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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of Report: October 20, 2023
(Date
of earliest event reported)
STEVEN
MADDEN, LTD.
(Exact
name of registrant as specified in its charter)
Delaware |
|
000-23702 |
|
13-3588231 |
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
52-16
Barnett Avenue, Long Island City, New York |
|
11104 |
(Address
of principal executive offices) |
|
(Zip
Code) |
Registrant’s
telephone number, including area code: (718) 446-1800
Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under
any of the following provisions:
☐ |
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
|
|
☐ |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
|
|
☐ |
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities
registered pursuant to Section 12(b) of the Act:
Title
of each class |
|
Trading
Symbol(s) |
|
Name
of each exchange on which registered |
Common
Stock, par value $0.0001 per share |
|
SHOO |
|
The
NASDAQ Stock Market LLC |
Indicate
by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405
of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company ☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
On
October 20, 2023, Daniel M. Friedman & Associates, Inc. (“Buyer”), a New York corporation and a wholly-owned subsidiary
of Steven Madden, Ltd. (the “Company” or “Madden”), acquired the business (the “Business”) of Turn
On Products Inc. d/b/a Almost Famous (“Seller” or “Almost Famous”), pursuant to an Asset Purchase Agreement,
by and among Buyer, Madden, Seller and the holders of capital stock of Seller. Almost Famous is a designer and marketer of women’s
apparel and has been the exclusive licensee of Madden NYC apparel since its launch in 2022. Almost Famous distributes its products to
wholesale customers, including mass merchants, department stores, off-price retailers and chain stores within the United States. Almost
Famous markets products under its own brands, primarily Almost Famous, as well as private label brands for various retailers. The purchase
price for the Business was $52 million in cash, subject to a customary working capital adjustment, plus future contingent payments based
on the Business achieving certain EBIT targets through September 30, 2027.
The
Company’s press release, dated October 23, 2023, is attached hereto as Exhibit 99.1.
Item
9.01. |
Financial
Statements and Exhibits. |
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Dated:
October 23, 2023
|
STEVEN
MADDEN, LTD. |
|
|
|
|
By:
|
/s/
Edward R. Rosenfeld |
|
|
Edward
R. Rosenfeld |
|
|
Chief
Executive Officer |
Exhibit
99.1
Steve
Madden Announces Acquisition of Almost Famous
LONG
ISLAND CITY, N.Y., October 23, 2023 – Steven Madden, Ltd. (Nasdaq: SHOO) (the “Company” or “Steve Madden”),
a leading designer and marketer of fashion footwear, accessories and apparel, today announced that it has completed the acquisition of
privately held Almost Famous, a designer and marketer of women’s apparel. Almost Famous markets products under its own brands,
primarily Almost Famous, as well as private label brands for various retailers. Almost Famous has also been the exclusive licensee of
Madden NYC apparel since its launch in 2022. Almost Famous distributes its products to wholesale customers, including mass merchants,
department stores, off-price retailers and chain stores within the United States. Almost Famous had revenue in the 12 months ended September
30, 2023 of approximately $163 million. The acquisition was completed for $52 million in cash, subject to a working capital adjustment,
plus an earn-out provision based on future financial performance.
Edward
Rosenfeld, Chairman and Chief Executive Officer of Steve Madden, commented, “We are pleased to further enhance our apparel platform
with the acquisition of Almost Famous. With its expertise in junior apparel and strength in value-priced channels, Almost Famous is a
strong complement to our existing Steve Madden apparel business, which is focused on contemporary styling and is primarily distributed
in department stores and e-commerce retailers.”
Peter
Kossoy and Robbie Regina, former owners and Co-Presidents of Almost Famous, added, “We are excited to join the Steve Madden family.
We are proud of what we’ve built at Almost Famous and look forward to partnering with Steve Madden to take the business to new
heights in the coming years.”
About
Steve Madden
Steve
Madden designs, sources and markets fashion-forward footwear, accessories and apparel. In addition to marketing products under its own
brands including Steve Madden®, Dolce Vita®, Betsey Johnson®, Blondo® and GREATS®, Steve Madden licenses footwear
and handbag categories for the Anne Klein® brand. Steve Madden also designs and sources products under private label brand names
for various retailers. Steve Madden’s wholesale distribution includes department stores, mass merchants, off-price retailers, shoe
chains, online retailers, national chains, specialty retailers and independent stores. Steve Madden also directly operates brick-and-mortar
retail stores and e-commerce websites. Steve Madden also licenses certain of its brands to third parties for the marketing and sale of
certain products in the apparel, accessory and home categories. For local store information and the latest boots, booties, fashion sneakers,
dress shoes, sandals, and more, please visit www.stevemadden.com, www.dolcevita.com and our other branded websites.
Safe
Harbor Statement Under the U.S. Private Securities Litigation Reform Act of 1995
This
press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private
Securities Litigation Reform Act of 1995. Examples of forward-looking statements include, among others, statements regarding revenue
and earnings guidance, plans, strategies, objectives, expectations and intentions. Forward-looking statements can be identified by words
such as: “may”, “will”, “expect”, “believe”, “should”, “anticipate”,
“project”, “predict”, “plan”, “intend”, “estimate”, or “confident”
and similar expressions or the negative of these expressions. Forward-looking statements are neither historical facts nor assurances
of future performance. Instead, they represent the Company’s current beliefs, expectations, and assumptions regarding anticipated
events and trends affecting its business and industry based on information available as of the time such statements are made. Investors
are cautioned that such forward-looking statements are inherently subject to risks and uncertainties, many of which cannot be predicted
with accuracy and some of which may be outside of the Company’s control. The Company’s actual results and financial condition
may differ materially from those indicated in these forward-looking statements. As such, investors should not rely upon them. Important
risk factors include:
|
● |
the
Company’s ability to navigate shifting macro-economic environments, including but not limited to, inflation and the potential
for recessionary conditions; |
|
● |
the
Company’s ability to accurately anticipate fashion trends and promptly respond to consumer demand; |
|
● |
the
Company’s ability to compete effectively in a highly competitive market; |
|
● |
the
Company’s ability to adapt its business model to rapid changes in the retail industry; |
|
● |
supply
chain disruptions to product delivery systems and logistics, and the Company’s ability to properly manage inventory; |
|
● |
the
Company’s reliance on independent manufacturers to produce and deliver products in a timely manner, especially when faced with
adversities such as work stoppages, transportation delays, public health emergencies, social unrest, changes in local economic conditions,
and political upheavals as well as their ability to meet the Company’s quality standards; |
|
● |
the
Company’s dependence on the retention and hiring of key personnel; |
|
● |
the
Company’s ability to successfully implement growth strategies; |
|
● |
changes
in trade policies and tariffs imposed by the United States government and the governments of other nations in which the Company manufactures
and sells products; |
|
● |
the
Company’s ability to adequately protect its trademarks and other intellectual property rights; |
|
● |
the
Company’s ability to maintain adequate liquidity when negatively impacted by unforeseen events such as an epidemic or a pandemic,
which may cause disruption to the Company’s business operations for an indeterminable period of time; |
|
● |
legal,
regulatory, political and economic risks that may affect the Company’s sales in international markets; |
|
● |
changes
in U.S. and foreign tax laws that could have an adverse effect on the Company’s financial results; |
|
● |
additional
tax liabilities resulting from audits by various taxing authorities; |
|
● |
cybersecurity
risks and costs of defending against, mitigating, and responding to data security threats and breaches impacting the Company; |
|
● |
the
Company’s ability to achieve operating results that are consistent with prior financial guidance; and |
|
● |
other
risks and uncertainties indicated from time to time in the Company’s filings with the Securities and Exchange Commission. |
The
Company does not undertake, and disclaims, any obligation to publicly update any forward-looking statement, including, without limitation,
any guidance regarding revenue or earnings, whether as a result of new information, future developments, or otherwise.
Contact
Steven
Madden, Ltd.
VP
of Corporate Development & Investor Relations
Danielle
McCoy
718-308-2611
InvestorRelations@stevemadden.com
PR
Director
Chad
Evans
720-240-7935
chadevans@stevemadden.com
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