Net sales from the Wholesale Division accounted for $97,343 or 76%, and $85,998 or 76% of our total net sales for the third quarter of 2008 and 2007, respectively. The increase in net sales was the result of double-digit net sales growth in the Madden Girl, Daniel Friedman, Steven and Womens Divisions. In the Madden Girl Division, a 91% increase in net sales was driven by a deeper market penetration and a strong product performance at retail. A 44% increase in net sales in the Daniel Friedman Division was due to the strong performance of Betsey Johnson handbags and net sales increases in Steve Madden and Steven handbags. A significant reduction in sales allowances resulted in a 15% increase in net sales in our Steven Division. Net Sales increased 14% in our Womens division due to the robust sales of several of our boot styles at retail. In addition, our new Steve Madden’s Fix Division, which began shipping product during the fourth quarter of 2007, contributed net sales of $694. These net sales increases were partially offset by lower sales in the Madden Mens and the Stevies divisions caused by the challenging economic environment.
Gross profit margin remained unchanged at 36% in both the third quarters of 2008 and 2007. In the third quarter of 2008, operating expenses increased slightly to $21,453 from $21,192 in the third quarter last year. As a percentage of sales, operating expenses decreased to 22% in the third quarter of 2008 compared to 25% in the same quarter of 2007. Income from operations for the Wholesale Division increased to $14,280 for the three-month period ended September 30, 2008 compared to $10,671 for the same period of the prior year.
In the third quarter of 2008, net sales from the Retail Division accounted for $30,750 or 24% of our total net sales compared to $27,397 or 24% in the same period last year. We opened six new stores and closed seven under- performing stores during the twelve months ended September 30, 2008. As a result, we had 99 retail stores as of September 30, 2008 compared to 100 stores as of September 30, 2007. The 99 stores in operation on September 30, 2008, include 93 under the Steve Madden brand, five under the Steven brand and one e-commerce website. Comparable store sales (sales of those stores, including the e-commerce website, that were open throughout the third quarters of 2008 and 2007) increased 7.8% in the third quarter of this year primarily due to improved inventory allocation and the strong performance of boots, booties and sandals. The gross margin in the Retail Division remained unchanged at 57% in both the third quarters of 2008 and 2007. In the third quarter of 2008, operating expenses increased to $18,317 from $17,160 in the third quarter last year. This increase is due to the higher operating costs associated with the five free standing street stores opened during the period ended September 30, 2008 when compared with the lower operating costs of the seven mall locations closed during the same period. As a percentage of sales, operating expenses decreased to 59% in the third quarter of 2008 from 62% in the third quarter of last year. Loss from operations for the Retail Division was $675 in the third quarter of this year compared to a loss from operations of $1,434 for the same period in 2007.
The First Cost Division generated income from operations of $4,101 for the three-month period ended September 30, 2008, compared to $3,564 for the comparable period of 2007. The increase was due to the growth in our international business.
Nine Months Ended September 30, 2008 vs. Nine Months Ended September 30, 2007
Consolidated:
Total net sales for the nine-month period ended September 30, 2008 increased by 3% to $337,949 from $328,305 for the comparable period of 2007. Net sales in the Retail Division increased 5% and net sales in the Wholesale Division increased by 2%. During the nine months ended September 30, 2008, gross margin remained unchanged from the same period in 2007 at 41%. Operating expenses increased in the first nine months of this year to $117,097 from $103,922 in the same period last year. $4,921 of this increase is due to the charges related to the resignation of our former Chief Executive Officer and Chairman of the Board in March of this year. Additional expenses associated with our Compo business acquired in the second quarter of last year and our new Steve Madden’s Fix Division which began shipping product in the fourth quarter of last year also contributed to the increase in operating expenses. The additional stores in operation during the first half of this year (which ranged from a net of five additional stores on January 1, 2008 to a net of two additional stores on June 30, 2008) resulted in an increase in payroll, rent and depreciation expenses. Commission and licensing fee income was $11,056 in the first nine months of 2008 compared to $15,450 in the first nine months of 2007. The decrease was due to the decision of one of our large private label customers to source product directly, and by other private label customers scaling back their orders in response to the soft retail environment. Income from operations was $32,690 in the first nine months of this year compared to $45,960 in the same period last year. Our effective tax rate increased to 38.6% in the first nine months of 2008 compared to 35.9% in the same period last year due to our filing of amended New York State and New York City returns on a combined basis for the years 2003 through 2005 that resulted in a one-time tax benefit recognized in the third quarter of 2007. Net income decreased to $20,774 in the first nine months of this year compared to $30,990 in the same period last year. The decrease in income was primarily due to the increase in operating expenses and the reduction in net commission and licensing fee income.
Wholesale Division:
Net sales from the Wholesale Division accounted for $252,329 or 75%, and $246,913 or 75% of our total net sales for the first nine months of 2008 and 2007, respectively. The increase in sales was primarily driven by a significant sales growth in two of our wholesale divisions. In the Madden Girl Division, a 64% increase in net sales was the result of a deeper market penetration and a strong product performance at retail. A 20% increase in net sales in the Daniel Friedman Division was due to the strong performance of Betsey Johnson handbags and net sales increases in Steve Madden and Steven handbags. In addition, our Steven Division achieved a 5% increase in net sales due to a significant decrease in markdowns and allowances. Finally, our new Madden Fix Division, which began shipping product during the fourth quarter of 2007, contributed net sales of $2,052 during the nine months ended September 30, 2008. These net sales increases were partially offset by net sales decreases in the Mens, Candie’s and Stevies Divisions. These net sales decreases are primarily the result of the challenging economic environment.
Gross profit margin increased to 36.1% in the first nine months of this year from 35.6% in the same period last year, primarily due to a decrease in allowances. In the first nine months of 2008, operating expenses increased to $62,517 from $56,916 in the same period of 2007. The increase is primarily due to the $4,921 of the charges related to the resignation of our former Chief Executive Officer and Chairman of the Board in March of this year. Income from operations for the Wholesale Division decreased to $30,743 for the nine-month period ended September 30, 2008 compared to $33,765 for the same period of 2007, primarily due to the increase in operating expenses.
Retail Division:
In the first nine months of 2008 net sales from the Retail Division accounted for $85,620 or 25% of our total net sales compared to $81,392 or 25% in the same period last year. We opened six new stores and closed seven under-performing stores during the twelve months ended September 30, 2008. As a result, we had 99 retail stores as of September 30, 2008 compared to 100 stores as of September 30, 2007. The 99 stores in operation on September 30, 2008, include 93 under the Steve Madden brand, five under the Steven brand and one e-commerce website. Comparable store sales (sales of those stores, including the e-commerce website, that were open throughout the first nine months of 2008 and 2007) increased 0.4% in the first nine months of this year. The gross margin in the Retail Division decreased to 55.6% in the nine months ended September 30, 2008 from 57.3% in the first nine months of 2007 primarily due to an increase in promotional activity reflective of the challenging economic environment. During the nine months ended September 30, 2008, operating expenses increased to $54,580 from $47,006 in the same period of last year. Several factors contributed to the increase of operating expenses during the nine months ended September 30, 2008. The additional stores in operation during the first half of this year (which ranged from a net of five additional stores on January 1, 2008 to a net of two additional stores on June 30, 2008) resulted in an increase in payroll, rent and depreciation expenses. Five of the stores opened this year are freestanding street stores which have higher operating costs than the mall stores that were closed during the year. Incremental costs associated with our Compo business that was acquired in the middle of the second quarter of last year also contributed to the increase in operating expenses. In addition, a non-cash write-off of unamortized assets associated with the closing of five stores resulted in an increase in operating expenses. Loss from operations for the Retail Division was $6,994 in the first nine months of this year compared to a loss from operations of $383 for the same period in 2007.
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First Cost Division:
The First Cost Division generated income from operations of $8,941 for the nine-month period ended September 30, 2008, compared to $12,578 for the comparable period of 2007. The decrease was due to the decision of one of our large private label customers to source product directly and by other private label customers scaling back their orders in response to the soft retail environment. The decrease was partially offset by an increase in our international business.
LIQUIDITY AND CAPITAL RESOURCES
($ in thousands)
We had working capital of $133,172 at September 30, 2008 compared to $121,138 at December 31, 2007. The increase is primarily due to an increase in due from factor caused by an increase in sales in the third quarter, an increase in inventories required to fulfill the increase in sales orders for the month of October and a decrease of accounts payable and accrued expenses. These increases were partially offset by the completion of our tender offer in which we repurchased 2,600,000 shares of our common stock at a total cost of $44,200.
Under the terms of a factoring agreement with GMAC, we are eligible to borrow 80% against our receivables at an interest rate equal to the lower of the prime rate less 0.875% or the 30-day London Interbank Offered Rate plus 1.375%. This agreement, which has no specific expiration date and can be terminated by either party with 60 days written notice after June 30, 2009, provides us with a $50 million credit facility with a $25 million sub-limit on the aggregate face amount of letters of credit with some other stipulations. We had no outstanding borrowings as of September 30, 2008 and September 30, 2007.
At December 31, 2007, we held $37,325 in auction rate securities. The contractual maturities of the investments underlying the auction rate securities matured at various dates through 2046, however, all our auction rate securities, or ARSs, had a reset period of 28 days. Subsequent to December 31, 2007 we reduced the amount of its ARSs via successful auctions to $16,300, however, in February of 2008, the liquidity in the ARS market evaporated causing the ARSs to fail at auction, resulting in our continuing to hold these securities and the issuers paying interest at the maximum contractual rate. Accordingly, $16,300 of the auction rate securities were classified as long term as of December 31, 2007. The lack of liquidity in the ARS market continued during the first quarter of 2008, and as a result, we recorded an unrealized loss in other comprehensive loss on our ARSs of $230 as of March 31, 2008. Beginning in June of 2008, a market developed for certain ARSs based on the quality and the collateral of the underlying securities. During the months of June and July, we were able to sell $16,225 of our ARSs at full face value thereby reducing our holdings in ARSs to $75 as of September 30, 2008. Therefore, the ARS balance of $75 as of September 30, 2008 has been classified as short term and the unrealized loss of $230 provided for in the first quarter of this year was reversed in the second quarter of the year. As a result, we did not incur any losses with respect to our investments in ARSs.
Management believes that based upon our current financial position and available cash and marketable securities, we will meet all of our financial commitments and operating needs for at least the next twelve months.
OPERATING ACTIVITIES
($ in thousands)
During the nine-month period ended September 30, 2008, net cash provided by operating activities was $548. The primary source of cash was the net income for the nine months ended September 30, 2008. An additional source of cash was provided by the decrease in prepaid expenses, deposits and other assets of $2,116. The primary uses of cash were an increase in due from factor of $17,525, an increase in inventory of $13,543 and a decrease in accounts payable and other accrued expenses of $990.
INVESTING ACTIVITIES
($ in thousands)
During the nine-month period ended September 30, 2008, we invested $13,944 in marketable securities and received $69,660 from the maturities and sales of securities. We also invested $4,923 in additional acquisition costs for Daniel Friedman. Additionally, we made capital expenditures of $6,285, principally for the two new stores opened during the period, the construction of a new stores scheduled to open in the third quarter of 2008, the remodeling of three existing stores, leasehold improvements to corporate office space and for upgrades to our computer systems.
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FINANCING ACTIVITIES
($ in thousands)
During the nine-month period ended September 30, 2008, we completed a Tender Offer to purchase 2,600,000 shares of our common stock for treasury at a total cost of $44,200 or $17.00 per share. We also received $2,051 in cash and realized a tax benefit of $762 in connection with the exercise of stock options.
CONTRACTUAL OBLIGATIONS
($ in thousands)
Our contractual obligations as of September 30, 2008 were as follows:
| | | | | | | | | | | | | | | | |
| | Payment due by period | |
| | | |
Contractual Obligations | | Total | | Remainder of
2008 | | 2009-2010 | | 2011-2012 | | 2013 and
after | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating lease obligations | | $ | 119,694 | | $ | 4,201 | | $ | 33,650 | | $ | 31,077 | | $ | 50,766 | |
| | | | | | | | | | | | | | | | |
Purchase obligations | | | 51,619 | | | 51,619 | | | 0 | | | 0 | | | 0 | |
| | | | | | | | | | | | | | | | |
Other long-term liabilities (future minimum royalty payments) | | | 5,715 | | | 55 | | | 3,464 | | | 2,196 | | | 0 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total | | $ | 177,028 | | $ | 55,875 | | $ | 37,114 | | $ | 33,273 | | $ | 50,766 | |
| | | | | | | | | | | | | | | | |
At September 30, 2008, we had un-negotiated open letters of credit for the purchase of inventory of approximately $4,076.
We have an employment agreement with Steven Madden, our founder and Creative and Design Chief, which provides for an annual base salary of $600 subject to certain specified adjustments through June 30, 2015. The agreement also provides for annual bonuses based on EBITDA, revenue of any new business and royalty income over $2 million, plus an equity grant and a non-accountable expense allowance.
On February 7, 2006, we acquired all of the equity interest of Daniel M. Friedman. The acquisition was completed for consideration of $23,686, including transaction costs. In addition, the purchase agreement includes certain earn-out provisions based on financial performance through 2008.
We have employment agreements with certain executive officers, which provide for the payment of compensation aggregating approximately $2,235 in 2008, $2,420 in 2009 and $940 in 2010. In addition, some of the employment agreements provide for a discretionary bonus and some provide for incentive compensation based on various performance criteria as well as other benefits including stock options. Our Chief Operating Officer is entitled to deferred compensation calculated as a percentage of his base salary.
Approximately ninety-nine percent (99%) of our products are produced at overseas locations, the majority of which are located in China, with a small percentage located in Mexico, Brazil, Spain, Italy and India. We have not entered into any long-term manufacturing or supply contracts with any of these foreign companies. We believe that a sufficient number of alternative sources exist outside of the United States for the manufacture of its products. We currently make approximately 99% of our purchases in U.S. dollars.
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INFLATION
We do not believe that the inflation experienced over the last few years in the United Sates, where we primarily compete, has had a significant effect on sales or profitability. Historically, we have minimalized the impact of product cost increases by improving operating efficiencies, changing suppliers and increasing prices. However, no assurance can be given that we will be able to offset such inflationary cost increases in the future.
CRITICAL ACCOUNTING POLICIES AND THE USE OF ESTIMATES
Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our consolidated financial statements which have been prepared in accordance with 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 contingent assets and liabilities. Estimates by their nature are based on judgments and available information. Our estimates are made based upon historical factors, current circumstances 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 preparation of our condensed consolidated financial statements: allowance for bad debts, returns, and customer chargebacks; inventory reserves; valuation of intangible assets; litigation reserves and cost of sales.
Allowances for bad debts, returns and customer chargebacks. We provide reserves against our trade accounts receivables for future customer chargebacks, co-op advertising allowances, discounts, returns and other miscellaneous deductions that relate to the current period. The reserve against our non-factored trade receivables also includes estimated losses that may result from customers’ inability to pay. The amount of the reserve for bad debts, returns, discounts and compliance chargebacks are determined by analyzing aged receivables, current economic conditions, the prevailing retail environment and historical dilution levels for customers. We evaluate anticipated customer markdowns and advertising chargebacks by reviewing several performance indicators for our major customers. These performance indicators (which include inventory levels at the retail floors, sell through rates and gross margin levels) are analyzed by key account executives and the Vice President of Wholesale Sales to estimate the amount of the anticipated customer allowance. Failure to correctly estimate the amount of the reserve could materially impact our results of operations and financial position.
Inventory reserves. Inventories are stated at lower of cost or market, 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 inventory on hand, prior sales, 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. We consider quantities on hand in excess of estimated future sales to be at risk for market impairment. The net realizable value, or market value, is determined based on the estimate of sales prices of such inventory through off-price or discount store channels. The likelihood of any material inventory write-down is dependent primarily on the expectation of future consumer demand for our product. A misinterpretation or misunderstanding of future consumer demand for our product, the economy, or other failure to estimate correctly, in addition to abnormal weather patterns, could result in inventory valuation changes, either favorably or unfavorably, compared to the valuation determined to be appropriate as of the balance sheet date.
Valuation of intangible assets. SFAS No. 142, “Goodwill and Other Intangible Assets”, requires that goodwill and intangible assets with indefinite lives no longer be amortized, but rather be tested for impairment at least annually. This pronouncement also requires that intangible assets with finite lives be amortized over their respective lives to their estimated residual values, and reviewed for impairment in accordance with SFAS No. 144 “Accounting for Impairment or Disposal of Long-lived Assets.” In accordance with SFAS No. 144, long-lived assets, such as property, equipment, leasehold improvements and goodwill subject to amortization, are reviewed for impairment annually or whenever events or changes in circumstances indicate that the carrying amount of an asset may not be recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the estimated undiscounted future cash flows expected to be generated by the asset. If the carrying amount of an asset exceeds its estimated future cash flows, an impairment charge is recognized in the amount by which the carrying amount of the asset exceeds the fair value of the asset.
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Litigation reserves. Estimated amounts for litigation claims that are probable and can be reasonably estimated are recorded as liabilities in our consolidated financial statements. The likelihood of a material 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 their estimates. Such revisions in management’s estimates of a contingent liability could materially impact our results of operation and financial position.
Cost of sales.All costs incurred to bring finished products to our distribution center and, in the Retail Division, the costs to bring products to our stores, are included in the cost of sales line item on our Consolidated Statement of Operations. These include the cost of finished products, purchase commissions, letter of credit fees, brokerage fees, material and labor and related items, sample expenses, custom duty, inbound freight, royalty payments on licensed products, labels and product packaging. All warehouse and distribution costs are included in the operating expenses line item of our Consolidated Statements of Operations. We classify shipping costs to customers, if any, as operating expense. Our gross profit margins may not be comparable to other companies in the industry because some companies may include warehouse and distribution as a component of cost of sales, while other companies report on the same basis as we do and include them in operating expenses.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
($ in thousands)
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 LIBOR and the prime rate. An analysis of our credit agreements with GMAC can be found in Liquidity and Capital Resources section under Part I, Item 2 of this quarterly report.
As of September 30, 2008, we held marketable securities valued at $23,554, which consist primarily of corporate and municipal bonds, U.S. treasury notes, certificates of deposit and asset-backed securities that have various maturities through 2010, as well as marketable equity securities. These investments are subject to interest rate risk and will decrease in value if market interest rates increase. We have the ability to hold these investments until maturity. In addition, any decline in interest rates would be expected to reduce our interest income.
At December 31, 2007, we held $37,325 in auction rate securities. The contractual maturities of the investments underlying the auction rate securities matured at various dates through 2046, however, all our auction rate securities, or ARSs, had a reset period of 28 days. Subsequent to December 31, 2007 we reduced the amount of our ARSs via successful auctions to $16,300, however, in February of 2008, the liquidity in the ARS market evaporated causing the ARSs to fail at auction, resulting in our continuing to hold these securities and the issuers paying interest at the maximum contractual rate. Accordingly, $16,300 of the auction rate securities were classified as long term as of December 31, 2007. The lack of liquidity in the ARS market continued during the first quarter of 2008, and as a result, we recorded an unrealized loss in other comprehensive loss on its ARSs of $230 as of March 31, 2008. Beginning in June of 2008, a market developed for certain ARSs based on the quality and the collateral of the underlying securities. During the months of June and July, we were able to sell $16,225 of our ARSs at full face value thereby reducing our holdings in ARSs to $75 as of September 30, 2008. Therefore, the ARS balance of $75 as of September 30, 2008 has been classified as short term and the unrealized loss of $230 provided for in the first quarter of this year was reversed in the second quarter of the year. As a result, we did not incur any losses with respect to our investments in ARSs.
ITEM 4. CONTROLS AND PROCEDURES
As required by Rule 13a-15(b) of the Securities Exchange Act of 1934 (the “ Exchange Act”), our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures as of the end of the fiscal quarter covered by this quarterly report. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures (as defined in Rule 13a-15(e) under the Exchange Act) were, as of the end of the fiscal quarter covered by this quarterly report, effective to ensure that information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, to allow timely decisions regarding required disclosure.
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As required by Rule 13a-15(d) under the Exchange Act, our management, including our Chief Executive Officer and Chief Financial Officer, has evaluated our internal controls over financial reporting to determine whether any changes occurred during the quarter covered by this quarterly report that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Based on that evaluation, there has been no such change during the quarter covered by this report.
Part II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
($ in thousands)
Certain legal proceedings in which we are involved are discussed in Note S to the consolidated financial statements and Part I, Item 3 included in the our Annual Report on Form 10-K for the year ended December 31, 2007. The following discussion is limited to recent developments concerning certain of our legal proceedings and should be read in conjunction with our earlier SEC reports. Unless otherwise indicated, all proceedings discussed in those earlier reports remain outstanding.
On or about August 7, 2008, we were named in a class action lawsuit filed in the San Diego County Superior Court, California. The Compliant, which seeks unspecified damages, alleges violation of the Song-Beverly Credit Card Act, which prohibits retailers from accumulating personal information on customers who complete their purchase with a credit card. Specifically, it is alleged that we collected zip codes on our credit card transactions in California. Management believes that it is not currently possible to asses whether or not there will be any impact at all from this action, or if there is, what effect the ultimate resolution of the matter might have on the results of operation, financial position or cash flows.
We have been named as a defendant in certain other lawsuits in the normal course of business. In the opinion of management, after consulting with legal counsel, the liabilities, if any, resulting from these matters should not have a material effect on the our financial position or results of operations. It is the policy of management to disclose the amount or range of reasonably possible losses in excess of recorded amounts.
ITEM 1A. RISK FACTORS
The risk factors included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2007 have not materially changed.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS:
There were no unregistered sales of equity securities and we did not repurchase any of its common stock during the quarter ended September 30, 2008.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None.
ITEM 5. OTHER INFORMATION
None.
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ITEM 6. EXHIBITS
| |
3.1 | Certificate of Incorporation of Steven Madden, Ltd. (incorporated by reference to Exhibit 1 to Steven Madden, Ltd.’s Current Report on Form 8-K, dated November 23, 1998, Securities and Exchange Commission File Number 000-23702, Film Number 98757800). |
| |
3.2 | Amended & Restated By-Laws of Steven Madden, Ltd. (incorporated by reference to Exhibit 99.1 to Steven Madden, Ltd.’s Current Report on Form 8-K, dated March 28, 2008). |
| |
4.1 | Specimen Certificate for shares of Common Stock (incorporated by reference to Exhibit 4.01 to Steven Madden, Ltd.’s Registration Statement on Form SB-2/A, dated September 29, 1993). |
| |
4.2 | Rights Agreement between Steven Madden, Ltd. and American Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to Steven Madden, Ltd.’s Current Report on Form 8-K dated November 16, 2001, SEC File Number 000-23702, Film Number 1794721). |
| |
31.1 | Certification of Chairman & Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
31.2 | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| |
32.1 | Certification of Chairman & Chief Executive Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| |
32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
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Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report on Form 10-Q to be signed on its behalf by the undersigned thereunto duly authorized.
DATE: November 7, 2008
| | |
| STEVEN MADDEN, LTD. |
| | |
| By: | /s/ EDWARD R. ROSENFELD |
| |
|
| | Edward R. Rosenfeld |
| | Chairman and Chief Executive Officer |
| | |
| | |
| By: | /s/ ARVIND DHARIA |
| |
|
| | Arvind Dharia |
| | Chief Financial Officer |
28
| | |
Exhibit No. | | Description |
| |
|
| | |
3.1 | | Certificate of Incorporation of Steven Madden, Ltd. (incorporated by reference to Exhibit 1 to Steven Madden, Ltd.’s Current Report on Form 8-K, dated November 23, 1998, Securities and Exchange Commission File Number 000-23702, Film Number 98757800). |
| | |
3.2 | | Amended & Restated By-Laws of Steven Madden, Ltd. (incorporated by reference to Exhibit 99.1 to Steven Madden, Ltd.’s Current Report on Form 8-K, dated March 28, 2008). |
| | |
4.1 | | Specimen Certificate for shares of Common Stock (incorporated by reference to Exhibit 4.01 to Steven Madden, Ltd.’s Registration Statement on Form SB-2/A, dated September 29, 1993). |
| | |
4.2 | | Rights Agreement between Steven Madden, Ltd. and American Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to Steven Madden, Ltd.’s Current Report on Form 8-K dated November 16, 2001, SEC File Number 000-23702, Film Number 1794721). |
| | |
31.1 | | Certification of Chairman & Chief Executive Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
31.2 | | Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002. |
| | |
32.1 | | Certification of Chairman & Chief Executive Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
| | |
32.2 | | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. |
