During the quarter ended September 30, 2009, licensing income increased to $752 from $396 in the same period of last year, primarily due to an increase in sales by several of our licensees.
Total net sales for the nine-month period ended September 30, 2009 increased by 8% to $364,039 from $337,949 for the comparable period of 2008. A 12% net sales increase in the Wholesale Segment was partially offset by a 4% decrease of net sales in the Retail Segment. During the nine months ended September 30, 2009, gross margin increased to 43% compared to 41% in the same period of last year. Operating expenses decreased in the nine months ended September 30, 2009 to $112,729 from $117,097 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 2008, and was partially offset by an increase in variable costs reflective of the increase in sales and profitability. Commission and licensing fee income increased to $15,993 in the first nine months of 2009 compared to $11,056 in the first nine months of 2008. During the nine months ended September 30, 2009, income from operations increased 77% to $57,990 and net income increased 76% to $36,552 compared to income from operations of $32,690 and a net income of $20,774 in the same period last year.
Net sales from the Wholesale Segment accounted for $281,439 or 77%, and $252,329 or 75% of our total net sales for the first nine months of 2009 and 2008, respectively. The increase in sales was primarily driven by an exceptionally high sales growth in two of our wholesale divisions. In the Madden Girl Division, a 22% increase in net sales was the result of a deeper market penetration and the strong performance of flat shoes and sandals in the second quarter combined with the strong performance of dress boots and booties in the third quarter. A 12% increase in net sales in the Steve Madden Women’s Division was driven by the strong performance of flat sandals and wedges during the spring selling season and by boots in the third quarter. A 4% increase in net sales in our Accessories Division was due to the $5,318 of nets sales contributed by our new Madden Zone Division that was partially offset by a decrease of net sales of Betsey Johnson and Betseyville handbags. Net sales in our Steven Division increased by 2%, primarily due to a significant increase in shipments to Steven’s largest customer Nordstrom, combined with the strong performance of casual boots during the third quarter. Finally, Elizabeth and James, our new brand that was not in existence during the first nine months of last year, contributed net sales of $2,703 in the nine months ended September 30, 2009. Net sales for the third 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 $2,778 during the nine months ended September 30, 2009. The sales increases outlined above were partially offset by net sales decreases in our Madden Men’s and Kids Divisions. The decrease in the Madden Men’s Division was due to the general softness in the men’s casual category during the first half of the year. The decrease in the Kids Division was primarily the result of a department store account transitioning to our First Cost Segment.
Gross profit margin increased to 39% in the first nine months of this year from 36% in the same period last year, primarily due to a decrease in markdown allowances to our retail customers resulting from better than expected retail sell-throughs, savings in our inbound freight costs combined with other operating efficiencies. In the first nine months of 2009, operating expenses decreased to $61,883 from $62,517 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 variable costs reflective of the Company’s increase in sales and profitability. Income from operations for the Wholesale Segment increased 67% to $47,694 for the nine-month period ended September 30, 2009 compared to $28,628 for the same period of 2008.
In the first nine months of 2009 net sales from the Retail Segment accounted for $82,600 or 23% of our total net sales compared to $85,620 or 25% in the same period last year. We opened two new stores, closed ten under-performing stores and licensed three stores during the twelve months ended September 30, 2009. As a result, we
had 88 retail stores as of September 30, 2009 compared to 99 stores as of September 30, 2008. The 88 stores currently in operation include 83 under the Steve Madden brand, four under the Steven brand and our e-commerce website. Comparable store sales (sales of those stores, including the e-commerce website, that were open throughout the first nine months of 2009 and 2008) decreased 1.7% in the first nine months of this year. The gross margin in the Retail Segment decreased to 55% in the nine months ended September 30, 2009 from 56% in the first nine months of 2008 primarily the result of an increase in promotional activity. During the nine months ended September 30, 2009, operating expenses decreased to $50,846 from $54,580 in the same period of last year. This decrease is due to the reduction of rent, payroll and other operating expenses related to the net reduction of eleven stores during the year ended September 30, 2009 as well as other operational initiatives put in place. Loss from operations for the Retail Segment was $5,697 in the first nine months of this year compared to a loss from operations of $6,994 for the same period in 2008.
First Cost Segment:
The First Cost Segment generated income from operations of $13,431 for the nine-month period ended September 30, 2009, compared to $8,941 for the comparable period of 2008. The main drivers of the increase were first, the growth of our new l.e.i. brand at Wal-mart, which began shipping in the fourth quarter of 2008, followed by the shift of our Candies business to the First Cost Segment, and growth in our private label business with Sears.
Licensing Segment:
During the nine months ended September 30, 2009, licensing income increased to $2,562 from $2,115 in the same period of last year, primarily due to an increase in sales by several of our licensees.
LIQUIDITY AND CAPITAL RESOURCES
($ in thousands)
On July 10, 2009, we entered into a collection agency agreement with Rosenthal & Rosenthal, Inc. (“Rosenthal”) that became effective on September 15, 2009. 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. During the third quarter of 2009, we did not borrow any money from Rosenthal.
On September 30, 2009, we had working capital of $121,406. We had cash and cash equivalents of $47,622, investments in marketable securities of $78,069 and we did not have any long term debt.
Management believes that based upon our current financial position and available cash and marketable securities, we will meet all of our financial commitments and operating needs for at least the next twelve months.
OPERATING ACTIVITIES
($ in thousands)
During the nine-month period ended September 30, 2009, net cash provided by operating activities was $36,424. The primary source of cash was the net income for the nine months ended September 30, 2009. An additional source of cash was provided by the increase of accounts payable and other accrued expenses of $23,773. The primary uses of cash were an increase in due from factor of $33,591 and an increase in accounts receivable of $4,618.
INVESTING ACTIVITIES
($ in thousands)
During the nine-month period ended September 30, 2009, we invested $54,699 in marketable securities and received $12,913 from the maturities and sales of securities. We also paid $4,526 representing the final earn-out payment payable in connection with our acquisition of our Daniel M. Friedman Division and paid $1,250 as part of the acquisition cost of Zone 88. Additionally, we made capital expenditures of $2,403, principally for the remodeling of six existing stores, the one new store opened in the current period and one new store that is scheduled to open in the fourth quarter of 2009, leasehold improvements to our corporate office space and enhancements to operating systems.
23
FINANCING ACTIVITIES
($ in thousands)
During the nine-month period ended September 30, 2009, we repaid advances from our factor totaling $30,168. We also received $1,556 in cash and realized a tax benefit of $187 in connection with the exercise of stock options.
CONTRACTUAL OBLIGATIONS
($ in thousands)
Our contractual obligations as of September 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 | | $ | 106,984 | | $ | 4,323 | | $ | 32,865 | | $ | 28,336 | | $ | 41,460 | |
| | | |
Purchase obligations | | | 57,067 | | | 57,067 | | | 0 | | | 0 | | | 0 | |
| | | |
Other long-term liabilities (future minimum royalty payments) | | | 5,019 | | | 75 | | | 4,781 | | | 163 | | | 0 | |
| | | | | | | | | | | | | | | | |
| | | |
Total | | $ | 169,070 | | $ | 61,465 | | $ | 37,646 | | $ | 28,499 | | $ | 41,460 | |
| | | | | | | | | | | | | | | | |
At September 30, 2009, we had open letters of credit for the future purchase of inventory of approximately $2,030.
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 $605 for the remaining three months of 2009, $2,128 in 2010, $1,188 in 2011 and $660 in 2012. 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.
Ninety-nine percent (99%) of our products are produced oversees by foreign manufacturing companies, 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.
24
OFF-BALANCE SHEET ARRANGEMENTS
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 valuation; 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 valuation. 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 an unfavorable change in inventory valuation, compared to the valuation determined to be appropriate as of the balance sheet date.
Valuation of intangible assets. ASC Topic 350, “Intangible - Goodwill and Other”, 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 ASC Topic 360 “Property, Plant and Equipment (“ASC Topic 360”).” In accordance with ASC Topic 360, 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
25
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 Condensed 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 Condensed 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 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 LIBOR and the prime rate. An analysis of our credit agreements with Rosenthal can be found in Liquidity and Capital Resources section under Part I, Item 2 of this Quarterly Report.
As of September 30, 2009, we held marketable securities valued at $78,069, 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 (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.
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 Quarterly Report.
PART II. OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
($ in thousands)
Certain legal proceedings in which we are involved are discussed in Note L to the Consolidated Financial Statements and Part I, Item 3 included in our Annual Report on Form 10-K for the year ended December 31, 2008 and in Note U included in the Condensed Consolidated Financial Statements included in Part I of this 10-Q. 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, which are not indicated therein as having been dismissed remain outstanding.
26
On or about June 15, 2009, the Company was 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 the Company failed to provide mandated breaks to its 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 Company’s 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 6. EXHIBITS
| |
3.1 | Certificate of Incorporation of the Company (incorporated by reference to Exhibit 1 to the Company’s Current Report on Form 8-K, dated November 23, 1998). |
| |
3.2 | Amended & Restated By-Laws of the Company (incorporated by reference to Exhibit 99.1 to the Company’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 the Company’s Registration Statement on Form SB-2/A, dated September 29, 1993). |
| |
4.2 | Rights Agreement between the Company and American Stock Transfer and Trust Company (incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K dated November 16, 2001). |
| |
10.1 | 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). |
| |
10.2 | 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). |
| |
10.3 | 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). |
| |
10.4 | 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). |
| |
10.5 | 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). |
| |
10.6 | 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). |
| |
10.7 | 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). |
| |
10.8 | 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 |
27
| |
| filed with the Securities and Exchange Commission on July 16, 2009). |
| |
10.9 | Employment Agreement dated October 7, 2009 between the Company and Robert Schmertz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2009). |
| |
10.10 | Amendment No. 4 dated October 7, 2009 to Employment Agreement of Arvind Dharia between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 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.
28
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 9, 2009 | | | | |
| | | | |
| 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 |
29
Exhibit Index
| | | | |
Exhibit No. | | Description | |
| | | | |
| 3.1 | | Certificate of Incorporation of the Company (incorporated by reference to Exhibit 1 to the Company’s Current Report on Form 8-K, dated November 23, 1998). |
| | | |
| 3.2 | | Amended and Restated By-Laws of the Company (incorporated by reference to Exhibit 99.1 to the Company’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 the Company’s Registration Statement on Form SB-2/A, dated September 29, 1993). |
| | | |
| 4.2 | | Rights Agreement between the Company 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). |
| | | |
| 10.1 | | 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). |
| | | |
| 10.2 | | 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). |
| | | |
| 10.3 | | 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). |
| | | |
| 10.4 | | 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). |
| | | |
| 10.5 | | 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). |
| | | |
| 10.6 | | 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). |
| | | |
| 10.7 | | 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). |
| | | |
| 10.8 | | 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). |
| | | |
| 10.9 | | Employment Agreement dated October 7, 2009 between the Company and Robert Schmertz (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 2009). |
| | | |
| 10.10 | | Amendment No. 4 dated October 7, 2009 to Employment Agreement of Arvind Dharia between the Company and Arvind Dharia (incorporated by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 13, 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.
