Years Ended December 31,
 202020192018
Cash flows from operating activities:  
Net (loss)/income$(18,281)$141,722 $130,499 
Adjustments to reconcile net (loss)/income to net cash provided by operating activities
Stock-based compensation22,639 23,170 21,076 
Depreciation and amortization17,360 21,337 22,482 
Loss on disposal of fixed assets561 920 1,220 
Impairment of intangibles44,273 4,050 
Impairment of lease right-of-use asset and store fixed assets36,895 1,883 
Deferred taxes(8,353)5,144 (2,512)
Accrued interest on note receivable – related party(31)(40)(47)
Note receivable - related party409 409 409 
Deferred rent (benefit)0 (247)
Realized loss on sale of marketable securities0 189 
Change in valuation of contingent liability(8,917)— 
Net benefit in connection with the reversal of a contingent liability partially offset by the acceleration of amortization related to the termination of the Kate Spade license agreement0 (1,868)
Recovery, net of provisions for bad debt expense, related to the Payless ShoeSource bankruptcy0 8,687 12,123 
Changes, net of acquisitions, in:
Accounts receivable13,122 (17,837)4,966 
Factor accounts receivable(36,200)24,924 (39,959)
Inventories35,476 8,436 (26,923)
Prepaid expenses, prepaid taxes, deposits and other(10,129)9,466 14,633 
Accounts payable and accrued expenses(34,207)11,036 21,249 
Accrued incentive compensation(7,061)(249)828 
Leases and other liabilities(3,350)(7,415)(5,610)
Net cash provided by operating activities44,206 233,780 154,376 
Cash flows from investing activities:
Capital expenditures(6,562)(18,311)(12,450)
Purchases of short-term investments(73,792)(67,935)(77,262)
Maturity/sale of marketable securities and short-term investments75,470 95,671 100,777 
Acquisitions, net of cash acquired0 (37,173)
Net cash (used in)/provided by investing activities(4,884)(27,748)11,065 
Cash flows from financing activities:
Proceeds from exercise of stock options1,609 6,212 13,036 
Investment of noncontrolling interest359 3,248 2,577 
Distribution of noncontrolling interest earnings0 (1,444)(1,183)
Payment of contingent liability0 (7,000)
Common stock purchased for treasury(46,583)(101,768)(105,924)
Cash dividends paid on common stock(12,459)(48,426)(47,316)
Advances from factor176,784 
Repayments of advances from factor(176,784)
Net cash (used in) financing activities(57,074)(142,178)(145,810)
Effect of exchange rate changes on cash and cash equivalents1,515 216 (814)
Net (decrease)/increase in cash and cash equivalents(16,237)64,070 18,817 
Cash and cash equivalents – beginning of year264,101 200,031 181,214 
Cash and cash equivalents – end of year$247,864 $264,101 $200,031 
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest$354 $25 $36 
Income taxes$5,147 $29,552 $37,105 
Years Ended December 31,
(in thousands)202320222021
Cash flows from operating activities:  
Net income$173,975 $217,217 $192,459 
Adjustments to reconcile net income to net cash provided by operating activities
Stock-based compensation24,148 24,396 22,278 
Depreciation and amortization15,501 20,576 15,208 
Loss on disposal of fixed assets204 11 526 
Impairment of intangibles6,520 — 2,620 
Impairment of lease right-of-use asset and fixed assets — 1,432 
Deferred taxes6,105 3,601 1,280 
Accrued interest on note receivable – related party(8)(16)(23)
Note receivable - related party409 409 409 
Change in valuation of contingent liability (5,807)11,862 
Gain on sale of trademark — (8,000)
Other operating activities(23)(2,716)— 
Recovery of receivables, related to the Payless ShoeSource bankruptcy — (919)
Changes, net of acquisitions, in:
Accounts receivable(1,308)(9,683)(583)
Factor accounts receivable(18,647)116,141 (112,311)
Inventories25,303 29,071 (153,793)
Prepaid expenses, income tax receivables, prepaid taxes, and other assets(1,060)(4,205)(1,899)
Accounts payable and accrued expenses7,052 (108,788)185,741 
Accrued incentive compensation280 (3,083)10,998 
Leases and other liabilities(8,061)(8,902)(7,822)
Payment of contingent consideration(1,153)(339) 
Net cash provided by operating activities229,237 267,883 159,463 
Cash flows from investing activities:
Capital expenditures(19,470)(16,351)(6,608)
Purchases of short-term investments(25,688)(45,130)(68,471)
Maturity/sale of short-term investments25,872 73,998 63,867 
Acquisition of Almost Famous(75,271)— — 
Purchase/sale of a trademark (2,000)8,000 
Other investing activities(5,335)(5,000)— 
Net cash (used in)/provided by investing activities(99,892)5,517 (3,212)
Cash flows from financing activities:
Proceeds from exercise of stock options1,205 602 9,732 
Investment of noncontrolling interest4,486 2,500 — 
Acquisition of incremental ownership of joint ventures — (18,942)
Distributions to noncontrolling interest earnings(1,102)(294)(3,121)
Sale of minority interest of a subsidiary 1,017 — 
Common stock repurchased and net settlements of stock awards(142,348)(148,878)(123,161)
Cash dividends paid on common stock(63,177)(66,005)(49,161)
Payment of contingent consideration (4,770)— 
Net cash used in financing activities(200,936)(215,828)(184,653)
Effect of exchange rate changes on cash and cash equivalents1,518 (2,358)37 
Net (decrease)/increase in cash and cash equivalents(70,073)55,214 (28,365)
Cash and cash equivalents – beginning of year274,713 219,499 247,864 
Cash and cash equivalents – end of year$204,640 $274,713 $219,499 
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest$ $— $— 
Income taxes$45,525 $65,395 $46,808 
See accompanying notes to consolidated financial statements. 
F-10F-8


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

All figures discussed in these notes to our consolidated financial statements are in thousands, except for store count and per share amounts.
Note A - COVID-19– Nature of Operations

In December 2019, COVID-19 emergedSteven Madden, Ltd. and spread worldwide. The World Health Organization declared COVID-19 a pandemic in March 2020, resulting in federal, stateits subsidiaries design, source, and local governmentsmarket fashion-forward branded and private entities mandatinglabel footwear, accessories, and apparel. We distribute our products in the wholesale channel through department stores, mass merchants, off-price retailers, shoe chains, online retailers, national chains, specialty retailers, independent stores, and clubs throughout the United States, Canada, Mexico, and Europe, and other international markets through our joint ventures in Israel, South Africa, China, Taiwan, Malaysia, and the Middle East along with special distribution arrangements in certain European countries, North Africa, South and Central America, Australia, and various restrictions, includingcountries in Asia. In addition, our products are distributed through our direct-to-consumer channel within the closureUnited States, Canada, Mexico, and Europe, and our joint ventures in Israel, South Africa, China, Taiwan, and the Middle East.
Our product lines include a broad range of non-essential businesses, travel restrictions, restrictionscontemporary styles designed to establish or capitalize on public gatherings, stay-at-home ordersmarket trends, complemented by core product offerings. We have established a reputation for design creativity and advisoriesour ability to offer quality, trend-right products at accessible price points, delivered in an efficient manner and quarantiningtime frame. As of people who may have been exposed to the virus. After closely monitoring and taking into consideration the guidance from federal, state and local governments, in March 2020,December 31, 2023, the Company temporarily closed all of itsoperated 255 brick-and-mortar stores and its corporate offices in the U.S. and the vast majority of its brick-and-mortar stores and offices globally. On April 1, 2020, the Company temporarily furloughed a significant number of its employees. Employees with medical benefits continued to receive those benefits at no personal cost for a duration determined by the Company. As of September 20, 2020, most of our brick-and-mortar stores and corporate offices globally were reopened at limited capacity, most employees returned from furlough and a number of safety protocols and restrictions were implemented to ensure the safety of the Company's employees and customers. The COVID-19 pandemic had and may continue to have a material impact on the Company's business, results of operations, financial position and cash flow. In response to the COVID-19 pandemic, the Company has taken precautionary measures to maintain adequate liquidity and financial flexibility by temporarily suspending share repurchases and the quarterly cash dividend; temporarily suspending salaries of the Company's founder and Creative and Design Chief, Steve Madden, the Company's Chairman and Chief Executive Officer, Edward Rosenfeld, and its Board of Directors (all of which were reinstated on October 1); temporarily reducing salaries by 30% for the Company's President, Chief Financial Officer, Chief Operating Officer and Chief Merchandising Officer (all of which were reinstated on August 1); reducing salaries by graduated amounts for all other employees earning over $100 per year (all of which were reinstated on August 1); and significantly scaling back on non-essential operating expenses, capital expenditures and planned inventory purchases. The Company also implemented a restructuring plan that resulted in the reduction of a significant number of its corporate employees. The Company experienced other adverse impacts as a result of the COVID-19 pandemic, including, but not limited to, charges from adjustments to the carrying amount of certain trademarks, long-lived asset impairment charges and restructuring and other related charges.

Included in operating expenses for the twelve months ended December 31, 2020, was a pre-tax charge recorded in the United States during the second quarter 2020 of $5,414 related to restructuring and other related items. This charge was related to the lay-off of approximately 250 employees. The pre-tax charge of $5,414 comprised $2,958 recorded in the Wholesale Footwear segment, $1,678 recorded in the Accessories/Apparel segment, $646 recorded in the Retail segment, $125 recorded in the First Cost segment and $6 recorded in the Licensing segment. In addition, during the third quarter of 2020, the Company recorded a pre-tax charge in the United States of $978 related to restructuring and other related items. This charge was primarily related to the additional reduction to the workforce. The pre-tax charge of $978 comprised of $216 recorded in the Wholesale Footwear segment, $293 recorded in the Accessories/Apparel segment, $462 recorded in the Retail segment and $7 recorded in the First Cost segment. In addition, during the fourth quarter 2020, the Company recorded a pre-tax charge in Canada of $249 related to additional reduction in the workforce. The pre-tax net charge of $249 comprised a pre-tax charge of $254 recorded in the Retail segment, a pre-tax charge of $33 recorded in the Wholesale Footwear segment and a benefit of $38 in the Wholesale Accessories/Apparel segment. During the twelve months ended December 31, 2020, the Company in aggregate recorded a pre-tax charge of $7,181 as described above, of which $490 was the remainder unpaid in accrued expenses.

five e-commerce sites.
Note B - Reclassification

Certain reclassifications were made to prior years' amounts to conform to the 2020 presentation.

Note C – Summary of Significant Accounting Policies

[1]    Organization:

Steven Madden, Ltd., a Delaware corporation, and its subsidiaries, design, source, market and sell name brand and private label women's, men's and children's shoes, worldwide through its wholesale and retail channels under the Steve Madden Women's, Steve Madden Men's, Madden, Madden Girl, Steven, Superga (under license), GREATS, Dolce Vita and Betsey Johnson brand names and through its wholesale channels under the Report, Mad Love and Blondo brand names and, under license, the Anne Klein brand name.
F-11


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)

In addition, the Company designs, sources, markets and sells name brand and private label handbags, accessories and apparel to customers worldwide through its Wholesale Accessories/Apparel segment, including the Steve Madden, Big Buddha, Betsey Johnson, Madden Girl, Cejon, Steven by Steve Madden, Luv Betsey, BB Dakota, BB Dakota x Steve Madden, Cupcakes & Cashmere (under license) and Anne Klein (under license) brands. Revenue is generated predominantly through the sale of the Company's brand name and private label merchandise and certain licensed products. At December 31, 2020 and 2019, the Company operated 218 (including 7 e-commerce websites) and 227 (including 8 e-commerce websites) retail stores, respectively. Revenue is subject to seasonal fluctuations. See Note Qfor operating segment information.

[2]    Principles of Consolidation:

The consolidated financial statements include the accounts of Steven Madden, Ltd. and its wholly-owned subsidiaries, Adesso-Madden, Inc.subsidiaries., The Asean Corporation Limited, BA Brand Holdings LLC, BA Brand Management LLC, BAI Holding, LLC, B.B. Dakota, Inc., BJ Acquisition LLC, Cejon Accessories Inc, Comercial Diecesiette S.A. de C.V., Daniel M. Friedman & Associates, Inc., Diva Acquisition Corp., Dolce Vita Footwear Inc, Dolce Vita Holdings, Inc., DV Retail Inc, GREATS Brand, Inc., Importadora Steve Madden Mexico S de RL de CV, Madden Asia Holding Limited, Madden International Limited, Maddman Productions LLC, Madlove LLC, Maximus Designer Shoes, Report Footwear Inc, Schwartz & Benjamin, Inc., SMI Holding I S.C.S., SMI Holding II S.C.S., SMI, LLC, SML Canada Acquisition Corp., SML Holdings S.a.r.l, SML Industries LLC, Steven Madden Retail, Inc., The Topline Corporation and Trendy Imports S de RL de CV (collectively the "Company"). The accounts of (i) Dexascope Proprietary Ltd., a joint venture in South Africa in which the Company is the majority owner, (ii) BA Brand Holdings LLC, a joint venture in the United States which the Company is the majority owner, (iii) SPM Shoetrade Holding B.V., a joint venture in certain regions of Europe in which the Company is the majority owner, (iv) SM (Jiangsu) Co., Ltd., a joint venture in China which the Company controls all of the significant participating rights, (v) SM Dolce Limited, a joint venture in Taiwan which the Company is the majority interest holder, (vi)SM Dolce Limited, a joint venture in Hong Kong in which the Company is the majority interest holder, SM Distribution Israel L.P., a joint venture in which the Company is the majority interest holder, Steve Madden South Africa Proprietary Limited, a joint venture in which the Company is the majority interest holder, AG SM Holdings Limited, a joint venture in the Middle East in which the Company is the majority interest holder, SM Distribution Singapore PTE LTD, a joint venture in which the Company is the majority interest holder, and (vii) SM Distribution China Co., Ltd., a joint venture in which the Company is the majority interest holder, are included in the consolidated financial statements with the other members' interests reflected in “Net income attributable to noncontrolling interest” in the Consolidated Statements of (Loss)/Income and “Noncontrolling interest” in the Consolidated Balance Sheets. All intercompany balances and transactions have been eliminated.

[3]    Use of Estimates:

The preparation of financial statements in conformity with GAAPaccounting principles generally accepted in the United States of America (“GAAP”), which requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Actual results could differ from those estimates.

Significant areas involving management estimates include variable consideration included in revenue, allowances for bad debts, inventory valuation, and valuation of goodwill and intangible assets, impairment of long-lived assets related to retail stores, litigation reserves and contingent payment liabilities.assets. The Company estimates variable consideration on trade accounts receivables and factor receivables for future customer chargebacks and markdown allowances, discounts, returns, and other miscellaneous compliance-related deductions that relate to the current-period sales. The Company evaluates anticipated chargebacks by reviewing several performance indicators of its major customers. These performance indicators, which include retailers’ inventory levels, sell-through rates, and gross margin levels, are analyzed by management to estimate the amount of the anticipated customer allowance.allowances.

[4]Cash and Cash Equivalents:

Cash and cash equivalents at December 31, 2020consist of cash balances and 2019 amounted to approximately$4,575 and $107,535,respectively, and consisted of money market accounts. The Company considers all highly liquid instrumentsinvestments with an originala maturity of three months or less when purchasedat the date of purchase.
Short-Term Investments:
Short-term investments consist of certificates of deposit with original maturities less than or equal to be cash equivalents.

one year as of the balance sheet date.
F-12F-9


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
[5]    Short-Term Investments:

As of December 31, 2020 and 2019, short-term investments consisted of certificates of deposit. These securities are classified as current based upon their maturities. As of December 31, 2020 and 2019 short-term investments amounted to $39,302 and $40,521, respectively, and have maturities of one year or less.


0[6]    Inventories:

Inventories which consist of finished goods on hand and in transit and are stated at the lower of cost (first-in, first-out method) or net realizable value.

[7]Property and Equipment:Equipment, Net:

Property and equipment are stated at cost less accumulated depreciation and amortization and any impairment. Depreciation is computed utilizing the straight-line method based on estimated useful lives ranging from 3three to 27.5 years. Leasehold improvements are amortized utilizing the straight-line method over the shorter of their estimated useful lives or the remaining lease term. Impairment losses are recognized in income from operations for property and equipment and other long-lived assets when indicators of impairment are present and the undiscounted cash flows estimated to be generated by those assets are not sufficient to recover the assets' carrying amount. Impairment losses are measured by comparing the fair value of the assets to their carrying amount. See Note HF – Property and Equipment for further information.

[8]Goodwill and Intangible Assets:

The Company's goodwill and indefinite-lived intangible assets are not amortized; rather they are tested for impairment on an annual basis at the beginning of the third quarter, or more often if events or circumstances change that could cause these assets to become impaired.

In accordance with applicable accounting guidance, indefinite-lived intangible assets and goodwill may be assessed for impairment by performing a qualitative assessment that evaluates relevant events or circumstances in order to determine whether it is more likely than not that the fair value of an intangible asset or reporting unit is less than its carrying amount. The factors that are considered include, but are not limited to, historical financial performance, expected future performance, macroeconomic and industry conditions, and legal and regulatory environment.environments. If it is more likely than not that the fair value of the intangible asset or reporting unit is less than its carrying amount, a quantitative impairment test is performed. However, in order to reassess the fair values of our intangible assets or reporting units, we periodically perform a quantitative impairment analysis in lieu of using the qualitative approach. The quantitative impairment test identifies the existence of potential impairment by comparing the fair value of the intangible asset or reporting unit to its carrying amount, and if the fair value of the intangible asset or reporting unit is less than its carrying amount, an impairment is recognized equal to the amount by which the carrying value of the intangible asset or reporting unit exceeds its fair value, not to exceed the carrying amount. See Note IG – Goodwill and Intangible Assets for further information.

The Company amortizes its intangible assets with definitefinite useful lives over their estimated useful lives and reviews these assets for impairment when there are indicators of impairment are present. The Company is currently amortizing its acquired intangible assets with definitefinite useful lives over periods typically from 210 to 20 years using the straight-line method.

[9]    Net (Loss)/Income Per Share of Common Stock:

Basic net (loss)/income per share is based on the weighted average number of shares of common stock outstanding during the period, which does not include unvested restricted common stock subject to forfeiture of 3,651,000, 4,427,000 and 5,137,000 shares for the years ended December 31, 2020, 2019 and 2018, respectively. Diluted net income per share reflects: a) the potential dilution assuming shares of common stock were issued upon the exercise of outstanding in-the-money options and the assumed proceeds, which are deemed to be the proceeds from the exercise plus compensation cost not yet recognized attributable to future services using the treasury method, were used to purchase shares of the Company’s common stock at the average market price during the period, and b) the vesting of
F-13


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)
granted non-vested restricted stock awards for which the assumed proceeds upon vesting are deemed to be the amount of compensation cost not yet recognized attributable to future services using the treasury stock method, to the extent dilutive. The year ended December 31, 2020 resulted in a net loss; therefore, there was no difference in the weighted average number of common shares for basic and diluted loss per share as the effect of all potentially dilutive shares outstanding was anti-dilutive. For the years ended December 31, 2020, 2019 and 2018, options to purchase approximately 89,000, 5,000 and 45,000 shares of common stock, respectively, have been excluded from the calculation of diluted net (loss)/income per share, as the result would have been anti-dilutive. For the year ended December 31, 2020, 2,524,000 restricted shares were excluded from the calculation of diluted net (loss) per share, as the result would have been anti-dilutive. For the years ended December 31, 2019 and 2018, all unvested restricted stock awards were dilutive.

[10]Comprehensive Loss:

Comprehensive loss is the total of net earnings and all other non-owner changes in equity. Comprehensive loss for the Company includes net (loss)/income, foreign currency translation adjustments, and unrealized loss /gainsloss/gains on cash flow hedging and marketable securities.hedging. The accumulated balances for each component of other comprehensive loss attributable to the Company arewere as follows:

202020192018
Currency translation adjustment$(28,421)$(29,636)$(33,091)
Cash flow hedges, net of tax(743)(804)530 
Unrealized loss on securities, net of tax0 (67)
Accumulated other comprehensive loss$(29,164)$(30,440)$(32,628)

Years Ended December 31,
(in thousands)202320222021
Currency translation adjustment$(28,201)$(35,493)$(29,877)
Cash flow hedges, net of tax(845)(216)333 
Accumulated other comprehensive loss$(29,046)$(35,709)$(29,544)
Amounts reclassified from accumulated other comprehensive loss toin operating loss/ income in the Consolidated StatementStatements of (Loss)/ Income during 2020, 2019, 20182023, 2022, and 2021 were a gain of $807, and a loss of $89, $15, $150,$676 and $961, respectively.

[11]    Advertising Costs:

Advertising costs are expensed as incurred, including digital and print advertisements. For the years ended December 31, 2023, 2022, and radio advertisements. Advertising2021, advertising expenses included in operating expenses amounted to approximately $33,068 in 2020, $30,165 in 2019$89,435, $85,921, and $21,921 in 2018.$65,080, respectively.
F-11


[12]    STEVEN MADDEN, LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Revenue Recognition:
In May 2014, the Financial Accounting Standards Board (the "FASB") issued new accounting guidance ("Topic 606"), as amended, Accounting Standards Update No. 2014-09 ("ASU 2014-09"), "Revenue from Contracts with Customers," on revenue recognition. The new standard has replaced Revenue Recognition Topic 605 and provides for a single five-step model to be applied to all revenue contracts with customers as well as requiring additional financial statement disclosures that will enable users to understand the nature, amount, timing and uncertainty of revenue and cash flows relating to customer contracts. Effective January 1, 2018, the Company adopted the requirements of Topic 606 using the cumulative effect adjustment approach. The impacts to the financial statements of this adoption are primarily related to balance sheet classification, including amounts associated with the change in balance sheet classification of the sales returns reserves, with no significant impact to the income statement as the Company's previous revenue recognition policies are in line with Topic 606.

The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which generally occurs upon the transfer of control in accordance with the contractual terms and conditions of the sale. Most of the Company’s revenue is recognized at a point in time when product is shipped to the customer. Revenue is measured as the amount of consideration the Company expects to receive in exchange for transferring goods, which includes estimates for variable consideration. Variable consideration mainly includes markdown allowances, co-op advertising programs, and product returns. The revenue recognition for the Company's segments is described below (see Note QS – Operating Segment Information for disaggregated revenue amounts by segment).
F-14


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019Wholesale Footwear and 2018
($ in thousands, except share and per share data)

A. Disaggregation of Revenue

Wholesale SalesAccessories/Apparel Segments. The Company generates revenue through the design, sourcing, and sale of branded footwear, accessories, and apparel to both domestic and international customers who, in turn, sell the products to the end consumer. The Company recognizes revenue when performance obligations identified under the terms of contracts with its customers are satisfied, which occurs upon the transfer of control of the merchandise in accordance with the contractual terms and conditions of the sale. The Company's revenue associated with its branded footwear, accessories and apparel products is recognized at a point in time when product is shipped to the customer. The Company also generates revenue through the design, sourcing, and sale of private label footwear and accessories to both domestic and international customers who brand the products and sell them to the consumer. The Company's revenue associated with private label footwear and accessories products is recognized at a point in time when product is physically delivered to the customer's freight forwarder.

RetailDirect-to-Consumer Segment.The Company owns and operates 218 retail255 brick-and-mortar stores throughout the United States, Canada, Mexico, Europe, Israel, Middle East, South Africa, Israel and China, including 725 Company-operated concessions in international markets, and five e-commerce sites. The Company generates revenue through the sale of branded footwear, apparel, and accessories directly to the consumer. The Company's revenue associated with Retail segmentbrick-and-mortar store sales is recognized at the time of the point of sale when the customer takes control of the goods and payment is received. The Company's e-commerce business recognizes sales upon receipt of goods by the customer.

First Cost Segment. The Company earns commissions for serving as a buying agent for footwear products under private labels and certain owned brands for many of the large mass-market merchandisers, shoeselect national chains, and other mid-tiervalue-priced retailers. As a buying agent, the Company utilizes its expertise and relationships with shoe manufacturers to facilitate the production of private label shoes to customer specifications. The Company’s commission revenue also includes fees charged for its design and product development services provided to certain suppliers. The Company satisfies its performance obligation to its customers by performing the services required in buyerthe buying agency agreements and thereby earningearns its commission fee at the point in time when the customer’s freight forwarder takes control of the goods. TheAs of January 2023, the Company satisfiesno longer serves as a buying agent for any of its performance obligation withcustomers, and as a result no longer reports under the suppliers and earns its design fee from the factory at the point in time when the customer’s freight forwarder takes control of the goods.

First Cost segment.
Licensing Segment. The Company licenses various owned trademarks it owns under licensing agreements for use in connection with the manufacture, marketing, and sale of eyewear, outerwear, hosiery, activewear, sleepwear, jewelry, watches, hair accessories, umbrellas, bedding, luggage, fragrance, men’s leather accessories, women'sselect apparel, accessory, and children's apparel, swimwear and household goods.home categories, as well as various other non-core products. The license agreements require the licensee to pay the Company a royalty and, in substantially all of the agreements, an advertising fee, both of which are based on the higher of a minimum or actual net salesrevenues percentage as defined in the various agreements. For license agreements where the sales-based percentage fee exceeds the contractual minimum fee, the Company recognizes revenues as the licensed products are sold as reported to the Company by its licensees. In substantially all of the Company’s license agreements, the minimum guaranteed royalty is earned and received on a quarterly basis. For license agreements where the sales-based percentage fee does not exceed the contractual minimum fee, the Company recognizes the contractual minimum fee as revenue ratably over the contractual period.

B. Variable Consideration

TheCompanysupportsretailers’initiativestomaximize the salesoftheCompany’sproductsontheretailfloor by providing markdown allowancesandparticipatinginvariousothermarketinginitiativessuch as by subsidizing certain co-op advertising programs of such retailers.Suchexpensesarereflectedintheconsolidatedfinancialstatementsasdeductionstoarriveatnetsales. revenues.

Markdown Allowances
Allowances.
The Company provides markdown allowances to its retailer customers, which are recorded as a reduction of revenue in the period in which the branded footwear and accessories revenues are recognized. The Company estimates its markdown allowances by reviewing several performance indicators, including retailers' inventory levels, sell-through rates, and gross margin levels.
F-15F-12


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS

Co-op Advertising Programs
Programs.
Under co-op advertising programs, the Company agrees to reimburse the retailer for a portion of the costs incurred by the retailer to advertise and promote some of the Company's products. The Company estimates the costs of co-op advertising programs based on the terms of the agreements with its retailer customers.

Rights of Return
Return.
The Company’s RetailDirect-to-Consumer segment accepts returns within 30 days from the date of sale, or 30 days from the date of delivery for online orders, for unworn merchandise that the Company is able to re-sell through the channel. The Company does not accept returns as a normal business practice from its branded and private label wholesale customers except for its Blondo brand® and Dolce Vita® product lines. The Company estimates such returns based on historical experience and current market conditions. Such amountsconditions, which have historically not been material. In addition, the Company's wholesale business may, from time to time, accept returns for damaged products from its wholesale customers oron which the Company’s costs are normally charged back to the responsible third-party factory.


[13]    Taxes Collected from Customers:
The Company accounts for certain taxes collected from its customers in accordance with the accounting guidance that permits companies to adopt a policy of presenting taxes in the income statement on either a gross basis (included in revenues and costs) or a net basis (excluded from revenues). Taxes within the scope of this accounting guidance would include taxes that are imposed on a revenue transaction between a seller and a customer, such as sales taxes, use taxes, value-added taxes, and some types of excise taxes. The Company records allaccounts for sales taxes and other related taxes on a net basis.basis, excluding such taxes from revenue.
[14]    Cost of Sales:
All costs incurred to bring finished products to the Company’s distribution center or to the customers’ freight forwarder and, in the RetailDirect-to-Consumer segment, the costs to bring products to the Company’s stores (exclusive of depreciation and amortization) are included in the Costcost of sales line on the Consolidated Statements of (Loss)/Income. These include the cost of finished products, purchase commissions, letter of credit fees, brokerage fees, sample expenses, custom duties, inbound freight, royalty payments on licensed products, labels, and product packaging. All warehouse and distribution costs related to the Wholesale segments and freight to customers, if any, are included in the operating expenses line item of the Company’s Consolidated Statements of (Loss)/Income. The Company’s gross margins may not be comparable to those of other companies in the industry because they may include warehouse and distribution costs, as well as other costs excluded from cost of sales by the Company, as a component of cost of sales, while other companies report those costs on the same basis as the Company and include them in operating expenses.Company.

[15]Warehouse and Shipping Costs:

The Company includes all warehouse and shipping costs for the Wholesale segments in the operating expenses line onin the Consolidated Statements of (Loss)/Income. For the years ended December 31, 2020, 20192023, 2022, and 2018,2021, the total warehouse and distributionshipping costs (except costs includedincurred to ship from warehouse to retail stores) included in operating expenses were $58,621, $58,019$97,100, $111,326, and $47,812,$86,367, respectively. Since the Company's standard terms of sales are “FOB Steve Madden warehouse,” the Company's wholesale customers absorb most shipping costs. Shipping costs to wholesale customers incurred by the Company are not considered significant and are included in the operating expenses line item in the Consolidated Statements of (Loss)/Income.

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STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)
[16]Employee Benefit Plan:

The Company maintains a tax-qualified 401(k) plan, which is available to each of the Company's eligible employees who elect to participate after meeting certain length-of-service requirements. The Company made discretionary matching contributions of 50% of employees' contributions up to a maximum of 6% of employees' compensation, which vest to the employees over a period of time. Total matching contributions to the plan for 2020, 20192023, 2022, and 20182021 were approximately$1,809,$2,048 $2,301, $2,125, and $1,893,$1,989, respectively.

[17]    Derivative Instruments:

The Company uses derivative instruments to manage its exposure to cash-flow variability from foreign currency risk. Derivatives are carried on the balance sheet at fair value and included in prepaid expenses and other current assets or accrued expenses. The Company applies cash flow hedge accounting for its derivative instruments. Net derivative gains and losses attributable to derivatives subject to cash flow hedge accounting reside in accumulated other comprehensive income/(loss)loss and will be reclassified to earnings in future periods as the economic transactions to which the derivatives relate affect earnings. See Note M -L – Derivative Instruments.Instruments for additional details.
F-13


[18]    STEVEN MADDEN, LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Income Taxes:

The provision for income taxes is computed using the asset and liability method, under which deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating losses, and tax credit carryforwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates that apply to taxable income in effect for the years in which those tax assets are expected to be realized or settled. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

The Company recognizes the tax benefit from an uncertain tax position only if it is more likely than not the tax position will be sustained on examination by the taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such positions are then measured based on the largest benefit that has a greater than 50% likelihood of being realized upon settlement. See Note O -N – Income Taxes.Taxes for additional details.

[19]    Share-basedEquity-based Compensation:

The Company recognizes expense related to share-basedequity-based payment transactions in which it receives employee services in exchange for equity instruments of the Company. Share-basedEquity-based compensation cost for restricted stock awards is measured based on the closing fair market value of the Company’s common stock on the date of grant. Share-basedEquity-based compensation cost for stock options is measured at the grant date, based on the fair-value as calculated by the Black-Scholes-Merton (“BSM”) option-pricing model. The BSM option-pricing model incorporates various assumptions, including expected volatility, estimated expected life, and interest rates. The Company grants performance-based share awards to certain individuals, the vesting of which is subject to the Company's or individual's achievement of certain performance goals. On a quarterly basis, the Company assesses actual performance versus the predetermined performance goals, and adjusts the equity-based compensation expense to reflect the relative performance achievement. Actual distributed shares are calculated upon conclusion of the service and performance periods. The Company recognizes share-based compensation net of estimated forfeitures. The Company estimates the forfeiture rate based on historical forfeitures. Equity-based compensation cost for performance based awards is measured based on the closing fair market value of the Company’s common stock on the date of grant. The Company recognizes equity-based compensation cost over the award’s requisite service period whichand is presented in operating expenses in the Consolidated Statements of (Loss) / Income. See Note J - Equity- Based Compensation.H – Equity-Based Compensation for additional details.

Leases:
Note D – Acquisitions

GREATS Brand, Inc.

On August 9, 2019,The Company leases office space, sample production space, warehouses, showrooms, storage units, and retail stores under operating leases. The Company’s portfolio of leases is primarily related to real estate. Since most of its leases do not provide a readily determinable implicit rate, the Company acquired 90%estimates its incremental borrowing rate to discount the lease payments based on information available at lease commencement.
Some of the outstanding common stock of GREATS Brand, Inc., owner of GREATS, a pioneering digitally native sneaker brand,Company’s retail store leases provide for an initial payment of $12,829 and a future contingent payment of $5,000variable lease payments based on sales volumes at the GREATS brand achieving certain EBITA targetsleased locations, which are not measurable at the inception of the lease and are therefore not included in any full consecutive four quarters beginning on October 1, 2019the measurement of the right-of-use assets and ending on December 31, 2022 (See Note G - Fair Value Measurements). Thelease liabilities. Under Topic 842, these variable lease costs are expensed as incurred.
Lease right-of-use assets, along with other long-lived assets, are evaluated for impairment whenever events, or changes in circumstances indicate that the carrying amount of future payments willan asset, or asset group may not be determined by GREATS' future performancerecoverable. For stores with no minimum future payment. Afteran indicator of impairment, the effect of closing adjustments, the purchase price was $14,209, net ofCompany performs a recoverability test, comparing estimated undiscounted cash acquired of approximately $290. The acquisition was funded by cash on hand and adds a new digitally native footwear brand with added growth potentialflows to the Company.carrying value of the related long-lived assets. When the carrying value is more than the estimated undiscounted cash flows, the Company writes the assets down to their fair value. Fair values of the long-lived assets are estimated using an income approach based on management’s forecast of future cash flows derived from continued retail operations and the fair values of individual operating lease assets were determined using estimated market rental rates. Significant estimates are used in determining future cash flows of each store over its remaining lease term, including the Company's expectations of future projected cash flows. An impairment loss is recorded if the carrying amount of the long-lived asset group exceeds its fair value.
The Company's leases have initial terms ranging from 1 to 12 years and may have renewal or early termination options ranging from 1 to 10 years. A majority of the retail store leases provide for contingent rental payments if gross sales exceed certain targets. In addition, many of the leases contain rent escalation clauses to compensate for increases in operating costs and real estate taxes. Rent expense is calculated by amortizing total base rental payments (net of any rental abatements, construction allowances, and other rental concessions), on a straight-line basis, over the lease term. When deemed reasonably certain, the
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STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The results of the GREATS brand have beenrenewal and termination options are included in the determination of the lease term and calculation of the lease ROU asset and lease liability.
Reclassifications:
Certain reclassifications were made to prior years' amounts to conform to the 2023 presentation.
Note C – Recent Accounting Pronouncements
Recently Issued Accounting Pronouncements Not Yet Adopted
In August 2023, the Financial Accounting Standards Board ("FASB") issued Accounting Standards Update ("ASU") No. 2023-05, "Business Combinations—Joint Venture Formations (Subtopic 805-60): Recognition and Initial Measurement," which is intended to provide guidance for the formation of a joint venture, including the initial measurement of assets and liabilities, the formation date, and basis of accounting. This new standard will be effective for annual reporting periods beginning on or after January 1, 2025, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-05; however, at the current time, the Company does not believe this ASU will have a material impact on its consolidated financial statements sincestatements.
In November 2023, the dateFASB issued ASU No. 2023-07, "Segment Reporting (Topic 280)," which is intended to enhance the disclosures on reportable segments. This new standard will be effective for annual reporting periods beginning after December 15, 2023, with early adoption permitted. The Company is currently evaluating the impact of acquisition withinASU 2023-07; however, at the Retailcurrent time, the Company does not believe this ASU will have a material impact on its consolidated financial statements.
In December 2023, the FASB issued ASU No. 2023-09, "Income Taxes (Topic 740)," which is intended to provide greater transparency in various income tax components that affect the rate reconciliation based on the applicable taxing jurisdictions, as well as the qualitative and Wholesale Footwear segments.quantitative aspects of those components. This new standard will be effective for annual reporting periods beginning on or after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of ASU 2023-09; however, at the current time, the Company does not believe this ASU will have a material impact on its consolidated financial statements.
The following table summarizesCompany has considered all new accounting pronouncements and has concluded that there are no additional pronouncements that may have a material impact on its results of operations, financial condition, and cash flows.
Note D – Acquisitions & Sale of Minority Noncontrolling Interest
Acquisitions
Almost Famous
On October 20, 2023, Daniel M. Friedman & Associates, Inc. (“Buyer”), a New York corporation and a wholly-owned subsidiary of the adjusted fair valueCompany, acquired substantially all of the assets acquired and certain liabilities assumed in the acquisition:
Cash$290 
Accounts receivable41 
Inventory1,387 
Prepaid and other assets6,447 
Fixed assets200 
Trademark (1)
13,086 
Customer relationships (2)
1,140 
Accounts payable(1,963)
Accrued expenses(1,055)
Deferred tax liabilities long-term(3,463)
Noncontrolling interest(1,611)
Total fair value of assets acquired$14,499 
(1) Trademark assigned an indefinite life.
(2) Customer relationships will be amortized over 20 years.

B.B. Dakota,(the “Business”) of Turn On Products Inc.

On August 12, 2019, d/b/a Almost Famous (“Seller” or “Almost Famous”), pursuant to an Asset Purchase Agreement, by and among Buyer, the Company, acquired 100%Seller, and the holders of the outstanding commoncapital stock of B.B. Dakota, Inc., ownerSeller. Almost Famous is a designer and marketer of BB Dakota, a contemporary women's apparel company,women’s junior apparel. Almost Famous distributes its products to wholesale customers, including mass merchants, department stores, off-price retailers, and chain stores within the United States. Almost Famous markets products under its own brands, primarily Almost Famous, as well as private label brands for an initial paymentvarious retailers. This Business was acquired for cash consideration of $24,568$73,228 and a future payment contingent payment on the BB DakotaAlmost Famous brand achieving certain EBITDA targets for each of the three consecutive full calendar years following the acquisition (See Note G - Fair Value Measurements).earnings before interest and tax ("EBIT") targets. In connection therewith, the Companywe recorded a short-term liability of $3,325 and a long-term liability of $4,770$9,975 as of the date of acquisition to reflect the estimated fair value of the contingent purchase price. The amountfair value of futurethe contingent payments liability was estimated on the date of acquisition using the Monte Carlo simulation model, which included significant unobservable Level 3 inputs, such as projected EBIT over the earn-out period and a discount rate of 20.3%. Changes in these significant unobservable inputs might result in a significantly higher or lower fair value measurement. The maximum consideration which can be paid over the consideration period of four years is $68,000 and there are no minimum payments required.The liability will be determined by BB Dakota's future performanceremeasured at each reporting period with no minimum future payment.changes in fair value recorded in earnings. After the effect of closing adjustments, the total purchase price was $29,404, net of cash acquired of approximately $353. Thethe acquisition was funded by cash on hand and adds new apparel brands with added growth potential to the Company.$86,528.
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STEVEN MADDEN, LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The results of the BB DakotaAlmost Famous brand have been included in the consolidated financial statements since the date of acquisition within the Wholesale Accessories/Apparel and Retail segments.
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STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)
segment.
The following table summarizes the adjusted fair value of the assets acquired and liabilities assumed as of the August 12, 2019October 20, 2023 acquisition date:
Cash(in thousands)$Fair Value353 
Accounts receivable4,419 $1,394
InventoryInventories6,69622,718 
Factor accounts receivable51,940
Operating lease right-of-use asset2,902
Prepaid expenses and other current assets855172 
Fixed assetsProperty and equipment, net382248 
TrademarkIntangibles, net(1)
9,67032,950 
Customer relationships (2)
2,530 
Accounts payable(2,885)(31,857)
Accrued expenses(2,893)(1,699)
Deferred tax liabilities long-termOperating leases - current portion(2,735)(474)
Operating leases - long-term portion(2,703)
Total fair value excluding goodwill16,392 $75,591
Goodwill13,36510,937 
Net assets acquired$29,75786,528 
(1) Trademark assigned an indefinite life.
(2) Customer relationships will be amortized over 10 years.
(1) Consists of a Trademark of $9,050 and customer relationships of $23,900, both of which are amortized over 20 years.
The acquisitions wereacquisition was accounted for in accordance with FASB Topic ASC 805 ("Business Combinations,Combinations"), which requires that the total cost of an acquisition be allocated to tangible and intangible assets acquired and liabilities assumed based upon their respective fair values at the date of acquisition.

The Company recorded goodwill for the BB Dakota acquisition based on the amount by which the purchase price exceeded the fair value of the net assets acquired, which consists largely of the synergies expected from the acquisition.acquisitions. For tax purposes, this goodwill will be amortized over a 15 year period.

Preliminary estimates of the fair value of identifiable assets acquired and liabilities assumed are subject to revision, which may result in adjustments to the preliminary values recorded during the measurement period (a period not to exceed 12 months from acquisition date).
The fair value of the trademark was estimated using the relief-from-royalty method, which presumes the owner of the asset avoids hypothetical royalty payments that would need to be made for the use of the asset if the asset was not owned. Key assumptions and estimates used are forecasted revenue, a royalty rate of 3.0%, and a discount rate of 21.8%. Such assumptions included significant unobservable inputs and changes in these significant unobservable inputs might result in a significantly higher or lower fair value measurement. The useful life of the trademark was estimated to be 20 years and amortization for the trademark has been recorded in operating expenses in our Consolidated Statements of Income.

Note E – Factoring Agreement
0The Company had a collection agency agreement with Rosenthal & Rosenthal, Inc. (“Rosenthal”The fair value of the customer relationships was estimated using the multi-period excess earnings method. The excess earnings methodology is an income approach methodology that estimates the projected cash flows of the business attributable to the customer relationships, net of charges for the use of other identifiable assets of the business including working capital, fixed assets, and other intangible assets. Key assumptions and estimates used in deriving the projected cash flows are forecasted revenue, earnings before interest, taxes, depreciation, and amortization ("EBITDA") margin of 8.8%, until May 6, 2020. The agreement provided the Company with a credit facilitycustomer attrition rate of 5.0%, and discount rates in the amountrange of $30,000, having21.0% to 23.5%. Such assumptions include significant unobservable inputs and such changes in these significant unobservable inputs might result in a sub-limit of $15,000 on the aggregate face amount of letters of credit, at an interest rate based, at the Company's election, upon either the prime ratesignificantly higher or LIBOR. Effective May 6, 2020, the credit facility was increased to $50,000 as a precautionary measure in response to the COVID-19 pandemic.
In conjunction with the Credit Agreement described in Note T below, on July 22, 2020, the Company and certain of its subsidiaries (collectively, the “Madden Entities”) entered into an Amended and Restated Deferred Purchase Factoring Agreement (the “Factoring Agreement”) with Rosenthal. Pursuant to the Factoring Agreement, Rosenthal serves as the collection agent with respect to certain receivableslower fair value measurement. The useful life of the Madden Entitiescustomer relationships was estimated to be 20 years and is entitled to receive a base commissionamortization for these intangible assets has been recorded in operating expenses in our Consolidated Statements of 0.20% of the gross invoice amount of each receivable assigned for collection, plus certain additional fees and expenses, subject to certain minimum annual commissions. Rosenthal will generally assume the credit risk resulting from a customer’s financial inability to make payment of credit-approved receivables. The initial term of the Factoring Agreement is twelve months, subject to automatic renewal for additional twelve-month periods, and the Factoring Agreement may be terminated at any time by Rosenthal or the Madden Entities on 60 days notice and upon the occurrence of certain other events. The Madden Entities pledged all of their rights under the Factoring Agreement to the Agent (see Note T ) under the Credit Agreement to secure obligations arising under the Credit Agreement.Income.
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STEVEN MADDEN, LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to Consolidated Financial Statements
Transaction costs of $1,505 for the year ended December 31, 2020, 2019 and 20182023 have been recorded within operating expenses in the Consolidated Statements of Income.
($ in thousands, except share and per share data)
Note F – Note Receivable – Related PartyAG SM Holdings Ltd
On June 25, 2007,December 23, 2022, the Company madeformed a loan to Stevenjoint venture ("AG SM Holdings Ltd.") with Apparel FZCO, through its subsidiary, Madden its CreativeAsia Holding Limited. The Company owns 50.1% interest in AG SM Holdings Ltd. and Design Chief andpaid a principal stockholdercontribution of $7,014. AG SM Holdings Ltd. is the exclusive distributor of the Company's products in the Middle East. As the Company has a controlling financial interest in the joint venture in AG SM Holdings Ltd., the assets, liabilities, and results of operations of AG SM Holdings Ltd. are consolidated and included in the Company’s consolidated financial statements. The other member's interest is reflected in “Net income attributable to noncontrolling interests” in the Consolidated Statements of Income and “Noncontrolling interests” in the Consolidated Balance Sheets.
Dolce Vita® Handbags
On December 27, 2021, the Company acquired the rights for Dolce Vita® Handbags for the total purchase price of $2,000, which include trademarks and all internet domain name registrations.
South African joint venture
On June 28, 2021, the Company completed the acquisition of the remaining 49.9% non-controlling interest in its South African joint venture in the amount of $3,000$2,260. The South African joint venture was formed in order for Mr.2014 and distributes Steve Madden to satisfy a personal tax obligation resulting from® footwear and accessories/apparel throughout South Africa.
European joint venture
On April 14, 2021, the exercise of stock options that were due to expire and to retainCompany completed the underlying Company common stock. The loan, as amended, is secured by non-company securities held in Mr. Madden's brokerage account. The Company has agreed to forgive a portionacquisition of the note as long as Mr. Madden remains an employee of the Company through the note's maturity on December 31, 2023. For the years ended December 31, 2020, 2019 and 2018 the Company recorded a chargeremaining 49.9% non-controlling interest in its European joint venture in the amount of $409$16,682. The European joint venture was formed in 2016 and distributes Steve Madden® and Dolce Vita® footwear and accessories/apparel to most countries throughout Europe.
Sale of Minority Noncontrolling Interest
On April 1, 2022, the Company sold a 49.9% minority non-controlling interest in Steve Madden South Africa Proprietary Limited for each year, respectively,$1,017 to write-off the required one-tenth of the principal amount of the secured promissory note, which was partially offset by imputed interest income of $31, $40 and $47, respectively.a third party to form a joint venture.
Note GE – Fair Value Measurement
The accounting guidance under Accounting Standards Codification 820-10, “Fair Value Measurements and Disclosures” (“ASC 820-10”), requires the Company to make disclosures about the fair value of certain of its assets and liabilities. ASC 820-10 clarifies the principle that fair value should be based on the assumptions market participants would use when pricing an asset or liability and establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. ASC 820-10 utilizes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels. A brief description of those three levels is as follows:

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.inputs; inputs to the valuation methodology based on unobservable prices or valuation techniques that are significant to the fair value measurement.
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STEVEN MADDEN, LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company’s financial assets and liabilities subject to recurring fair value measurements, as of December 31, 20202023 and 2019 are2022 were as follows: 

December 31, 2020
Fair Value Measurements
Fair valueLevel 1Level 2Level 3
December 31, 2023December 31, 2023December 31, 2022
(in thousands)(in thousands)Fair valueLevel 1Level 2Level 3Fair valueLevel 1Level 2Level 3
Assets:
Forward contracts
Forward contracts
Forward contracts
Total assets
Liabilities:Liabilities:
Contingent consideration$207 $$$207 
Contingent consideration(1)
Contingent consideration(1)
Contingent consideration(1)
Forward contractsForward contracts997 997 
Total liabilitiesTotal liabilities$1,204 $$997 $207 

(1)

December 31, 2019
Fair Value Measurements
Fair valueLevel 1Level 2Level 3
Liabilities:
Contingent consideration$9,124 $— $— $9,124 
Forward contracts495 495
Total liabilities$9,619 $$495 $9,124 

On December 31, 2023, $3,325 was recorded in Contingent payment liability - current portion and $9,975 was recorded in Contingent payment liability - long-term portion.
Forward contracts are entered intoused to manage the risk associated with the volatility of future cash flows (see Note M -L – Derivative Instruments). Fair value of these instruments is based on observable market transactions of spot and forward rates.

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STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)
The Company's recurring Level 3 balance consists of contingent consideration related to acquisitions. The changes in the Company's Level 3 liabilities for the years ended December 31, 2020December 31, 2023 and 2019 are2022 were as follows:
Balance at January 1,Acquisitions
Adjustments(1)(2)
Balance at December 31,
2020
(in thousands)
(in thousands)
(in thousands)Balance at Beginning of the YearAcquisitions
Adjustments(1)
Transfer out of Level 3(2)
Balance at End of the Year
2023:
Liabilities:
Liabilities:
Liabilities:Liabilities:
Contingent considerationContingent consideration$9,124 (8,917)$207 
2019
Contingent consideration
Contingent consideration
2022:
Liabilities:
Liabilities:
Liabilities:Liabilities:
Contingent considerationContingent consideration$3,000 9,124 (3,000)$9,124 
Contingent consideration
Contingent consideration

(1)
(1) In 2020,2022, amount consists of adjustments of $4,570 and $4,347 to the purchase accounting of B.B. Dakota, Inc. and GREATS Brand, Inc, respectively. The adjustment of $4,570 was a benefit to operating expenses, related to the change in valuation of the contingent consideration in connection with acquisition of B.B. Dakota, Inc. The adjustment of 4,347, comprises an adjustment of $2,684 to the preliminary fair value, recorded during the first quarter 2020, and$(5,807) that was included as a benefit of $1,663 toin operating expenses, related to the change in valuation of the contingent consideration in connection with the acquisition of GREATS Brand,B.B. Dakota, Inc.

(2) In 2019,On December 31, 2022, the transfer out of Level 3 amount consists of a benefit$1,153, which was recorded in the current portion of $3,000 to operating expensesour contingent payment liabilities on the Consolidated Balance Sheets, represented the current portion of our contingent liabilities and was measured at the amount payable based on actual EBITDA performance for the related to the Schwartzperformance period, and Benjamin acquisition.

was paid as of December 31, 2023.
At December 31, 2020,2023, the liability for potential contingent consideration was $7$13,300 in connection with the August 9, 2019October 20, 2023 acquisition of GREATS Brand, Inc. PursuantAlmost Famous. There was no significant change to the terms of an earn-out provision contained in the equity purchase agreement, between the Company and the sellers of GREATS Brand, Inc., earn-out payments are based on EBITA performance. The fair value of the contingent payments was estimated using a risk neutral simulation model to modelliability since the probabilitydate of different financial results of GREATS Brand, Inc. during the earn-out period, utilizing a discount rate of 10.0%.

At December 31, 2020, the liability for potential contingent consideration was $200 in connection with the August 12, 2019 acquisition of B.B. Dakota, Inc. Pursuant to the terms of an earn-out provision contained in the equity purchase agreement, between the Company and the sellers of B.B. Dakota, Inc., earn-out payments are based on EBITDA performance. The fair value of the contingent payments was estimated using the Black-Scholes-Merton option pricing method with a nonlinear payoff structure based on a set of financial metrics of B.B. Dakota, Inc. during the earn-out period, utilizing a discount rate of 10.5%.

The Company recorded a liability for potential contingent consideration in connection with the January 30, 2017 acquisition of Schwartz & Benjamin. The fair value of the contingent payments was estimated using the present value of the payments based on management’s projections of the financial results of Schwartz & Benjamin during the earn-out period. An earn-out payment in the aggregate amount of $7,000 was paid to the sellers of Schwartz & Benjamin in the first quarter of 2018, leaving a remaining balance of $3,000 at December 31, 2018. In the first quarter of 2019, the Company reversed the $3,000 balance, because it did not have to be paid due to the termination of the Kate Spade license agreement held by Schwartz & Benjamin as of December 31, 2019.

acquisition.
The fair valuevalues of trademarks isgoodwill and intangibles are measured on a non-recurring basis and are determined using Level 3 inputs, including forecasted cash flows, discount rates, and implied royalty rates.rates (see Note I)

D – Acquisitions & Sale of Minority Noncontrolling Interest and Note G – Goodwill and Intangible Assets).
The fair values of lease right-of-use lease assets and fixed assets related to Company-ownedcompany-owned retail stores wereare measured on a non-recurring basis and are determined using Level 3 inputs, including estimated discounted future cash flows associated with the assets using sales trends, market rents, and market participant assumptions.assumptions (see Notes HNote F – Property and N)

Equipment and Note M – Leases).
The carrying value of certain financial instruments such as cash equivalents, certificates of deposit, accounts receivable, factor accounts receivable, and accounts payable approximates their fair values due to the short-term nature of their underlying terms. Fair value of the notes receivable held by the Company approximates their carrying value based upon their imputed or actual interest rate, which approximates applicable current market interest rates. Some assets are not measured at fair value on an ongoing basis but are subject to fair value adjustments only in certain circumstances.circumstances (non-recurring). These assets can include long-lived assets
F-21


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)
that have been reduced to fair value when impaired. Assets that are written down to fair value when impaired are not subsequently adjusted to fair value unless further impairment occurs.
F-18


STEVEN MADDEN, LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note H -F – Property and Equipment
The major classes of assets and total accumulated depreciation and amortization arewere as follows:
December 31,
Average Useful Life20202019
Land and building27.5 (Building)$882 $947 
Leasehold improvementsLesser of remaining lease or asset life88,012 86,625 
Machinery and equipment10 years6,340 6,257 
Furniture and fixtures3 to 5 years11,201 11,354 
Computer equipment and software3 to 10 years71,601 61,732 
Construction in progress744 9,035 
178,780 175,950 
Less impairment (1)
(14,712)
Less accumulated depreciation and amortization(120,800)(110,446)
Property and equipment - net$43,268 $65,504 
1) Due to COVID-19 pandemic, impairment was recorded related to stores (see below for further explanation).

As of December 31,
(in thousands)Average Useful Life20232022
Land and building27.5 (Building)$929 $890 
Leasehold improvementsLesser of remaining lease or asset life90,700 85,974 
Machinery and equipment10 years12,641 7,617 
Furniture and fixtures3 to 5 years14,750 12,508 
Computer equipment and software3 to 10 years83,710 75,004 
Construction in progress1,976 8,662 
204,706 190,655 
Less: impairments and disposals(12,784)(14,271)
Less: accumulated depreciation and amortization(144,723)(135,720)
Property and equipment - net$47,199 $40,664 
Depreciation and amortization expense related to property and equipment included in operating expenses amounted to approximately $13,350$13,419, $11,576, and $12,533 in 2020, $15,933 in 20192023, 2022, and $16,036 in 2018. Includes2021, respectively, and includes computer software amortization expense for 2020, 20192023, 2022, and 20182021 of $3,007, $2,788$3,762, $3,505, and $3,024,$3,135, respectively.

Property and equipment, along with other long-lived assets, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Due to the impacts of the COVID-19 pandemic on the Company’s operations and declines in the retail real estate market,In 2021, the Company identified indicators of impairment for long-lived assets at certain of its retail stores. For such stores, the Company performed a recoverability test, comparing estimated undiscounted cash flows to the carrying value of the related long-lived assets. When the carrying value was more than the estimated undiscounted cash flows, the Company determined ifthat an impairment test was required. Fair values of the long-lived assets were estimated using an income approach based on management’s forecast of future cash flows derived from continued retail operations and the fair values of individual operating lease assets were determined using estimated market rental rates. Significant estimates are used in determining future cash flows of each store over its remaining lease term, including the Company's expectations of future projected cash flows that include revenues, operating expenses, and market conditions. An impairment loss is recorded if the carrying amount of the long-lived asset group exceeds its fair value. As a result, the Company recorded an impairment chargescharge of $14,712$409 related to furniture fixtures and leasehold improvements for the year ended December 31, 2020. The2021. These impairment charges were recorded in the RetailDirect-to-Consumer segment. There were no impairment charges recorded for the years ended December 31, 2023 and 2022.
F-22F-19


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note IG – Goodwill and Intangible Assets

The following is a summary of the carrying amount of goodwill by segmentreporting unit as of December 31, 20202023 and 2019:2022:

Wholesale
FootwearAccessories/ApparelRetailNet Carrying Amount
Balance at January 1, 2019$84,551 $49,324 $14,237 $148,112 
Acquisition11,955 4,644 16,599 
Purchase accounting adjustment1,409 (2,053)(644)
Translation and other7,021 261 7,282 
Balance at December 31, 201991,572 62,688 17,089 171,349 
Purchase accounting adjustment(2,591)(2,591)
Translation and other(249)(244)(493)
Balance at December 31, 2020$91,323 $62,688 $14,254 $168,265 

Wholesale
(in thousands)FootwearAccessories/ApparelDirect-to-ConsumerNet Carrying Amount
Balance at January 1, 2022$90,066 $62,688 $15,241 $167,995 
Translation107 — (17)90 
Balance at December 31, 202290,173 62,688 15,224 168,085 
Acquisitions 10,937  10,937 
Translation490  491 981 
Balance at December 31, 2023$90,663 $73,625 $15,715 $180,003 
The following tables detailtable details identifiable intangible assets as of December 31, 20202023 and 2019:2022:
As of December 31, 2023
(in thousands)Estimated Lives
Cost Basis (1)
Accumulated Amortization
Impairment and other (2)(3)
Net Carrying Amount
Trademarks20 years$27,745 $(16,263)$(2,545)$8,937 
Customer relationships10-20 years62,580 (27,267)(1,382)33,931 
90,325 (43,530)(3,927)42,868 
Re-acquired rightindefinite35,200  (8,862)26,338 
Trademarksindefinite63,283  (6,222)57,061 
$188,808 $(43,530)$(19,011)$126,267 

(1)
During the year ended December 31, 2023, the Company acquired Almost Famous, which consisted of a Trademark of $9,050 and customer relationships of $23,900, both of which are amortized over 20 years..
2020
Estimated LivesCost BasisAccumulated AmortizationImpairment and other (1) (2)Net Carrying Amount
Trade names6–10 years$8,770 $8,770 $— $
Customer relationships10-20 years38,980 20,805 (1,813)16,362 
47,750 29,575 (1,813)16,362 
Re-acquired rightindefinite35,200 (7,800)27,400 
Trademarksindefinite115,481 (44,052)71,429 
$198,431 $29,575 $(53,665)$115,191 
(2) During the year ended December 31, 2023, the Company recorded impairment charges of $6,520 related to the GREATS® trademark.

(3)
(1) Includes the effect of foreign currency translation related primarily to the movements of the Canadian dollar and Mexican peso in relation to the U.S. dollar.

(2) Impairment charges of $44,273 were recorded, of which $27,025, $16,345, $456 and $447 were related to the Company's Cejon, Report, GREATS and Jocelyn trademarks, respectively.
As of December 31, 2022
(in thousands)Estimated Lives
Cost Basis(1)
Accumulated Amortization
Impairment and other (2)
Net Carrying Amount
Trademarks1–10 years$18,695 $(16,075)$(2,620)$— 
Customer relationships10-20 years38,680 (25,059)(1,574)12,047 
57,375 (41,134)(4,194)12,047 
Re-acquired rightindefinite35,200 — (9,432)25,768 
Trademarksindefinite63,283 — 94 63,377 
$155,858 $(41,134)$(13,532)$101,192 

(1)
During the year ended December 31, 2021, the Company purchased the trademark for Dolce Vita® Handbags for $2,000 and the cash consideration was paid in 2022.
2019
Estimated LivesCost BasisAccumulated AmortizationImpairment and other (1)(2)Net Carrying Amount
Trade names6–10 years$8,770 $8,418 $$352 
Customer relationships10-20 years43,880 22,627 (1,782)19,471 
52,650 31,045 (1,782)19,823 
Re-acquired rightindefinite35,200 (8,299)26,901 
Trademarksindefinite120,035 (4,050)115,985 
$207,885 $31,045 $(14,131)$162,709 

(2)
(1) Includes the effect of foreign currency translation related primarily to the movementmovements of the Canadian dollar and Mexican peso in relation to the U.S. dollar.

(2) An impairment charge of $4,050 was recorded in the second quarter of 2019 related to the Company's Brian Atwood trademark. The impairment was the result of the Company's decision to discontinue distribution of the brand as the Company explores alternatives.

F-23


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)
The Company evaluates its goodwill and indefinite-lived intangible assets for indicators of impairment at least annually in the beginning of the third quarter of each year orand whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable.

In The Company also periodically performs a quantitative test to assess its goodwill and indefinite-lived intangibles for impairment in lieu of using the first quarter of 2020,qualitative approach in order to reassess the Company conducted an interimfair values. A quantitative impairment assessment of goodwill assigned to its reporting unitsand indefinite-lived intangible assets was performed as of March 31, 2020July 1, 2023. In conducting the quantitative impairment assessments for goodwill and as a result,indefinite-lived intangibles, the Company concluded that the fair values of theits reporting units exceeded their carrying values by a substantial margin.and the fair values of its indefinite-lived intangibles exceeded their respective carrying values. In the thirdfourth quarter of 2020,2023, certain circumstances occurred that indicated potential impairment and the Company performed a valuation of the GREATS® trademark. The estimated fair value of this trademark was determined using an excess earnings method, incorporating the use of projected financial information and a discount rate of 14.8% which was developed using market participant based assumptions. Changes in these significant unobservable inputs might result in a significantly higher or lower fair value measurement. As a result of this assessment, the GREATS® trademark was written down
F-20


STEVEN MADDEN, LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
from the carrying value of $12,670 to its fair value of $6,150, resulting in a pre-tax non-cash impairment charge of $6,520. This charge was recorded in impairment of intangibles in the Company’s Consolidated Statements of Income and recognized in the Direct-to-Consumer segment.
A qualitative assessment of goodwill assigned to its reporting unitsand indefinite-lived intangible assets was performed as of July 1, 20202022. In conducting the qualitative impairment assessments for goodwill and indefinite-lived intangibles, the Company concluded that it is more likely than not that the fair values of its reporting units exceeded their respective carrying values and therefore, no goodwill impairment charges were recorded.

In the third quarter of 2020, the Company performed a qualitative assessment of certain indefinite-lived intangible assets as of July 1, 2020 and concluded that it is more likely than not that the fair values of those trademarksits indefinite-lived intangibles exceeded their respective carrying values, and therefore,values. Therefore, in 2022, as a result of the annual tests, no impairment charges were recorded. Forrecorded for goodwill and intangibles.
During the Company’s Cejon, Report, GREATS and Jocelyn trademarks,fourth quarter of 2021, certain decisions were made by the Company performed quantitative impairment testing throughoutthat resulted in the year duechange in useful life of the BB Dakota trademark from an indefinite to indicators of impairment observed resulting primarily froma finite life. As a result, the COVID-19 pandemic.BB Dakota trademark was assessed for impairment. The estimated fair valuesvalue of these trademarks werethis trademark was determined using an excess earnings method. The excess earnings method, utilizesincorporating the present valueuse of the earnings attributable to the intangible asset after providing for the proportion of the earnings that attribute to returns for contributory assets.projected financial information and a discount rate which was developed using market participant based assumptions. As a result of this assessment, the Company’s impairment testing, during the twelve months ended December 31, 2020, the Company’s Cejon, Report, GREATS and Jocelyn trademarks with an aggregate carrying amount of $57,198 wereBB Dakota trademark was written down from the carrying value of $9,670 to theirits fair valuesvalue of $12,925,$7,050, resulting in a pre-tax non-cash impairment charge of $44,273. Of the $44,273 impairment$2,620. This charge $27,472, $16,345 and $456 werewas recorded in impairment of intangibles in the Company’s Consolidated Statements of Income and recognized in the Wholesale Accessories/Apparel Wholesale Footwear,segment. The fair value of $7,050 was amortized over its remaining useful life of one year, and Retail segments, respectively.was fully amortized in 2022.

During the year ended December 31, 2021, the Company sold one of its internally developed trademarks for a gain of $8,000, which was recorded in operating expenses in the Company's Consolidated Statements of Income.
The amortization of intangible assets amounted to $4,010$2,082, $9,001, and $2,675 for 2020, $6,258 for 20192023, 2022, and $5,718 for 20182021 and is included in operating expenses onin the Company's Consolidated Statements of (Loss)/Income. The estimated future amortization expense for intangibles as of December 31, 2020 is2023 was as follows:
2021$2,163 
20221,743 
20231,743 
20241,743 
20251,743 
Thereafter7,227 
Total$16,362 

(in thousands)
2024$3,422 
20253,422 
20263,422 
20273,174 
20283,139 
Thereafter26,289 
Total$42,868 
Note JH – Equity-Based Compensation

In February 2019, the Company's Board of Directors approved the Steven Madden, Ltd. 2019 Incentive Compensation Plan (the “2019 Plan”), under which non-qualified stock options, stock appreciation rights, performance shares, restricted stock, other stock-based awards and performance-based cash awards may be granted to employees, consultants, and non-employee directors. The 2019 Plan is the successor to the Company's Amended and Restated 2006 Stock Incentive Plan, as amended (the "2006 Plan"), the term of which expired on April 6, 2019. The Company's stockholders approved the 2019 Plan at the Company's annual meeting of stockholders held on May 24, 2019.

The following table summarizes the number of shares of common stock authorized for issuance under the 2019 Plan, the number of stock-based awards granted (net of expired or cancelled awards) under the 2019 Plan and the number of shares of common stock available for the grant of stock-based awards under the 2019 Plan:

(in thousands)
Common stock authorized11,000,00011,000 
Stock-based awards, including restricted stock and stock options granted, net of expired or cancelled awards(2,126,956)(6,379)
Common stock available for grant of stock-based awards as of December 31, 202020238,873,0444,621 

In addition, vested and unvested options to purchase 76 shares of common stock and 255 shares of unvested restricted stock awarded under the 2006 Plan were outstanding as of December 31, 2023.
F-24F-21


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
For the years ended December 31, 2020, 20192023, 2022, and 2018,2021, total equity-based compensation was as follows:

Years Ended December 31,
202020192018
Restricted stock$18,740 $19,143 $16,720 
Stock options3,899 4,027 4,356 
Total$22,639 $23,170 $21,076 

Years Ended December 31,
(in thousands)202320222021
Restricted stock$21,551 $21,005 $18,144 
Stock options2,597 3,391 4,134 
Total$24,148 $24,396 $22,278 
We calculate an estimated forfeiture rate annually based on historical forfeiture and expectations about future forfeitures. Equity-based compensation is included in operating expenses on the Company’s Consolidated Statements of Income.

Restricted Stock
Stock OptionsThe following table summarizes restricted stock activity during the year ended December 31, 2023 and 2022:

(in thousands)Number of SharesWeighted Average Fair Value
at Grant Date
Outstanding at January 1, 20222,849 23.81 
Granted439 40.30 
Vested(1,144)21.25 
Forfeited(35)34.37 
Outstanding at December 31, 20222,109 $28.44 
Granted398 33.38 
Vested(1,192)22.38 
Forfeited(37)37.82 
Outstanding at December 31, 20231,278 $35.44 
Cash proceeds and intrinsic valuesAs of December 31, 2023, the Company had $33,991 of total unrecognized compensation cost related to totalrestricted stock options exercisedawards granted under the 2019 Plan and the 2006 Plan. This cost is expected to be recognized over a weighted average period of 3.1 years. The Company determines the fair value of its restricted stock awards based on the market price of its common stock on the date of grant.
The fair values of the restricted stock that vested during December 31, 2020, 2019 and 2018 are as follows:

Years Ended December 31,
202020192018
Proceeds from stock options exercised$1,609 $6,212 $13,036 
Intrinsic value of stock options exercised$993 $4,268 $6,841 

During the years ended December 31, 2020, 20192023, 2022, and 2018,2021 were $26,168, $24,300, and $23,231, respectively.
F-22


STEVEN MADDEN, LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Stock Options
Activity relating to stock options to purchase approximately 642,534 shares of common stock with a weighted average exercise price of $26.72, 738,903 options with a weighted average exercise price of $28.20 and 773,351 options with a weighted average exercise price of $26.38 vested, respectively. As ofgranted under the Company’s plans during the year ended December 31, 2020, there were unvested options relating to 746,316 shares2023 was as follows:
(in thousands except for per share price)Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual TermAggregate Intrinsic Value
Outstanding at January 1, 20222,531 $29.06 
Granted276 $36.95 
Exercised(24)$25.61 
Forfeited(17)$39.28 
Outstanding at December 31, 20222,766 $29.82 2.0 years$11,778 
Vested and Exercisable at December 31, 20222,543 $29.11 1.8 years$11,741 
Outstanding at January 1, 20232,766 $29.82 
Granted237 30.74 
Exercised(1,654)25.14 
Expired(229)36.01 
Forfeited(2)46.28 
Outstanding at December 31, 20231,118 $35.62 3.2 years$7,684 
Vested and Exercisable at December 31, 2023935 $35.91 3.0 years$6,167 
At December 31, 2023, $1,336 of common stock outstanding with a total of $3,547of unrecognized compensation cost and an average vestingrelated to non-vested stock option awards is expected to be recognized over a weighted-average period of 1.21.4 years. Total consideration received for
Additional information pertaining to the Company's stock option exercises during the twelve months ended December 31, 2020, 2019 and 2018plan was $1,609, $6,212, and $13,036, respectively. The windfall tax benefit realized on these exercises in 2020, 2019 and 2018 was approximately $234, $1,010 and $713, respectively.as follows:

Years Ended December 31,
(in thousands)202320222021
Cash received from the exercise of stock options$1,205 $602 $9,732 
Intrinsic value of stock options exercised$16,335 $314 $8,622 
Tax benefits realized on exercise of stock options$1,285 $41 $1,512 
The Company uses the Black-Scholes-Merton option-pricing model to estimate the fair value of options granted, which requires several assumptions. The expected term of the options represents the estimated period of time until exercise and is based on the historical experience of similar awards. Expected volatility is based on the historical volatility of the Company’s common stock. The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The dividend yield is based on the Company's annualized dividend per share amount divided by the Company's stock price. New shares are issued upon option exercise. The following weighted average assumptions were used for stock options granted during 2020, 20192023, 2022, and 2018:2021:

202020192018
Volatility33.9% to 56.7%32.0% to 39.6%25.1% to 33.2%
Risk free interest rate0.2% to 1.6%1.6% to 2.5%2.1% to 2.9%
Expected life in years3.0 to 5.01.0 to 5.03.0 to 5.0
Dividend yield1.2%1.6%1.7%
Weighted average fair value$10.15$5.38$6.75


Years Ended December 31,
202320222021
Volatility37.3% to 48.1%42.5% to 51.1%40.3% to 49.6%
Risk free interest rate3.7% to 4.7%1.2% to 3.0%0.1% to 1.0%
Expected life in years3.0 to 5.03.0 to 5.02.0 to 4.0
Dividend yield2.5%2.1%1.4%
Weighted average fair value$10.12$13.42$13.30
F-25F-23


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Activity relating to stock options granted under the Company’s plans during the three years ended December 31, 2020 is as follows:

Number of SharesWeighted Average Exercise PriceWeighted Average Remaining Contractual TermAggregate Intrinsic Value
Outstanding at January 1, 20182,846,000 $23.87 
Granted585,000 32.39 
Exercised(593,000)22.04 
Forfeited(23,000)22.59 
Outstanding at December 31, 20182,815,000 26.03 
Granted272,000 30.93 
Exercised(273,000)22.77 
Forfeited(12,000)20.17 
Outstanding at December 31, 20192,802,000 26.85 
Granted509,000 34.40 
Exercised(80,000)21.57 
Forfeited(557,000)34.74 
Outstanding at December 31, 20202,674,000 $26.80 3.2$23,278 
Exercisable at December 31, 20201,928,000 $26.89 3.0$16,416 



The following table summarizes information about stock options at December 31, 2020:

Options OutstandingOptions Exercisable
Range of Exercise PriceNumber OutstandingWeighted Average Remaining Contractual Life (in Years)Weighted Average Exercise PriceNumber ExercisableWeighted Average Exercise Price
$20.15 to $24.72465,000 1.5$23.30400,000 $23.22
$24.73 to $29.301,605,000 3.325.181,031,000 25.33
$29.31 to $33.88290,000 5.330.45252,000 30.26
$33.89 to $38.47263,000 2.735.85242,000 35.90
$38.48 to $43.0551,000 5.842.143,000 41.18
2,674,000 3.2$26.801,928,000 $26.89


F-26


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)
Restricted Stock

The following table summarizes restricted stock activity during the three years ended December 31, 2020:

Number of SharesWeighted Average Fair Value at Grant Date
Outstanding at January 1, 20185,876,000 $17.37 
Granted509,000 31.70 
Vested(1,177,000)18.44 
Forfeited(71,000)25.61 
Outstanding at December 31, 20185,137,000 18.42 
Granted633,000 32.64 
Vested(1,200,000)19.40 
Forfeited(143,000)28.61 
Outstanding at December 31, 20194,427,000 19.84 
Granted561,000 30.35 
Vested(1,189,000)19.96 
Forfeited(148,000)34.89 
Outstanding at December 31, 20203,651,000 $20.81 


As of December 31, 2020, the Company had $50,210 of total unrecognized compensation cost related to restricted stock awards granted under the 2019 Plan and the 2006 Plan. This cost is expected to be recognized over a weighted average period of 3.4 years. The Company determines the fair value of its restricted stock awards based on the market price of its common stock on the date of grant.

The fair value of the restricted stock that vested during the years ended December 31, 2020, 2019 and 2018 was $23,839,$23,263 and $36,122, respectively.

On January 3, 2012, the Company and its Creative and Design Chief, Steven Madden, entered into an amendment of Mr. Madden’s existing employment agreement, pursuant to which, on February 8, 2012, Mr. Madden was granted 2,194,586 restricted shares of the Company’s common stock at the then market price of $18.23, which vest in equal annual installments over a seven-year period commencing on December 31, 2017 and, thereafter, on each December 31 through December 31, 2023, subject to Mr. Madden’s continued employment on each such vesting date. On June 30, 2012, Mr. Madden exercised his right under his employment agreement to receive an additional restricted stock award, and on July 3, 2012, he was granted 2,840,013 restricted shares of the Company's common stock at the then market price of $14.09, which vest in equal annual installments over a six-year period commencing on December 31, 2018 and, thereafter, on each December 31 through December 31, 2023, subject to Mr. Madden’s continued employment on each such vesting date. On March 1, 2017, pursuant to his employment agreement, Mr. Madden was granted an option to purchase 1,125,000 shares of the Company’s common stock at an exercise price of $24.90 per share, which option is exercisable in equal annual installments over a five-year period commencing on the first anniversary of the grant date. On March 25, 2019, pursuant to an amendment of the employment agreement between the Company and Mr. Madden, which effected the extension of the term of the agreement through December 31, 2026, Mr. Madden was granted 200,000 restricted shares of the Company's common stock. The restricted stock award will vest in three nearly equal annual installments commencing on December 31, 2024.
On August 19, 2019, pursuant to his employment agreement with the Company, Mr. Madden was granted an option to purchase 225,000 shares of the Company's common stock at an exercise price of $30.14 per share, which option vested in four equal installments on November 19, 2019, February 19, 2020, May 19, 2020 and June 30, 2020.
F-27


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)

On June 30, 2020, pursuant to his employment agreement with the Company, Mr. Madden was granted an option to purchase 225,000 shares of the Company's common stock at an exercise price of $24.83 per share, which option vests in four equal quarterly installments commencing on September 30, 2020 and ending on June 30, 2021. As of December 31, 2020, Mr. Madden had unvested options to purchase 562,500 shares of the Company's common stock and 2,560,543 restricted shares of the Company's common stock.

Note K -I – Preferred Stock
The Company has authorized 5,000,0005,000 shares of preferred stock. The Board of Directors has designated 60,00060 shares of such preferred stock as Series A Junior Participating Preferred Stock (“Series A Preferred”). Holders of the shares of Series A Preferred are entitled to dividends equal to 1,0001 times dividends declared or paid on the Company's common stock. Each share of Series A Preferred entitles the holder to 1,000 votes1 vote on all matters submitted to the holders of common stock. The Series A Preferred has a liquidation preference of $1,000$1 per share and is not redeemable by the Company. No shares of preferred stock have been issued.

Note L -J – Share Repurchase Program

The Company's Board of Directors authorized a share repurchase program (the “Share Repurchase Program”), effective as of January 1, 2004. The Share Repurchase Program does not have a fixed expiration or termination date and may be modified or terminated by the Board of Directors at any time. On several occasions the Board of Directors has increased the amount authorized for repurchase of the Company's common stock. Most recently, on April 24, 2019,On May 8, 2023, the Board of Directors approved the extension ofan increase in the Company's Share Repurchase Program for upshare repurchase authorization of approximately $189,900, bringing the total authorization to $200,000 in repurchases of the Company's common stock, which includes the amount remaining under the prior authorizations.$250,000. The Share Repurchase Program permits the Company to effect repurchases from time to time through a combination of open market repurchases or in privately negotiated transactions at such prices and times as are determined to be in the best interest of the Company. In the middle of March 2020, in response to the COVID-19 pandemic, as a precautionary measure the Board of Directors temporarily suspended the repurchase of the Company's common stock which the Board of Directors reinstated on February 24, 2021. During the twelve months ended December 31, 2020,2023 and 2022, an aggregate of 769,5263,127 and 3,604, respectively, shares of the Company's common stock, excluding net settlements of employee stock awards, were repurchased under the Share Repurchase Program, at a weighted average price per share of $32.97,$34.89 and $35.84, respectively, for an aggregate purchase price of approximately $25,369, which includes the amount remaining under the prior authorization.$109,118 and $129,152, respectively. As of December 31, 2020,2023, approximately $111,590$175,463 remained available for future repurchases under the Share Repurchase Program.

The Steven Madden, Ltd. Amended and Restated 2006 Stock Incentive Plan (as further amended, the "2006 Plan"), which expired on April 6, 2019, and the Steven Madden, Ltd. 2019 Incentive Compensation Plan provides(the "2019 Plan") both provide the Company with the right to deduct or withhold, or require employees to remit to the Company, an amount sufficient to satisfy any applicable tax withholding and/or option cost obligations applicable to stock-based compensation awards. To the extent permitted, employees may elect to satisfy all or part of such withholding obligations by tendering to the Company previously owned shares or by having the Company withhold shares having a fair market value equal to the employee's withholding tax obligation.obligation and/or option cost. During the twelve months ended December 31, 2020,2023 and 2022, an aggregate of 627,0872,002 and 584 shares, respectively, were withheld in connection with the settlement of vested restrictedemployee stock awards to satisfy tax withholdingtax-withholding requirements and option costs, at an average price per share of $33.83,$36.75 and $33.75, respectively, for an aggregate purchase price of approximately $21,214.$73,591 and $19,725, respectively.
Note K – Net Income Per Share of Common Stock
Basic net income per share is based on the weighted average number of shares of common stock outstanding during the period, which does not include unvested restricted common stock subject to forfeiture of 1,278, 2,109, and 2,849 shares for the years ended December 31, 2023, 2022, and 2021, respectively. Diluted net income per share reflects: a) the potential dilution assuming shares of common stock were issued upon the exercise of outstanding in-the-money options and the assumed proceeds, which are deemed to be the proceeds from the exercise plus compensation cost not yet recognized attributable to future services using the treasury method, were used to purchase shares of the Company’s common stock at the average market price during the period, and b) the vesting of granted non-vested restricted stock awards for which the assumed proceeds upon vesting are deemed to be the amount of compensation cost not yet recognized attributable to future services using the treasury stock method, to the extent dilutive.
F-28F-24


STEVEN MADDEN, LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Notes to Consolidated Financial Statements
(in thousands)Years Ended December 31,
202320222021
Net income attributable to Steven Madden, Ltd.171,554 216,061 190,678 
Basic net income per share$2.34 $2.84 $2.43 
Diluted net income per share$2.30 $2.77 $2.34 
Weighted average common shares outstanding:
Basic73,337 76,021 78,442 
Effect of dilutive securities:
Stock awards and options to purchase shares of common stock1,228 2,048 3,186 
Diluted74,565 78,069 81,628 
For the years ended December 31, 2020, 20192023, 2022, and 2018
($ in thousands, except share2021, options to purchase approximately 10, 2, and 5, respectively, shares of common stock, respectively, have been excluded from the calculation of diluted net income per share, data)as the result would have been anti-dilutive. For the year ended December 31, 2023, 2022, and 2021, 39, 46, and 7, respectively, restricted shares, were excluded from the calculation of diluted net income per share, as the result would have been anti-dilutive. The Company had contingently issuable performance awards outstanding that did not meet the performance conditions as of year ended December 31, 2023, 2022, and 2021, therefore, were excluded from the calculation of diluted net income per common share for the year ended December 31, 2023, 2022, and 2021. The maximum number of potentially dilutive shares that could be issued upon vesting for these performance awards was approximately 70, 66, and 17, respectively, as of December 31, 2023, 2022, and 2021, respectively. These amounts were also excluded from the computation of weighted average potentially dilutive securities.
Note M -L – Derivative Instruments
The Company uses derivative instruments, specifically, forward foreign exchange contracts, to manage the risk associated with the volatility of future cash flows. The foreign exchange contracts are used to mitigate the impact of exchange rate fluctuations on certain forecasted purchases of inventory and are designated as cash flow hedging instruments. As of December 31, 2020,2023, the Company's entire net forward contracts hedging portfolio consisted of a notional amount of $30,203,$105,602, with current maturity dates ranging from January 2024 to December 2024 and the fair value included on the Consolidated Balance Sheets in other current assets of $708 and other current liabilities of $997.$1,904. For the twelve months ended December 31, 2020, the Company's hedging activities were considered ineffective due to COVID-19,2023 and thus, gains of $176 related to ineffectiveness from hedging activities were recognized in the Consolidated Statements of (Loss)/Income during the first quarter of 2020. As of December 31, 2019,2022, the Company's hedging activities were considered effective, and, thus, no ineffectiveness from hedging activities was recognized in the Consolidated Statements of Income. The following table presentsIncome during the pre-tax amounts from derivative instruments affecting incomeyear. These gains and other comprehensive income ("OCI") for the years ended December 31, 2020, 2019 and 2018, respectively:

Cash Flow Hedges
Forward Contracts:Location of Gain or Loss Recognized in Net Income on DerivativeGain/(Loss) Recognized in Accumulated OCIGain/(Loss) Reclassified into Income From Accumulated OCI
2020Cost of Sales$(997)$(89)
2019Cost of Sales(454)(10)
2018Cost of Sales748 (39)

Note N - Leases
During the first quarter 2019, the Company adopted ASU No. 2016-02, “Leases (Topic 842),” which requires leases with durations greater than twelve months to belosses are recognized in cost of sales on the balance sheet. The Company adopted the standard using the modified retrospective approach with an effective date asConsolidated Statements of January 1, 2019. Upon adoption the Company recorded $194,100 of right-of-use asset and $209,000 of lease liabilities.
The Company elected the package of three practical expedients. As such, the Company did not reassess whether expired or existing contracts are or contain a lease and did not need to reassess the lease classifications or reassess the initial direct costs associated with expired or existing leases. The Company did not elect the hindsight practical expedient or the land easement practical expedient, neither of which are applicable to the Company. In addition, the Company has elected to take the practical expedient to not separate lease and non-lease components for all asset classes.

The Company leases office space, sample production space, warehouses, showrooms, storage and retail stores under operating leases. The Company’s portfolio of leases is primarily related to real estate. Because most of its leases do not provide a readily determinable implicit rate, the Company estimated its incremental borrowing rate to discount the lease payments based on information available at lease commencement.

Certain of the leases for the Company’s retail store facilities provide for variable lease payments based on future sales volumes at the leased location, which are not measurable at the inception of the lease and are therefore not included in the measurement of the right-of-use assets and lease liabilities. Under ASC 842, these variable lease costs are expensed as incurred.

As a result of the effects of the COVID-19 pandemic, during the third quarter of 2020, the Company executed amendments to certain leases in its existing operating lease portfolio, which included changes to rental payments either to be fully or partially based on the future sales volumes at the leased location. The Company considered these concessions in accordance with the FASB Staff Q&A—Topic 842 and Topic 840: Accounting For Lease Concessions Related to the Effects of the COVID-19 Pandemic (the “Lease Modification Q&A”), and determined that the concessions resulted in the total payments required by the modified contract being substantially the same as or less than total payments required by the original contract consistent with how they would be accounted for as though enforceable rights and obligations for those concessions existed in the originalIncome.
F-29


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)
contract. Consequently, the Company elected to account for these concessions as if they were contemplated in the enforceable rights and obligations of the existing contract. Please see Note S for further information.

The Company made payments amounting to $12,064 for COVID-19 lease amendments during the year ended December 31, 2020, which are included in variable lease costs.

Lease right-of-use assets, along with other long-lived assets, are evaluated for impairment whenever events or changes in circumstances indicate that the carrying amount of an asset or asset group may not be recoverable. Due to the impact of the COVID-19 pandemic on the Company’s operations and the decline in the retail real estate market, the Company identified indicators of impairment for long-lived assets at certain of its retail stores. For such stores, the Company performed a recoverability test, comparing estimated undiscounted cash flows to the carrying value of the related long-lived assets. When the carrying value was more than the estimated undiscounted cash flows, the Company wrote the assets down to their fair value. Fair values of the long-lived assets were estimated using an income approach based on management’s forecast of future cash flows derived from continued retail operations and the fair values of individual operating lease assets were determined using estimated market rental rates. Significant estimates are used in determining future cash flows of each store over its remaining lease term, including the Company's expectations of future projected cash flows. An impairment loss is recorded if the carrying amount of the long-lived asset group exceeds its fair value. As a result, the Company recorded impairment charges of $22,183 related to store lease right-of-use assets for the year ended December 31, 2020. The impairment charges were recorded in operating expenses in the Retail segment.

Lease Position
The table below presents the lease-related assets and liabilities recorded on the balance sheet as of December 31, 2020:
Classification on the Balance SheetDecember 31, 2020December 31, 2019
Assets
Noncurrent (1) (2)
Operating lease right-of-use asset$101,379 $155,700 
Liabilities
CurrentOperating leases - current portion$34,257 $38,624 
NoncurrentOperating leases - long-term portion98,592 133,172 
Total operating lease liabilities$132,849 $171,796 
Weighted-average remaining lease term5.0 years5.5 years
Weighted-average discount rate4.3 %4.4 %
(1) During the year ended December 31, 2020, the Company recorded pre-tax impairment charges related to the right-of-use assets of $22,183.

(2) During the third quarter of 2019, the Company recorded a pre-tax charge related to the right-of-use asset of $1,883.

Lease Costs
 The table below presents certain information related to lease costs for the years ended December 31, 2020 and 2019:
Years Ended December 31,
20202019
Operating lease cost$42,368 $48,387 
Variable lease cost (1)
13,412 172 
Short-term lease cost238 239 
Less: sublease income562 644 
Total lease cost$55,456 $48,154 
(1) The Company has incurred lease modification expenses of $12,064, which have been included in variable lease costs for the year ended December 31, 2020.
F-30


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)


Other Information

The table below presents supplemental cash flow information related to leases for the years ended December 31, 2020 and 2019:
Years Ended December 31,
20202019
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases$43,582 $46,324 

Years Ended December 31,
20202019
Noncash transactions:
Right-of-use asset obtained in exchange for new operating lease liabilities$2,746 $
Right-of-use asset amortization expense$38,228 $36,170 

Undiscounted Cash Flows
The table below reconciles the undiscounted cash flows for each of the first five years and total of the remaining years to the lease liabilities recorded on the balance sheet as of December 31, 2020:

2021$39,700 
202230,905 
202322,407 
202418,128 
202514,794 
Thereafter21,955 
Total minimum lease payments147,889 
Less: interest15,040 
Present value of lease liabilities$132,849 

A majority of the retail store leases provide for contingent rental payments if gross sales exceed certain targets. In addition, many of the leases contain rent escalation clauses to compensate for increases in operating costs and real estate taxes. Rent expense for the years ended December 31, 2020, 2019 and 2018 was approximately $49,619,$61,283 and $58,332, respectively. Included in such amounts are contingent rents of $46, $138 and $516 in 2020, 2019 and 2018, respectively.

Rent expense is calculated by amortizing total base rental payments (net of any rental abatements, construction allowances and other rental concessions), on a straight-line basis, over the lease term.

F-31F-25


STEVEN MADDEN, LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note M – Leases
The following table presents the lease-related assets and liabilities recorded on the Consolidated Balance Sheets as of December 31, 2023 and 2022:
As of December 31,
(in thousands)Classification on the Balance Sheet20232022
Assets
NoncurrentOperating lease right-of-use asset$122,783 $90,264 
Liabilities
CurrentOperating leases - current portion$40,342 $29,499 
NoncurrentOperating leases - long-term portion98,536 79,128 
Total operating lease liabilities$138,878 $108,627 
Weighted-average remaining lease term4.5 years4.6 years
Weighted-average discount rate5.1 %4.4 %
 The following table presents the composition of lease costs during the years ended December 31, 2023, 2022, and 2021:
Years Ended December 31,
(in thousands)202320222021
Operating lease cost$41,539 $33,724 $36,863 
Variable lease cost(1)
4,532 7,753 18,206 
Less: sublease income264 243 321 
Total lease cost$45,807 $41,234 $54,748 
(1) For the year ended December 31, 2021, the Company incurred expenses related to the COVID-19 lease amendments of $9,505, which were included in variable lease cost. There were no lease amendments for the years ended December 31, 2023 and 2022.
The Company recorded impairment charges of $1,023 related to lease right-of-use assets for the year ended December 31, 2021. These impairment charges were recorded in the Direct-to-Consumer and Wholesale Accessories/Apparel segments. No such impairment charges were recorded in 2023 and 2022.
The following table presents supplemental cash and non-cash information related to the Company's operating leases during the years ended December 31, 2023 and 2022:
Years Ended December 31,
(in thousands)20232022
Cash paid for amounts included in the measurement of lease liabilities
Operating cash flows used for operating leases$44,577 $39,136 
Noncash transactions:
Right-of-use asset obtained in exchange for new operating lease liabilities$70,465 $36,450 
Right-of-use asset amortization expense(1)
$37,851 $31,693 
(1) Included in "Leases and other liabilities" in the Consolidated Statement of Cash Flows.

Notes to Consolidated Financial Statements
F-26


STEVEN MADDEN, LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Future Minimum Lease Payments
The following table presents future minimum lease payments for each of the first five years and the total for the remaining years:
(in thousands)As of
December 31, 2023
2024$43,730 
202537,935 
202628,696 
202718,558 
202811,848 
Thereafter16,497 
Total minimum lease payments157,264 
Less: interest18,386 
Total lease liabilities$138,878 
Rent expense for the years ended December 31, 2020, 20192023, 2022, and 20182021 was approximately $53,713, $49,321, and $47,179, respectively.
($ in thousands, except share and per share data)
Note O -N – Income Taxes

The components of (loss)/income before income taxes arewere as follows:

202020192018
Domestic$(63,025)$119,166 $121,674 
Foreign33,040 62,060 55,666 
$(29,985)$181,226 $177,340 


Years Ended December 31,
(in thousands)202320222021
Domestic$131,343 $188,265 $171,297 
Foreign89,271 94,055 70,771 
$220,614 $282,320 $242,068 
The components of (benefit)/provision for income taxes were as follows:
Years Ended December 31,
(in thousands)202320222021
Current:
Federal$18,491 $36,983 $32,983 
State and local3,594 6,057 3,711 
Foreign18,449 18,462 11,635 
40,534 61,502 48,329 
Deferred:
Federal5,229 2,705 (1,402)
State and local682 466 1,888 
Foreign194 430 794 
6,105 3,601 1,280 
$46,639 $65,103 $49,609 
F-27


202020192018
Current:
Federal$(10,764)$18,655 $32,880 
State and local(545)3,765 5,012 
Foreign7,958 11,940 11,771 
(3,351)34,360 49,663 
Deferred:
Federal(4,940)2,309 (2,489)
State and local(2,962)1,343 (200)
Foreign(451)1,492 (133)
(8,353)5,144 (2,822)
$(11,704)$39,504 $46,841 
STEVEN MADDEN, LTD. AND SUBSIDIARIES

NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
A reconciliation between income taxes computed at the federal statutory rate and the effective tax rate is as follows:
December 31,
202020192018
Income taxes at federal statutory rate21.0 %21.0 %21.0 %
Effects of foreign operations10.3 (0.1)(0.7)
Stock-based compensation11.8 (3.4)(2.1)
State and local income taxes - net of federal income tax benefit12.9 2.3 2.4 
Nondeductible items(0.4)0.7 0.1 
Impact of tax reform14.0 2.0 
Global intangible low-taxed income ("GILTI")(18.2)— — 
Valuation allowance(9.3)0.6 0.4 
Prepaid tax adjustment related to prior years0 3.8 
Other(3.1)0.7 (0.5)
Effective tax rate39.0 %21.8 %26.4 %

Years Ended December 31,
(in thousands)202320222021
Income taxes at federal statutory rate21.0 %21.0 %21.0 %
Effects of foreign operations0.4 (0.2)(0.8)
Stock-based compensation(1.8)(0.5)(2.4)
State and local income taxes - net of federal income tax benefit1.9 2.0 2.1 
Nondeductible items0.3 0.5 1.2 
Valuation allowance(0.1)0.1 (0.5)
Other(0.6)0.2 (0.1)
Effective tax rate21.1 %23.1 %20.5 %
The primary changes between the Company’s effective tax rate for the year ended December 31, 20202023 and 20192022 are due to the year-over-year benefit resulting from the exercising and vesting of share-based awards, an increase ina higher tax benefit related to a net operating loss carryback claim set forth by the Coronavirus Aid, Relief,equity-based awards and Economic Security Act (the “CARES Act”), an
F-32


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)
increase in the GILTI tax, a decrease in pre-tax income in jurisdictions with higher tax rates. The primary changes between the state taxes incurred,Company’s effective tax rate for the year ended December 31, 2022, and 2021 are due to a lower tax benefit related to equity-based awards and an increase in pre-tax lossesincome in jurisdictions with higher tax rates.
The components of deferred tax assets and liabilities arewere as follows:
December 31,
20202019
Deferred tax assets
Receivable allowances$5,226 $8,537 
Inventory4,681 3,247 
Accrued expenses1,109 1,453 
Deferred compensation7,418 8,643 
Net operating loss carryforwards9,987 7,531 
Lease liability31,975 41,382 
Other1,345 493 
Gross deferred tax assets before valuation allowance61,741 71,286 
Less: valuation allowance(4,968)(2,230)
Gross deferred tax assets after valuation allowance56,773 69,056 
Deferred tax liabilities
Depreciation and amortization(13,744)(17,532)
Unremitted earnings of foreign subsidiaries(2,964)(3,025)
Right-of-use asset(24,211)(37,248)
Amortization of goodwill(7,665)(7,682)
Indefinite-lived intangibles(5,336)(9,446)
Gross deferred tax liabilities(53,920)(74,933)
Net deferred tax assets/(liabilities)$2,853 $(5,877)

As of December 31,
(in thousands)20232022
Deferred tax assets
Receivable allowances$7,087 $7,049 
Inventory7,780 8,367 
Accrued expenses343 315 
Deferred compensation3,468 6,461 
Net operating loss carryforwards5,393 5,685 
Lease liability33,232 26,038 
Other2,332 1,042 
Gross deferred tax assets before valuation allowance59,635 54,957 
Less: valuation allowance3,715 3,948 
Gross deferred tax assets after valuation allowance55,920 51,009 
Deferred tax liabilities
Depreciation and amortization(22,648)(16,704)
Unremitted earnings of foreign subsidiaries(2,917)(2,599)
Right-of-use asset(29,290)(21,621)
Amortization of goodwill(7,613)(7,599)
Indefinite-lived intangibles(1,449)(4,654)
Gross deferred tax liabilities(63,917)(53,177)
Net deferred tax liabilities$(7,997)$(2,168)
The Company applies the asset and liability method of accounting for income taxes. Under this method, deferred tax assets and liabilities are determined based on differences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that are expected to be in effect when the differences are expected to reverse.

The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversal of deferred tax liabilities (including the impact of available carryback and carryforward periods), projected future taxable income, and tax‑planning strategies in making this assessment.
F-28


STEVEN MADDEN, LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
The Company’s increasedecrease in valuation allowance of $2,738$233 is due to a deferred tax asset on an outside basis difference which the Company does not expect to realize, anddecrease of net operating loss deferred tax assets in various foreign subsidiaries, which resulted in an aggregate valuation allowance of $4,968$3,715 for the year ended December 31, 2020.

F-33


STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)
2023.
A reconciliation of the beginning and ending amount of unrecognized tax benefits iswere as follows:

December 31,
202020192018
Beginning Balance$1,150 $1,511 $361 
Additions for tax positions of prior years1,145 
Additions related to current period tax positions0 1,150 
Reductions for tax positions of prior years0 (361)
Ending Balance$2,295 $1,150 $1,511 

Years Ended December 31,
(in thousands)202320222021
Beginning Balance$1,145 $1,145 $2,295 
Additions for tax positions of prior years — — 
Reductions for tax positions of prior years(907)— (1,150)
Ending Balance$238 $1,145 $1,145 
For the years ended December 31, 2020, 20192023, 2022, and 20182021 the total amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate is approximately $2,295, $1,150$238, $1,145, and $1,511,$1,145, in the aggregate, respectively. The Company recognizes interest and penalties, if any, related to unrecognized tax benefits in income tax expense. Accrued interest and penalties on unrecognized tax benefits and interest and penalty expense was immaterial to the consolidated financial statements for all periods presented. TheIt is reasonably possible that the unrecognized tax benefits are not expected to materially changewill decrease in the next twelve months.

The Company files income tax returns in the U.S., for federal, state, and local purposes, and in certain other foreign jurisdictions. The Company's tax years 2017 through 2020 remain open to examination by most taxing authorities. During 2017, the U.S. Internal Revenue Service completed its audit of the Company's 2014 U.S. income tax return.

The Company’s consolidated financial statements provide for any related tax liability on amounts that may be repatriated from foreign operations, aside from undistributed earnings of certain of the Company’s foreign subsidiaries that are intended to be indefinitely reinvested in operations outside the U.S. The deferred tax liability of $2,964$2,917 at December 31, 20202023 reflects the withholding tax on amounts that may be repatriated from foreign operations.

In response toOn August 16, 2022, the COVID-19 pandemic, the CARESInflation Reduction Act of 2022 (“IRA”) was signed into law, on March 27, 2020, which includes significantcontains certain revisions to the Internal Revenue Code, including a 15% corporate minimum income tax and payrollfor tax provisions aimed at providing economic relief. The Company received or expects toyears beginning after December 31, 2022. While the 15% corporate minimum income tax has no effect on the Company’s results of operations in the near term, we will continue to receiveevaluate its impact as further information becomes available. The Inflation reduction Act also assesses a 1% excise tax on repurchases of corporate incomestock which will continue to impact the Company’s stock repurchases.
The Organization for Economic Cooperation and Development (“OECD”) has proposed to enact a global minimum tax benefitrate of at least 15% for large multinational companies beginning in 2024 (“Pillar Two”). Under Pillar Two, a top-up tax will be required for any jurisdiction whose effective tax rate falls below the 15% global minimum rate. Additionally, the OECD issued administrative guidance providing transition and safe harbor rules around the implementation of the Pillar Two global minimum tax. Under the safe harbor, companies would be excluded from Pillar Two requirements provided certain criteria are met. Based on preliminary analysis, the enactment of Pillar Two legislation is not expected to have a material effect on the net operating loss carryback provision set forth by the CARES act, as well as favorable cash flow benefits related to the employee retention credit, employer payroll tax deferral, and accelerated depreciation related to qualified improvement property.Company’s financial position. The Company will continue to assessmonitor and reflect the impact of the CARES Act and other COVID-19 related incentives.

such legislative changes in future periods, as appropriate.
Note PO – Commitments, Contingencies, and Other


[1]Legal Proceedings:

In the ordinary course of business, the Company has various pending cases involving contractual disputes, employee-related matters, distribution matters, product liability claims, trademarkintellectual property infringement, and other matters. In the opinion of management, after consulting with legal counsel, the liabilities, if any, resulting from these legal proceedingsmatters should not have a material impacteffect on the Company's financial condition,position, or results of operations or cash flows.operations. It is the policy of management to disclose the amount or range of reasonably possible losses in excess of recorded amounts.amounts or cash flows.

Letters of Credit:
[2]Employment agreements:

Edward R. Rosenfeld. OnAs of December 31, 2018,2023, the Company entered into a new employment agreement with Edward R. Rosenfeld, the Chief Executive Officer and the Chairmanhad $504 in letters of the Board of Directors of the Company,credit outstanding unrelated to replace an existing employment agreement that expired on that date. The agreement, which expires on December 31, 2021, provides for an annual salary of approximately $1,042 for the period from January 1, 2021 through December 31, 2021. In addition, pursuant to his new employment agreement, on December 31, 2018, Mr. Rosenfeld received a grant of 87,500 shares of the Company's common stock subject to certain restrictions and, on February 1, 2019, Mr. Rosenfeld received an additional grant of 87,500 shares of the Company's common stock also subject to certainCredit Agreement.
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STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
restrictions. The restricted shares received by Mr. Rosenfeld on December 31, 2018 and February 1, 2019 were issued under the Company's 2006 Stock Incentive Plan, as amended, and vest in equal annual installments over a five-year period that commenced on December 1, 2019 and February 1, 2020, respectively. On March 16, 2020, Mr. Rosenfeld received a grant of 108,030 shares of the Company’s common stock under the 2019 Incentive Compensation Plan, which vest in five equal annual installments of 21,606 shares commencing on March 1, 2021. Additional compensation and bonuses, if any, are at the sole discretion of the Company's Board of Directors.License agreements:

Steven Madden. On January 3, 2012, the Company and its Creative and Design Chief, Steven Madden, entered into an amendment, dated as of December 31, 2011, to Mr. Madden’s existing employment agreement with the Company. The amended agreement, which extended the term of Mr. Madden's employment through December 31, 2023, provides for a base salary of approximately $7,026 per annum for the period between January 1, 2016 and December 31, 2023. Pursuant to the amended agreement, on February 8, 2012, Mr. Madden was granted 2,194,586 restricted shares of the Company’s common stock at the then market price of $18.23, which vest in equal annual installments over a seven-year period commencing on December 31, 2017 and, thereafter, on each December 31 through December 31, 2023, subject to Mr. Madden’s continued employment on each such vesting date. Also under the amended agreement, Mr. Madden received the right, exercisable on certain specified dates in fiscal year 2012 only, to elect to receive a grant of restricted stock for a number of shares of the Company’s common stock valued at $40,000 in consideration for certain specified reductions in his annual base salary in years subsequent to 2012. Mr. Madden exercised this right, and on July 3, 2012, he was granted 2,840,013 restricted shares of the Company's common stock at the then market price of $14.09, which shares vest in equal annual installments over a six-year period commencing on December 31, 2018. Further, in addition to the opportunity for cash bonuses at the sole discretion of the Board of Directors, Mr. Madden’s amended agreement entitles him to an annual life insurance premium payment as well as an annual stock option grant. The amended agreement also provided Mr. Madden the potential for an additional one-time stock option award for 1,125,000 shares of the Company’s common stock (the “EPS Option”) in the event that the Company achieves earnings per share on a fully-diluted basis equal to $1.33 as to any fiscal year ending December 31, 2015 or thereafter, which performance criteria was achieved for the fiscal year ended December 31, 2016. As such, on March 1, 2017, Mr. Madden was granted the EPS Option at an exercise price of $24.90 per share. The EPS Option vests in equal annual installments over a five-year period commencing on the first anniversary of the grant date. On March 25, 2019, the Company and Mr. Madden, entered into an amendment to Mr. Madden's existing employment agreement with the Company. The amended agreement extends the term of Mr. Madden's employment for three years through December 31, 2026. Pursuant to the amended agreement, on March 25, 2019 Mr. Madden was granted 200,000 restricted shares of the Company's common stock. The restricted stock award will vest in three nearly equal annual installments commencing on December 31, 2024.

On August 19, 2019, pursuant to his employment agreement with the Company, Mr. Madden was granted an option to purchase 225,000 shares of the Company's common stock at an exercise price of $30.14 per share, which option vested in four equal installments on November 19, 2019, February 19, 2020, May 19, 2020 and June 30, 2020.

On June 30, 2020, pursuant to his employment agreement with the Company, Mr. Madden was granted an option to purchase 225,000 shares of the Company's common stock at an exercise price of $24.83 per share, which option vests in four equal quarterly installments commencing on September 30, 2020 and ending on June 30, 2021.

Zine Mazouzi. On December 8, 2020, the Company named Zine Mazouzi its Chief Financial Officer, replacing Arvind Dharia, whose employment agreement ended December 31, 2020. The agreement, which went into effect on January 1, 2021, remains in effect through December 31, 2023. Mr. Mazouzi's agreement provides for an annual salary of $550 in 2021, $575 in 2022 and $600 in 2023. In addition, pursuant to his employment agreement, on January 4, 2021, Mr. Mazouzi was granted 29,155 restricted shares of the Company's common stock under the Company's 2019 Incentive Compensation Plan. The restricted shares vest in five equal annual installments commencing on January 4, 2022. The agreement provides to Mr. Mazouzi the opportunity for an annual performance-based bonus for the fiscal years ended December 31, 2021, 2022 and 2023.

Amelia Newton Varela. On December 27, 2019, the Company entered into a new employment agreement with Amelia Newton Varela, the Company’s President and a member its Board of Directors, to replace an existing employment agreement that expired on December 31, 2019. The agreement, which remains in effect through December 31, 2022,
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STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)
provides for an annual salary of $725 in 2021 and $750 in 2022. In addition, pursuant to her new employment agreement, on January 2, 2020, Ms. Varela was granted 27,000 restricted shares of the Company's common stock under the Company's 2019 Incentive Compensation Plan. The restricted shares vest in five equal annual installments commencing on January 2, 2021. The agreement provides to Ms. Varela the opportunity for an annual performance-based bonus for the fiscal years ended December 31, 2020, 2021 and 2022.

The Company and Ms. Varela entered into an amendment to her employment agreement, dated February 25, 2021. The amendment set a cap on bonuses payable to Ms. Varela based on our financial performance in 2021 and 2022 of $450. In addition, the Company issued 26,350 restricted shares of common stock to Ms. Varela on March 1, 2021. All of the other terms and provisions of Ms. Varela's 2019 agreement remain in full force and effect.

Awadhesh Sinha. On December 27, 2019, the Company entered into a new employment agreement with Awadhesh Sinha, the Company's Chief Operating Officer, to replace an existing employment agreement that expired on December 31, 2019. The new agreement, which remains in effect through December 31, 2021, provides for an annual salary of $767 in 2021 and provides to Mr. Sinha the opportunity for annual cash and share-based incentive bonuses. In addition, pursuant to his new employment agreement, on January 2, 2020, Mr. Sinha received a grant of 11,598 shares of the Company's common stock subject to certain restrictions. The restricted shares received by Mr. Sinha were issued under the Company's 2019 Incentive Compensation Plan and vest in equal annual installments over a two-year period on each of December 15, 2020 and December 15, 2021.

The Company and Mr. Sinha entered into an amendment to his employment agreement, dated February 25, 2021. This amendment extends the term of Mr. Sinha’s employment with the Company through December 31, 2023. Under this amendment, Mr. Sinha will be required to devote not more than four days per week to his duties as Chief Operating Officer beginning on January 1, 2022, and on January 1, 2023, he will become a Senior Advisor to the Company and will be required to devote not more than two days per week to such executive-level duties as are reasonably assigned to him by our Chief Executive Officer. The amendment (i) provides that Mr. Sinha’s base compensation will be $500 for calendar year 2022 and $300 for calendar year 2023, (ii) his bonus based on our financial performance in 2021 will be capped at $450, (iii) his bonus based on our financial performance in 2022 will be capped at $200, and (iv) he will not be entitled to a performance bonus for 2023. All of the other terms and provisions of Mr. Sinha's 2019 agreement remain in full force and effect.

Karla Frieders. On May 11, 2020, the Company entered into a new employment agreement with Karla Frieders, the Company’s Chief Merchandising Officer, to replace an existing employment agreement which expired on April 30, 2020. The agreement, which remains in effect through April 30, 2023, provides to Ms. Frieders an annual salary of $590 for the period commencing on May 1, 2020 and ending on April 30, 2023 and an annual performance-based bonus for the fiscal years ending December 31, 2020, 2021 and 2022 in an amount to be determined at the discretion of the Company. In addition, pursuant to her new employment agreement, on May 11, 2020, Ms. Frieders received a grant of 32,758 shares of the Company's common stock subject to certain restrictions. The restricted shares received by Ms. Frieders were issued under the Company's 2019 Incentive Compensation Plan and vest in equal annual installments over a five-year period commencing on May 1, 2021 and ending on May 1, 2025.

[3]Letters of credit:

At December 31, 2020, the Company had $188 open letters of credit for the purchase of inventory.

[4]License agreements:

In January 2018, the Company entered into a license agreement with Nine West Development LLC, subsequently acquired by WHP Global, for the right to manufacture, market, and sell women's fashion footwear and handbags under the Anne Klein®Klein®, AK Sport®Sport®, AK Anne Klein Sport®Sport®, and the Lion Head Design®Design® trademarks. The agreement, unless extended, expiresexpired on June 30, 2023. The agreement requires that the Company pay the licensor a royalty equal to a percentage of net salesrevenues and a minimum royalty in the event that specified net salesrevenues targets are not achieved.

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STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes In 2022, the Company entered into its second amendment to Consolidated Financial Statements
extend the term of this license agreement through December 31, 2020, 2019 and 20182026.
($ in thousands, except share and per share data)
On February 9, 2011, the Company entered into a license agreement with Basic Properties America Inc. and BasicNet S.p.A, under which the Company has the right to use the Superga®Superga® trademark in connection with the sale and marketing of women's footwear. The agreement requires the Company to pay the licensor a royalty equal to a percentage of net salesrevenues and a minimum royalty in the event that specified net salesrevenues targets are not achieved. The agreementSuperga license was amended on April 11, 2013 to extend the termterminated as of the agreement through December 31, 2022.

Future minimum royalty payments under all of the Company's license agreements are $8,350$6,000 for 20212024 and $11,875$12,000 for 20222025 through 2023.2026. Royalty expenses are included in the “costcost of goods” section ofsales on the Company's Consolidated Statements of (Loss)/Income.

[5]Concentrations:
The Company maintains cash and cash equivalents with various major financial institutions, which at times are in excess of the amount insured.

During the year ended December 31, 2020,2023, 2022, and 2021, the Company did not purchase more than 10% of its merchandise from any single supplier. Total product purchases from vendors located in China for the year ended December 31, 20202023, 2022, and 2021, were 79%, 78%.

During the year ended December 31, 2019, the Company did not purchase more than 10% of its merchandise from any single supplier. Total product purchases from vendors located in China for the year ended December 31, 2019 were 88%.

During the year ended December 31, 2018, the Company did not purchase more than 10% of its merchandise from any single supplier. Total product purchases from vendors located in China for the year ended December 31, 2018 were approximately 94%.

, and 78%, respectively.
For the year ended December 31, 2020, sales to Walmart Inc. represented approximately 13.9%2023, the Company did not have any customers who accounted for more than 10% of total revenue. At December 31, 2020, Walmart Inc. represented 19.0%2023, three customers accounted for 16.1%, 12.7%, and 12.4% of total accounts receivable, Target Corporation represented 14.9%receivable. The Company did not have any other customers who accounted for more than 10% of total accounts receivable, Ross Stores, Inc. represented 11.8%receivable.
For the year ended December 31, 2022, the Company did not have any customers who accounted for more than 10% of total revenue. At December 31, 2022, three customers accounted for 20.6%, 16.2%, and 11.1% of total accounts receivable,receivable. The TJX Companies, Inc. represented 11.7%Company did not have any other customers who accounted for more than 10% of total accounts receivablereceivable.
At December 31, 2021, two customers represented approximately 14.0% and Nordstrom, Inc. represented 10.3%10.6% of total revenue. At December 31, 2021, the same two customers accounted for 19.3% and 18.1% of total accounts receivable. The Company did not have any other customers who accounted for more than 10% of total revenue or any other customers who accounted for more than 10% of total accounts receivable.
At December 31, 2019, sales to Walmart Inc. represented approximately 11.9% of total revenue. At December 31, 2019, Walmart Inc. represented 17.9% of total accounts receivable, Target Corporation represented 13.6% of total accounts receivable and Nordstrom, Inc. represented 10.6% of total accounts receivable. The Company did not have any other customers who accounted for more than 10% of total revenue or any other customers who accounted for more than 10% of total accounts receivable.

At December 31, 2018, sales to Walmart Inc. represented approximately 17.6% of total accounts receivable, Target Corporation represented 13.8% of total accounts receivable and Nordstrom, Inc. represented 10.6% of total accounts receivable. The Company did not have any other customers who accounted for more than 10% of total net revenue or any other customers who accounted for more than 10% of total accounts receivable.

Purchases are made primarily in United States dollars.

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STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)
[6]Valuation and qualifying accounts:

The following is a summary of markdown and chargeback allowances, allowance for doubtful accounts related to accounts receivable and deferred tax asset valuation allowance:

Balance at Beginning of YearAdditionsDeductionsBalance at End of Year
Year ended December 31, 2020
Markdown and chargeback allowances$34,207 $30,508 $45,883 $18,832 
Allowance for doubtful accounts11,066 1,405 3,528 8,943 
Deferred tax asset valuation allowance2,230 2,738  4,968 
Total$47,503 $34,651 $49,411 $32,743 
Year ended December 31, 2019
Markdown and chargeback allowances$31,357 $90,031 $87,181 $34,207 
Allowance for doubtful accounts10,849 679 462 11,066 
Deferred tax asset valuation allowance649 1,581 — 2,230 
Total$42,855 $92,291 $87,643 $47,503 
Year ended December 31, 2018
Markdown and chargeback allowances$26,213 $86,463 $81,319 $31,357 
Allowance for doubtful accounts616 10,887 654 10,849 
Deferred tax asset valuation allowance649 — 649 
Total$26,829 $97,999 $81,973 $42,855 

Note Q – Operating Segment Information

The Company operates the following operating segments, which are presented as reportable segments: Wholesale Footwear, Wholesale Accessories/Apparel, Retail, First Cost and Licensing. The Wholesale Footwear segment, through sales to department stores, mid-tier retailers, mass market merchants, online retailers and specialty stores, derives revenue, both domestically and internationally, from sales of branded and private label women’s, men’s, girls’ and children’s footwear. The Wholesale Accessories/Apparel segment, which includes branded and private label handbags, apparel, belts and small leather goods as well as cold weather and selected other fashion accessories, derives revenue, both domestically and internationally, from sales to department stores, mid-tier retailers, mass market merchants, online retailers and specialty stores. The Company's Wholesale Footwear and Wholesale Accessories/Apparel segments derive revenue from certain countries in Asia, Europe, North America, and Africa and, under special distribution arrangements, in Australia, the Middle East, India, South and Central America, New Zealand, Southeast Asia and pursuant to a partnership agreement in Singapore. The Retail segment, through the operation of Company-owned retail stores in the United States, Canada and Mexico, the Company's joint ventures in South Africa, China, Taiwan and Israel and its websites, derives revenue from sales of branded women’s, men’s and children’s footwear, accessories, apparel and licensed products to consumers. The First Cost segment represents activities of a subsidiary that earns commissions and design fees for serving as a buying agent of footwear products to mass-merchants, mid-tier department stores and other retailers with respect to their purchase of footwear. In the Licensing segment, the Company generates revenue by licensing its Steve Madden®, Steven by Steve Madden® and Madden Girl® trademarks and other trademark rights for use in connection with the manufacture, marketing and sale of eyewear, outerwear, hosiery, activewear, sleepwear, jewelry, watches, hair accessories, umbrellas, bedding, luggage and fragrance. In addition, this segment licenses the Betsey Johnson® trademark for use in connection with the manufacture, marketing and sale of women's and children's apparel, hosiery, outerwear, sleepwear, activewear, jewelry, watches, bedding, luggage, umbrellas and household goods. The Licensing segment also licenses the Dolce Vita® trademark for use in connection with the manufacture, marketing and sale of swimwear.


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STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)
Year endedWholesale FootwearWholesale Accessories/ApparelTotal WholesaleRetailFirst CostLicensingConsolidated
December 31, 2020
Total revenue$713,662 $235,892 $949,554 $239,389 $3,902 $8,969 $1,201,814 
Gross profit226,556 70,908 297,464 154,206 3,902 8,969 464,541 
Income/(loss) from operations47,854 (17,496)30,358 (69,248)1,507 5,778 (31,605)
Depreciation and amortization6,763 2,586 9,349 7,447 564 0 17,360 
Segment assets812,654 111,621 924,275 196,019 11,026 6,441 1,137,761 
Capital expenditures3,733 1,427 5,160 1,402 0 0 6,562 
December 31, 2019
Total revenue$1,112,091 $334,862 $1,446,953 $321,182 $7,441 $11,581 $1,787,157 
Gross profit373,587 98,131 471,718 195,277 7,441 11,581 686,017 
Income/(loss) from operations163,482 22,455 185,937 (9,050)(8,177)8,104 176,814 
Depreciation and amortization8,061 3,186 11,247 9,580 510 21,337 
Segment assets868,059 119,231 987,290 275,937 8,979 6,441 1,278,647 
Capital expenditures9,573 3,783 13,356 4,955 18,311 
December 31, 2018
Total revenue$1,058,366 $300,091 $1,358,457 $295,152 $11,226 $12,899 $1,677,734 
Gross profit345,909 91,739 437,648 178,390 11,226 12,899 640,163 
Income/(loss) from operations140,138 27,092 167,230 735 (4,549)9,966 173,382 
Depreciation and amortization8,536 2,274 10,810 10,593 944 135 22,482 
Segment assets774,081 149,644 923,725 114,194 28,210 6,441 1,072,570 
Capital expenditures5,362 1,428 6,790 5,660 12,450 
Revenues by geographic area are as follows:
Year Ended December 31,
202020192018
Domestic (a)$1,054,343 $1,572,045 $1,473,588 
International147,471 215,112 204,146 
Total$1,201,814 $1,787,157 $1,677,734 
(a) Includes revenues of $249,982, $337,028 and $326,635 for the years ended 2020, 2019 and 2018 related to sales to U.S. customers where the title is transferred outside the U.S. and the sale is recorded by our international entities.
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STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)
Note R - Quarterly Results of Operations (unaudited)
The following is a summary of the quarterly results of operations for the years ended December 31, 2020 and 2019:
March 31,June 30,September 30,December 31,
2020:
Net sales$355,684 $141,363 $342,830 $349,066 
Commission and licensing fee income3,484 1,449 4,037 3,901 
Total revenue359,168 142,812 346,867 352,967 
Cost of sales (exclusive of depreciation and amortization)225,704 86,924 206,990 217,655 
Gross profit133,464 55,888 139,877 135,312 
Net (loss)/income attributable to Steven Madden, Ltd.$(17,451)$(16,586)$(6,951)$22,591 
Net (loss)/income per share:
Basic$(0.22)$(0.21)$(0.09)$0.29 
Diluted$(0.22)$(0.21)$(0.09)$0.28 
2019:
Net sales$410,940 $444,974 $497,308 $414,912 
Commission and licensing fee income4,848 4,655 4,806 4,713 
Total revenue415,788 449,629 502,114 419,625 
Cost of sales (exclusive of depreciation and amortization)253,943 279,629 306,277 261,291 
Gross profit161,845 170,000 195,837 158,334 
Net income attributable to Steven Madden, Ltd.$34,525 $36,572 $52,463 $17,751 
Net income per share:
Basic$0.43 $0.46 $0.66 $0.23 
Diluted$0.41 $0.44 $0.63 $0.21 

Becauseeachquarteriscalculatedasadiscreteperiod,thesumofthefourquartersmaynotequalthefull-yearamount as reflected in the Company’s Consolidated Statements of (Loss)/Income.Thisisin accordancewithprescribed reporting requirements.

During the fourth quarter of 2020, the Company recorded an after-tax expense of $3,879 related to payments and a provision for early lease charges and an after-tax charge related to trademark impairments of $1,360. Also during the fourth quarter of 2020, the Company recorded in net income attributable to Steven Madden, Ltd. a tax benefit of $4,191 in connection with the carryback provision of the CARES Act, an after-tax benefit of $932 related to the recovery from the Payless ShoeSource bankruptcy and an after-tax benefit of $930 related to the change in valuation of a contingent considerations.

Note S - Recent Accounting Pronouncements

Recently Adopted

In April 2020, the FASB staff issued Staff Q&A—Topic 842 and Topic 840: Accounting For Lease Concessions Related to theEffectsoftheCOVID-19Pandemic(the“LeaseModificationQ&A”)focusedontheapplicationofleaseaccountingguidanceto lease concessions provided as a result of the COVID-19 global pandemic. The FASB staff indicated that it would beacceptable for entities to elect to not evaluate whether a concession provided by a lessor due to COVID-19 is a leasemodification. Entities making this election can then elect to apply the lease modification guidance in ASC 842 or to account for lease concessions related to the effects of the COVID-19 pandemic consistent with how they would be accounted for as thoughthose concessions existed in the original contract. The election is available for concessions related to the effects of theCOVID-19pandemicthatdonotresultinasubstantialincreaseintherightsofthelessorortheobligationsofthelessee.
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STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)

In accordance with this interpretive guidance, the Company elected to account for lease concessions related to the effects of theCOVID-19pandemicthatresultedinthetotalpaymentsrequiredbythemodifiedcontractbeingsubstantiallythesameasorlessthantotalpaymentsrequiredbytheoriginalcontractconsistentwithhowtheywouldbeaccountedforasthough enforceablerightsandobligationsforthoseconcessionsexisted intheoriginalcontract.

In August 2018, the FASB issued Accounting Standards Update No. 2018-15 (“ASU 2018-15”), “Intangibles-Goodwill and Other-Internal-UseSoftware (Topic 350): Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That is aService Contract.” This new guidance aligns the requirements for capitalizing implementation costs incurred in a hostingarrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtaininternal-use software. ASU 2018-15 was effective January 1, 2020 and did not have any significant impact on the Company’sfinancialposition or resultsof operations.

InAugust2018,theFASBissuedAccountingStandardsUpdateNo.2018-13 (“ASU 2018-13”),“FairValueMeasurement(Topic820):Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement.” This new guidance removescertaindisclosurerequirementsrelatedtothefairvaluehierarchy,modifiesexistingdisclosurerequirementsrelatedtomeasurement uncertainty and adds new disclosure requirements. The new disclosure requirements include disclosing thechanges in unrealized gains and losses for the period included in other comprehensive income for recurring Level 3 fair valuemeasurements held at the end of the reporting period and the range and weighted average of significant unobservable inputsused to develop Level 3 fair value measurements. ASU 2018-13 was effective January 1, 2020 and did not have any significantimpacton theCompany’sfinancialposition or resultsofoperations.

InJune2016,theFASBissuedAccountingStandardsUpdate2016-13("ASU2016-13"),"FinancialInstruments-CreditLosses(Topic326):MeasurementofCreditLossesonFinancialInstruments."ASU2016-13replacestheincurredlossimpairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration ofa broader range of reasonable and supportable information to inform credit loss estimates. ASU 2016-13 was effective January 1,2020anddidnothaveanysignificantimpactontheCompany’sfinancialposition orresultsof operations.

In December 2019, the FASB issued ASU No. 2019-12 (“ASU 2019-12”), Income Taxes (Topic 740): Simplifying the Accounting for IncomeTaxes. This ASU is intended to simplify various aspects related to accounting for income taxes by removing certain exceptionsto the general principles in Topic 740 and clarifying certain aspects of the current guidance to promote consistency amongreporting entities. ASU 2019-12 is effective for annual periods beginning after December 15, 2020 and interim periods withinthose annual periods, with early adoption permitted. An entity that elects early adoption must adopt all the amendments in thesame period. Most amendments within this ASU are required to be applied on a prospective basis, while certain amendmentsmust be applied on a retrospective or modified retrospective basis. On April 1, 2020, the Company early adopted the newstandard,withno impacttoitsconsolidatedfinancialstatementsandrelated disclosures.

Not Yet Adopted

In March 2020, the FASB issued ASU 2020-04 “Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting,” (“ASU No. 2020-04”), which provides practical expedients for contract modifications and certain hedging relationships associated with the transition from reference rates that are expected to be discontinued. This guidance is applicable the Company's borrowing instruments that use LIBOR as a reference rate, and is effective immediately, but is only available through December 31, 2022. The Company is currently evaluating the impact of ASU 2020-04; however, at the current time the Company does not expect that the adoption of this ASU will have a material impact on its condensed consolidated financial statements.

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STEVEN MADDEN, LTD. AND SUBSIDIARIES

Notes to Consolidated Financial Statements
December 31, 2020, 2019 and 2018
($ in thousands, except share and per share data)
Note TP – Credit Agreement

Credit Agreement

On July 22, 2020, the Company entered into a $150,000, secured revolving credit agreement (the(as amended to date, the “Credit Agreement”) with various lenders and Citizens Bank, N.A., as administrative agent (the “Agent”), which replaced the Company’s existing credit facility provided by Rosenthal & Rosenthal, Inc. (“Rosenthal”). The Credit Agreement provides for a revolving credit facility (the “Credit Facility”) scheduled to mature on July 22, 2025. The Company uses the Credit Facility for general corporate purposes.

The initial $150,000 maximum availability under the Credit Facility is subject to a borrowing base calculation consisting of certain eligible accounts receivable, credit card receivables, inventory, and in-transit inventory. Availability under the Credit Facility is reduced by outstanding letters of credit. The Company may from time-to-time increase the maximum availability under the Credit Agreement by up to $100,000 if certain conditions are satisfied.

On March 25, 2022, an amendment to the Credit Agreement (the “Amendment”) replaced the London Interbank Offering Rate (“LIBOR”) with the Bloomberg Short-Term Bank Yield Index (“BSBY”) as the interest rate benchmark. Borrowings under the Credit Agreement generally bear interest at a variable rate equal to a specified margin, which is based upon the average availability under the Credit Facility from time to time, plus, at the Company’s election, (i) LIBORBSBY for the
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applicable interest period or (ii) the base rate. The base rate (which is the highest of (a) the prime rate announced by Citizens Bank, N.A. or its parent company,the Agent, (b) the sum of the federal funds effective rate plus 0.50%, and (c) the sum of the one-month LIBORBSBY rate plus 1%1.00%), plus in each case a. Furthermore, the Amendment reduced the specified margin which is based upon average availabilityused to determine the interest rate under the Credit Facility from timeAgreement and reduced the commitment fee paid by the Company to time.the Agent, for the account of each lender. Additionally, the Amendment reduced the frequency of the Company’s borrowing base reporting requirements when no loans are outstanding. The Amendment also extended the maturity date of the Credit Agreement to March 20, 2027. As amended on April 3, 2023, on October 23, 2023, the Credit Agreement was further amended to accommodate changes made to the Company’s factoring arrangement with CIT pursuant to the Notification Factoring Rider as described in Note Q – Factoring Agreements.

Under the Credit Agreement, the Company must also pay (i) a commitment fee to the Agent, for the account of each lender, which accrues at a rate equal to 0.40%0.25% per annum on the average daily unused amount of the commitment of such lender, (ii) a letter of credit participation fee to the Agent, for the account of each lender, ranging from 2.00%1.25% to 2.50% per annum, based upon average availability under the Credit Facility from time to time, multiplied by the average daily amount available to be drawn under the applicable letter of credit, and (iii) a letter of credit fronting fee to each issuer of a letter of credit under the Credit Agreement, which will accrue at a rate per annum separately agreed upon between the Company and such issuer.

The Credit Agreement contains various restrictions and covenants applicable to the Company and its subsidiaries. Among other requirements, availability under the Credit Facility must, at all times, (i) prior to the occurrence of the permanent borrowing base trigger (as defined in the Credit Agreement), equal or exceed the greater of $22,500 and 15% of the line cap (as defined in the Credit Agreement), and (ii) after the occurrence of the permanent borrowing base trigger, equal or exceed the greater of $15,000 and 10% of the line cap.cap (as defined in the Credit Agreement). Other than this minimum availability requirement, the Credit Agreement does not include any financial maintenance covenants.

The Credit Agreement requires the Company and various subsidiaries of the Company to guarantee each other’s obligations arising from time to time under the Credit Facility, as well as obligations arising in respect of certain cash management and hedging transactions. Subject to customary exceptions and limitations, all borrowings under the Credit Agreement are secured by a lien on all or substantially all of the assets of the Company and each subsidiary guarantor.

The Credit Agreement also contains customary events of default. If an event of default under the Credit Agreement occurs and is continuing, then the Agent may, and at the request of the required lenders shall, terminate the loan commitments under the Credit Agreement, declare any outstanding obligations under the Credit Agreement to be immediately due and payable, or require the Company to adequately cash collateralize outstanding letter of credit obligations. If the Company or, with certain exceptions, a subsidiary becomes the subject of a proceeding under any bankruptcy, insolvency, or similar law, then the loan commitments under the Credit Agreement will automatically terminate, and any outstanding obligations under the Credit Agreement and the cash collateral required under the Credit Agreement for any outstanding letter of credit obligations will become immediately due and payable.

As of December 31, 2020,2023, the Company had no cash borrowings and $188no letters of credit outstanding under the Credit Facility.Agreement.
Note Q – Factoring Agreements
In conjunction with the Credit Agreement described in Note P – Credit Agreement, on July 22, 2020, the Company and certain of its subsidiaries (collectively, the “Madden Entities”) entered into an Amended and Restated Deferred Purchase Factoring Agreement (the “Factoring Agreement”) with Rosenthal & Rosenthal, Inc. ("Rosenthal"). Pursuant to the Factoring Agreement, Rosenthal serves as the collection agent with respect to certain receivables of the Madden Entities and is entitled to receive a base commission of 0.20% of the gross invoice amount of each receivable assigned for collection, plus certain additional fees and expenses, subject to certain minimum annual commissions. Rosenthal will generally assume the credit risk resulting from a customer’s financial inability to make payment of credit-approved receivables, which are classified as Factor Receivables. The initial term of the Factoring Agreement is twelve months, subject to automatic renewal for additional twelve-month periods, and the Factoring Agreement may be terminated at any time by Rosenthal or the Madden Entities on 60 days' notice and upon the occurrence of certain other events. The Madden Entities pledged all of their rights under the Factoring Agreement to the Agent under the Credit Agreement to secure obligations arising under the Credit Agreement.
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On April 3, 2023, in conjunction with a related amendment to the Credit Agreement, the Madden Entities also entered into a Credit Approved Receivables Purchasing Agreement (the “CARPA”) with CIT Group/Commercial Services, Inc. (“CIT”). Pursuant to the CARPA, in addition to Rosenthal, CIT will serve as a non-exclusive collection agent with respect to certain of the Madden Entities’ receivables and will generally assume the credit risk resulting from a customer’s financial inability to make payment with respect to credit approved receivables. Additionally, CIT shall compensate the Madden Entities for 50% of the losses sustained for limiting or revoking a credit line during production for any made-to-order goods that have work-in-progress coverage. For its services, CIT will be entitled to receive (1) a base fee of 0.15% of the gross face amount of each receivable assigned for collection having standard payment terms, (2) certain additional fees for receivables with non-standard payment terms or arising from sales to customers outside of the United States, and (3) reimbursement for certain expenses incurred in connection with the CARPA. The Company, on behalf of the Madden Entities, and CIT may each terminate the CARPA as of the last day of the month occurring one year after the date of the CARPA and at any time thereafter by giving the other party at least 60 days’ notice. CIT may also terminate the CARPA immediately upon the occurrence of certain events. The Madden Entities pledged all of their right, title, and interest in and to monies due and to become due under the CARPA in favor of the Agent to secure obligations arising under or in connection with the Credit Agreement.
On October 23, 2023, the Company and Daniel M. Friedman & Associates, Inc. (“DMFA”), a wholly-owned subsidiary of the Company, entered into a Notification Factoring Rider to the Credit Approved Receivables Purchasing Agreement (“Notification Factoring Rider”) that amended and supplemented the Factoring Agreement, dated April 3, 2023, among the Company, DMFA and certain of the Company’s other subsidiaries party thereto (collectively with the Company, the “Madden Entities”), and added CIT. The Notification Factoring Rider enables certain receivables generated from assets acquired by DMFA from Turn On Products Inc. d/b/a Almost Famous (“Post-Acquisition Receivables”), which assets were acquired by DMFA on October 20, 2023, to be subject to the Factoring Agreement.
The Notification Factoring Rider modifies the Factoring Agreement to require, in respect of certain Post-Acquisition Receivables, payment to CIT of a base fee ranging from 0.10% to 0.20% of the gross face amount of such Post-Acquisition Receivables assigned to CIT for collection. CIT will generally assume the credit risk resulting from a customer’s financial inability to make payment with respect to certain credit approved Post-Acquisition Receivables. The Company or DMFA may terminate the Notification Factoring Rider, separately from the Factoring Agreement, by giving CIT at least 10 days’ prior written notice of termination. As with monies due and to become due under the Factoring Agreement generally, monies due and to become due to the Company and DMFA under the Notification Factoring Rider are pledged in favor of the Agent to secure obligations under or in connection with the Credit Agreement.
Note R – Note Receivable – Related Party
On June 25, 2007, the Company made a loan to Steven Madden, its Founder and Creative and Design Chief and a principal stockholder of the Company, in the amount of $3,000 in order for Mr. Madden to satisfy a personal tax obligation resulting from the exercise of stock options that were due to expire and to retain the underlying Company common stock. The loan, as amended, is secured by non-company securities held in Mr. Madden's brokerage account. The Company agreed to forgive a portion of the note for each year of employment as long as Mr. Madden remained an employee of the Company through December 31, 2023. Accordingly, as of such date, the remaining balance of the note was forgiven by the Company, no amounts remain outstanding, and neither the Company nor Mr. Madden have any outstanding obligations under the note. For the years ended December 31, 2023, 2022, and 2021 the Company recorded a charge in the amount of $409 for each year, respectively, to write-off the required one-tenth of the principal amount of the secured promissory note, which was partially offset by imputed interest income of $8, $16, and $23, respectively.

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STEVEN MADDEN, LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Note S – Operating Segment Information
The Company operates the following operating segments, which are presented as reportable segments: Wholesale Footwear, Wholesale Accessories/Apparel, Direct-to-Consumer, and Licensing. As of January 2023, the Company no longer serves as a buying agent for any of its customers, and as a result no longer reports under the First Cost segment. This change is not considered to have a material or meaningful impact on the Company's operations. Our Wholesale Footwear segment designs, sources, and markets our brands and sells our products to department stores, mass merchants, off-price retailers, shoe chains, online retailers, national chains, specialty retailers, independent stores, and clubs throughout the United States, Canada, Mexico, and Europe, and through our joint ventures and international distributor network. Our Wholesale Accessories/Apparel segment designs, sources, and markets our brands and sells our products to department stores, mass merchants, off-price retailers, online retailers, specialty retailers, independent stores, and clubs throughout the United States, Canada, Mexico, and Europe and through our joint ventures and international distributor network. Our Direct-to-Consumer segment consists of Steve Madden® and Dolce Vita® full-price retail stores, Steve Madden® outlet stores, Steve Madden® concessions in international markets, and our directly-operated digital e-commerce websites. We operate retail locations in regional malls and shopping centers, as well as high streets in major cities across the United States, Canada, Mexico, Europe, Israel, South Africa, Taiwan, China, and the Middle East. Our Licensing segment is engaged in the licensing of the Steve Madden® and Betsey Johnson® trademarks for use in the sale of select apparel, accessory, and home categories as well as various other non-core products.
Our Corporate activities do not constitute a reportable segment and include costs not directly attributable to the segments. These costs are primarily related to expenses associated with corporate executives, corporate finance, corporate social responsibility, legal, human resources, information technology, cyber security, and other shared services.
The Chief Operating Decision Maker does not review asset information by segment; therefore we do not present assets in this note.
(in thousands)Wholesale FootwearWholesale Accessories/ApparelTotal WholesaleDirect-to- ConsumerFirst CostLicensing
Corporate (1)
Consolidated
For the Year Ended December 31, 2023
Total revenue$1,048,448 $416,532 $1,464,980 $506,494 $ $10,108 $ $1,981,582 
Gross profit370,631 135,168 505,799 316,507  10,108  832,414 
Income/(loss) from operations204,950 61,428 266,378 30,160  8,427 (91,743)213,222 
Depreciation and amortization2,452 2,569 5,021 4,590   5,890 15,501 
Capital expenditures2,790 141 2,931 12,061   4,478 19,470 
For the Year Ended December 31, 2022
Total revenue$1,194,890 $394,676 $1,589,566 $521,729 $916 $9,798 $— $2,122,009 
Gross profit431,081 100,085 531,166 331,956 916 9,798 — 873,836 
Income/(loss) from operations264,958 29,775 294,733 67,649 766 7,854 (89,358)281,644 
Depreciation and amortization2,433 9,439 11,872 3,740 — — 4,964 20,576 
Capital expenditures802 277 1,079 6,380 — 8,888 16,351 
For the Year Ended December 31, 2021
Total revenue$1,022,322 $343,675 $1,365,997 $487,906 $2,346 $9,893 $— $1,866,142 
Gross profit345,167 94,675 439,842 315,416 2,346 9,893 — 767,497 
Income/(loss) from operations217,163 26,628 243,791 74,542 1,971 8,108 (84,815)243,597 
Depreciation and amortization2,946 2,769 5,715 3,976 — — 5,517 15,208 
Capital expenditures1,051 807 1,858 1,156 — 3,585 6,608 
(1) Corporate does not constitute a reportable segment and includes costs not directly attributable to the segments. These costs are primarily related to expenses associated with corporate executives, corporate finance, corporate social responsibility, legal, human resources, information technology, cyber security, and other shared services.

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STEVEN MADDEN, LTD. AND SUBSIDIARIES
NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Revenues by geographic area are as follows:
Year Ended December 31,
(in thousands)202320222021
Domestic(1)
$1,601,098 $1,772,711 $1,641,090 
International380,484 349,298 225,052 
Total$1,981,582 $2,122,009 $1,866,142 
(1) Includes revenues of $272,794, $305,437, and $329,934, respectively, for the years ended 2023, 2022, and 2021, respectively, related to sales to U.S. customers where the title is transferred outside the U.S. and the sale is recorded by the Company's international entities.

Note T – Valuation and Qualifying Accounts
(in thousands)Balance at Beginning of YearAdditionsDeductionsBalance at
End of Year
Year ended December 31, 2023
Markdown, chargeback, co-op advertising allowances, and return reserves$25,687 $62,534 $(56,922)$31,299 
Allowance for doubtful accounts7,721 3,557 (6,450)4,828 
Deferred tax asset valuation allowance3,948 432 (665)3,715 
Total$37,356 $66,523 $(64,037)$39,842 
Year ended December 31, 2022
Markdown, chargeback, co-op advertising allowances, and return reserves$28,955 $69,543 $(72,811)$25,687 
Allowance for doubtful accounts12,273 4,946 (9,498)7,721 
Deferred tax asset valuation allowance3,753 250 (55)3,948 
Total$44,981 $74,739 $(82,364)$37,356 
Year ended December 31, 2021
Markdown, chargeback, co-op advertising allowances, and return reserves$18,832 $58,813 $(48,690)$28,955 
Allowance for doubtful accounts8,943 7,172 (3,842)12,273 
Deferred tax asset valuation allowance4,968 229 (1,444)3,753 
Total$32,743 $66,214 $(53,976)$44,981 

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