During the quarter ended June 30, 2009, licensing income increased to $973 from $703 in the same period of last year, primarily due to an increase in sales by several of our licensees.
A 9% increase in net sales in the Wholesale Segment that was partially offset by a 1% decrease in net sales in the Retail Segment drove total net sales for the six-month period ended June 30, 2009 up 7% to $223,901 from $209,856 for the comparable period of 2008. During the six months ended June 30, 2009, gross margin improved to 42% compared to 41% in the same period of last year. An increase in the Wholesale gross profit margin to 37% in the first six months of this year compared to 36% in the same period last year was partially offset by a decrease in the Retail gross profit margin to 54% in the first six months of this year from 55% in the same period last year. Operating expenses decreased in the first half of this year to $73,641 from $77,327 in the same period last year. The decrease is due to $4,921 of charges related to the resignation of our former Chief Executive Officer and Chairman of the Board in March of last year, and was partially offset by an increase in the provision for incentive based compensation reflective of the Company’s increase in profitability. Commission and licensing fee income increased to $10,267 in the first six months of 2009 compared to $6,559 in the first six months of 2008. Net income increased to $18,721 in the first six months of this year compared to $9,686 in the same period last year.
Net sales from the Wholesale Segment accounted for $169,482 or 76%, and $154,986 or 74% of our total net sales for the first six months of 2009 and 2008, respectively. The increase in sales was driven by the strong performance of our Madden Girl and Steve Madden Women’s Divisions. The Madden Girl Division continued its growth trend from 2008 by posting a net sales increase of 16%. This net sales increase in Madden Girl was due to the strong performance at retail of flat shoes and sandals in the second quarter combined with an increased door count with Macy’s. Net sales in the Steve Madden Women’s Division increased by 13% primarily due to the strong performance of flat sandals and wedges during the period. Net sales also increased 4% in our Accessories business and 2% in our Kids Division. Finally, Elizabeth and James and Fabulosity, our new brands that were not in existence in the first half of last year, contributed net sales of $832 and $761, respectively, in the six months ended June 30, 2009. Net sales for the second quarter of 2009 were also impacted by the previously mentioned shifts related to our Candies and International businesses. The net effect of the shift of our Candies business from a “wholesale” model to a “first cost” model, and the reverse shift of our international business from a “first cost” model to a “wholesale” model, was an increase of net sales of $1,274 during the six months ended June 30, 2009. The sales increases outlined above were partially offset by a 10% net sales decrease in the Madden Men’s Division, primarily due to the general softness in the men’s casual category.
Gross profit margin increased to 37% in the first six months of this year from 36% in the same period last year, primarily due to a decrease in markdown allowances to our retail customers and savings in our inbound freight costs. In the first six months of 2009, operating expenses decreased to $38,992 from $41,064 in the same period of 2008. The decrease is due to $4,921 of charges related to the resignation of our former Chief Executive Officer and Chairman of the Board in March of last year, and was partially offset by an increase in the provision for incentive based compensation reflective of the Company’s increase in profitability. Income from operations for the Wholesale Segment increased 60% to $24,465 for the six-month period ended June 30, 2009 compared to $14,744 for the same period of 2008.
Retail Segment:
In the first six months of 2009, net sales from the Retail Segment accounted for $54,419 or 24% of our total net sales compared to $54,870 or 26% in the same period last year. We opened three new stores and closed nine under-performing stores during the twelve months ended June 30, 2009. As a result, we had 92 retail stores as of June 30, 2009 compared to 98 stores as of June 30, 2008. The 92 stores currently in operation include 87 under the Steve Madden brand, four 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 six months of 2009 and 2008) increased 0.9% in the first six months of this year. The gross margin in the Retail Segment decreased to 54% in the six months ended June 30, 2009 from 55% in the corresponding six months of 2008 primarily due to an increase in promotional activity required to sell slow moving inventory. During the six months ended June 30, 2009, operating expenses decreased to $34,649 or 63% as a percentage of net sales, from $36,263 or 66% as a percentage of net sales, in the same period of last year. The decrease in operating expenses is primarily due to a reduction of payroll, rent, depreciation and other overhead expenses related to the six fewer stores in operation during the second quarter of 2009 compared with the same period of last year, in addition to other operating efficiencies put in place. Loss from operations for the Retail Segment was $5,056 in the first six months of this year compared to a loss from operations of $6,319 for the same period in 2008.
First Cost Segment:
The First Cost Segment generated net commission income and design fees of $8,457 for the six-month period ended June 30, 2009 compared to $4,840 for the comparable period of 2008. The main drivers of the increase were first, the shift of our Candies business to the First Cost Segment, followed by the success of our new l.e.i. brand with Wal-mart that we began shipping in the fourth quarter of 2008, in addition to a growth in our private label business with Target.
Licensing Segment:
During the six months ended June 30, 2009, licensing income increased to $1,810 from $1,719 in the same period of last year.
LIQUIDITY AND CAPITAL RESOURCES
($ in thousands)
Our working capital decreased to $118,846 at June 30, 2009 compared to $122,246 at December 31, 2008. The decrease was primarily due to our increased investment in long-term marketable securities of $27,224, net, during the first half of the year.
Under the terms of our factoring agreement with GMAC Commercial Finance LLC (“GMAC”), as amended, we may request advances from the factor of up to 85% of aggregate receivables factored by GMAC. 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 $50,000 credit facility with a $25,000 sub-limit on the aggregate face amount of letters of credit with some other stipulations. In November of 2008, we borrowed the maximum amount allowed by the terms of the agreement. As of December 31, 2008, we had advances payable due to GMAC of $30,168 against gross factored receivables of $44,082. Subsequent to the year end, we began reducing the loan balance with the proceeds from the collections of factored accounts receivable, and as of February 17, 2009, the loan was completely paid off. The interest rate on the advances, which has changed from time to time by amendments to the agreement and which is currently a variable rate based on the 30-day London Interbank Offered Rate (“LIBOR”), averaged 3.9% through the date of repayment. On July 13, 2009, we terminated the GMAC Agreement, effective on September 14, 2009.
On July 10, 2009, we entered into a collection agency agreement with Rosenthal & Rosenthal, Inc., effective upon the termination of the existing factoring agreement with GMAC. The agreement provides us with a credit facility in the amount of $30,000, having a sub-limit of $15,000 on the aggregate face amount of letters of credit, at an interest rate based, at our election, upon either the prime rate or LIBOR.
As of June 30, 2009, we held marketable securities valued at $58,359 consisting primarily of corporate and municipal bonds, U.S. Treasury notes and equities.
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Management believes that, based upon our current financial position and available cash and marketable securities, we will meet all of our financial commitments and operating needs for at least the next twelve months.
OPERATING ACTIVITIES
($ in thousands)
During the six-month period ended June 30, 2009, net cash provided in operating activities was $21,867. The primary sources of cash was the net income of $18,721, a decrease in inventory of $2,572 and an increase in accounts payable and other accrued expenses of $10,845. The primary uses of cash were an increase in accounts receivable of $3,350 and an increase in due from factor of $14,811.
INVESTING ACTIVITIES
($ in thousands)
During the six-month period ended June 30, 2009, we invested $33,736 in marketable securities and received $10,678 from the maturities and sales of securities. We also invested $4,526 in additional acquisition costs associated with our acquisition of Daniel M. Friedman. Additionally, we made capital expenditures of $1,644, principally for the remodeling of six existing stores, the one new store opened in the current period, leasehold improvements to our corporate office space and enhancements to operating systems.
FINANCING ACTIVITIES
($ in thousands)
During the six-month period ended June 30, 2009, we repaid advances from factor totaling $30,168. We also received $1,210 in cash and realized a tax benefit of $7 in connection with the exercise of stock options.
CONTRACTUAL OBLIGATIONS
($ in thousands)
Our contractual obligations as of June 30, 2009 were as follows:
| | | | | | | | | | | | | | | | |
| | Payment due by period | |
| | | |
Contractual Obligations | | Total | | Remainder of
2009 | | 2010-2011 | | 2012-2013 | | 2014 and after | |
| | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Operating lease obligations | | $ | 111,696 | | $ | 8,815 | | $ | 33,064 | | $ | 28,617 | | $ | 41,200 | |
| | | | | | | | | | | | | | | | |
Purchase obligations | | | 59,250 | | | 59,250 | | | 0 | | | 0 | | | 0 | |
| | | | | | | | | | | | | | | | |
Other long-term liabilities (future minimum royalty payments) | | | 4,448 | | | 150 | | | 4,135 | | | 163 | | | 0 | |
| | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | |
Total | | $ | 175,394 | | $ | 68,215 | | $ | 37,199 | | $ | 28,780 | | $ | 41,200 | |
| | | | | | | | | | | | | | | | |
At June 30, 2009, we had un-negotiated open letters of credit for the purchase of inventory of approximately $3,327.
We have an employment agreement with Steven Madden, our Creative and Design Chief and a principal stockholder of the Company, 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 $2,000, plus an equity grant and a non-accountable expense allowance.
We have employment agreements with certain executive officers, which provide for the payment of compensation aggregating approximately $1,210 for the remaining six months of 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.
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Ninety-nine percent (99%) of our products are produced at by manufacturing companies overseas, the majority of which are located in China, with a small percentage located in Brazil, Italy, India, Spain and Mexico. 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 our products. We currently make approximately 99% of our purchases in U.S. dollars.
INFLATION
We do not believe that the inflation experienced over the last few years in the United States, where we primarily compete, has had a significant effect on our sales or profitability. Historically, we have minimized 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.
OFF-BALANCE SHEET ARRANGEMNTS
The Company has no off-balance sheet arrangements.
CRITICAL ACCOUNTING POLICIES AND THE USE OF ESTIMATES
Management’s Discussion and Analysis of Financial Condition and Results of Operations is based upon our Condensed Consolidated Financial Statements which have been prepared in accordance with GAAP for interim periods. 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.
25
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.
Litigation reserves. Estimated amounts for litigation claims that are probable and can be reasonably estimated are recorded as liabilities in our Condensed 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 operations 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 Condensed Consolidated Statements of Income. 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 Condensed Consolidated Statements of Income. 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 costs 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 the prime rate and LIBOR. An analysis of our credit agreements with GMAC and Rosenthal and Rosenthal can be found in the Liquidity and Capital Resources section under Part I, Item 2 of this Report.
As of June 30, 2009, we held marketable securities valued at $58,359, consisting primarily of corporate and municipal bonds, U.S. treasury notes and 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.
ITEM 4. 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 its 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 in our 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.
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.
26
Part II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
($ in thousands)
Certain legal proceedings in which we are involved are discussed in Note L to our Condensed Consolidated Financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 and in Part I Item 3 of that Annual Report. All proceedings discussed in our Annual Report on Form 10-K for the fiscal year ended December 31, 2008 which are not indicated therein as having been dismissed remain outstanding.
On or about June 15, 2009, we were named as a defendant in a class action lawsuit filed in Los Angeles County Superior Court, California. The Complaint, which seeks unspecified damages, alleges violations of California Labor Laws. Specifically, it alleges that we failed to provide mandated breaks to our employees and failed to provide overtime pay as required. Management believes that it is not currently possible to assess 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 our financial condition 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, 2008 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 our common stock during the quarter ended June 30, 2009.
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
At our Annual Meeting of Stockholders held on May 22, 2009 (the “Annual Meeting”), the stockholders of the Company ratified the appointment of Eisner LLP and approved the amendment and restatement of the Company’s 2006 Stock Incentive Plan. In addition, the stockholders of the Company elected six directors to serve until the next Annual Meeting of Stockholders or until their successors are duly elected and qualified. The affirmative vote of the holders of a majority of the total votes cast was required to ratify the appointment of Eisner LLP and to approve the amendment and restatement of the 2006 Stock Incentive of the Plan and the affirmative vote of a plurality of the votes cast by holders of shares of common stock was required to elect the directors.
With respect to the approval of the appointment of Eisner LLP, set forth below are the results of the votes cast at the Annual Meeting.
| | | | | | | | | | |
| | For | | Against | | Abstained | |
| | | | | | | |
| | | | | | | | | | |
Appointment of Eisner LLP | | 15,576,532 | | 1,049,325 | | 343 | |
27
With respect to the approval of the amendment to the Company’s 2006 Stock Incentive Plan, set forth below are the results of the votes cast at the Annual Meeting.
| | | | | | | | | | | | | |
| | For | | Against | | Abstained | | Broker non-votes | |
| | | | | | | | | |
| | | | | | | | | | | | | |
Adoption of the Amended and Restated 2006 Stock Incentive Plan | | 8,822,603 | | 5,210,214 | | 2,469 | | 2,590,914 | |
With respect to the election of directors, set forth below are the results of the votes cast and/or withheld with respect to each nominee. The nominees elected at our Annual Meeting are all of the members of our Board of Directors.
| | | | | | | |
Nominees | | | For | | | Withheld | |
| | | | | | | |
| | | | | | | |
Edward R. Rosenfeld | | | 16,360,860 | | | 265,340 | |
John L. Madden | | | 14,692,483 | | | 1,933,717 | |
Peter Migliorini | | | 16,361,962 | | | 264,238 | |
Richard P. Randall | | | 16,423,765 | | | 202,435 | |
Ravi Sachdev | | | 16,215,496 | | | 410,704 | |
Thomas H. Schwartz | | | 16,465,383 | | | 160,817 | |
ITEM 5. OTHER INFORMATION
None.
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). |
| |
10.1 | Second Amended and Restated Secured Promissory Note dated April 6, 2009 of Steven Madden to the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 10, 2009. |
| |
10.2 | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
| |
10.3 | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Daniel Friedman & Associates, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
| |
10.4 | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Diva Acquisition Corp. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
28
| |
10.5 | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Steven Madden Retail, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
| |
10.6 | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Stevies, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
| |
10.7 | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and SML Acquisition Corp. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
| |
10.8 | Letter Agreement dated July 10, 2009 among Rosenthal & Rosenthal, Inc., the Company, Daniel Friedman & Associates, Inc., Diva Acquisition Corp., Steven Madden Retail, Inc., Stevies, Inc., and SML Acquisition Corp. (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
| |
10.9 | Guarantee dated July 10, 2009 of the Company, Daniel Friedman & Associates, Inc., Diva Acquisition Corp., Steven Madden Retail, Inc., Stevies, Inc., and SML Acquisition Corp. in favor of Rosenthal & Rosenthal, Inc. (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
| |
31.1 | Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 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 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.† |
| |
32.1 | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.† |
| |
32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.† |
| |
| † | Filed herewith. |
29
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: August 7, 2009 | | | |
| | |
| | STEVEN MADDEN, LTD. |
| | |
| By: | /s/ EDWARD R. ROSENFELD |
| | |
| | Edward R. Rosenfeld |
| | Chief Executive Officer |
| | |
| By: | /s/ ARVIND DHARIA |
| | |
| | Arvind Dharia |
| | Chief Financial Officer |
30
| | |
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). |
| |
10.1 | | Second Amended and Restated Secured Promissory Note dated April 6, 2009 of Steven Madden to the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 10, 2009. |
| |
10.2 | | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and the Company (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
| |
10.3 | | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Daniel Friedman & Associates, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
| |
10.4 | | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Diva Acquisition Corp. (incorporated by reference to Exhibit 10.3 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
| |
10.5 | | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Steven Madden Retail, Inc. (incorporated by reference to Exhibit 10.4 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
| |
10.6 | | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and Stevies, Inc. (incorporated by reference to Exhibit 10.5 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
| |
10.7 | | Collection Agency Agreement dated July 10, 2009 between Rosenthal & Rosenthal, Inc. and SML Acquisition Corp. (incorporated by reference to Exhibit 10.6 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
| |
10.8 | | Letter Agreement dated July 10, 2009 among Rosenthal & Rosenthal, Inc., the Company, Daniel Friedman & Associates, Inc., Diva Acquisition Corp., Steven Madden Retail, Inc., Stevies, Inc., and SML Acquisition Corp. (incorporated by reference to Exhibit 10.7 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
| |
10.9 | | Guarantee dated July 10, 2009 of the Company, Daniel Friedman & Associates, Inc., Diva Acquisition Corp., Steven Madden Retail, Inc., Stevies, Inc., and SML Acquisition Corp. in favor of Rosenthal & Rosenthal, Inc. (incorporated by reference to Exhibit 10.8 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 16, 2009). |
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31.1 | | Certification of Chief Executive Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.† |
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31.2 | | Certification of Chief Financial Officer pursuant to Rule 13a-14 or 15d-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.† |
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32.1 | | Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350 Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.† |
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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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| † | | Filed herewith. |
