Form 8-K - Current report

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report: August 2, 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. ☐

Item 2.02 Results of Operations and Financial Condition.

On August 2, 2023, Steven Madden, Ltd. (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated into this Item 2.02 by reference, announcing the Company’s financial results for the second quarter of its fiscal year ending December 31, 2023.

Item 8.01 Other Events.

The Company’s press release on August 2, 2023 also announced that the Company’s Board of Directors has declared a quarterly cash dividend of $0.21 per share on the Company’s outstanding shares of common stock. The dividend is payable on September 25, 2023 to stockholders of record as of the close of business on September 15, 2023.

The full text of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, is being furnished, and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1, shall not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in Item 2.02 of this Current Report is not intended to, and does not, constitute a determination or admission by the Company that the information in Item 2.02 of this Current Report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description

99.1		Press Release, dated August 2, 2023, announcing the Company’s 2023 Second Quarter Results and Declaration of a Cash Dividend.

104		Cover Page Interactive Data File (formatted as Inline XBRL).

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: August 2, 2023

	STEVEN MADDEN, LTD.

	By:	/s/ Edward Rosenfeld
	Name:	Edward Rosenfeld
	Title:	Chief Executive Officer

Exhibit 99.1

Steve Madden Announces Second Quarter 2023 Results

LONG ISLAND CITY, N.Y., August 2, 2023 – Steven Madden, Ltd. (Nasdaq: SHOO), a leading designer and marketer of fashion-forward footwear, accessories and apparel for women, men and children, today announced financial results for the second quarter ended June 30, 2023.

Amounts referred to as “Adjusted” are non-GAAP measures that exclude the items defined as “Non-GAAP Adjustments” in the “Non-GAAP Reconciliation” section.

Second Quarter 2023 Results

●	Revenue decreased 16.8% to $445.3 million compared to $535.0 million in the same period of 2022.
●	Gross profit as a percentage of revenue was 42.6% compared to 40.7% in the same period of 2022.
●	Operating expenses as a percentage of revenue were 32.7% compared to 28.5% in the same period of 2022. Adjusted operating expenses as a percentage of revenue were 32.6% compared to 28.2% in the same period of 2022.
●	Income from operations totaled $44.0 million, or 9.9% of revenue, compared to $65.2 million, or 12.2% of revenue, in the same period of 2022. Adjusted income from operations totaled $44.5 million, or 10.0% of revenue, compared to $67.0 million, or 12.5% of revenue, in the same period of 2022.
●	Net income attributable to Steven Madden, Ltd. was $34.5 million, or $0.46 per diluted share, compared to $48.5 million, or $0.62 per diluted share, in the same period of 2022. Adjusted net income attributable to Steven Madden, Ltd. was $34.9 million, or $0.47 per diluted share, compared to $49.8 million, or $0.63 per diluted share, in the same period of 2022.

Edward Rosenfeld, Chairman and Chief Executive Officer, commented, “We were pleased to deliver earnings results in line with expectations for the second quarter despite the challenging operating environment. Our performance in the quarter reflects our disciplined control of inventory and expenses, even as we continue to invest in product innovation, consumer engagement and our long-term growth initiatives. While the retail environment remains choppy, we are confident that the power of our brands and the strength of our business model position us for sustainable growth and value creation over the long term.”

Second Quarter 2023 Channel Results

Revenue for the wholesale business was $314.6 million, a 20.8% decrease compared to the second quarter of 2022, including a 19.4% decrease in wholesale footwear revenue and a 24.6% decrease in wholesale accessories/apparel revenue. Gross profit as a percentage of wholesale revenue increased to 33.6% compared to 31.6% in the second quarter of 2022 driven by margin improvement in the wholesale accessories/apparel segment.

Direct-to-consumer revenue was $128.2 million, a 5.4% decrease compared to the second quarter of 2022 driven by declines in both the brick-and-mortar and e-commerce businesses. Gross profit as a percentage of direct-to-consumer revenue was 63.7% compared to 66.4% in the second quarter of 2022 driven by increased promotional activity.

The Company ended the quarter with 242 brick-and-mortar retail stores and five e-commerce websites, as well as 22 company-operated concessions in international markets.

Balance Sheet and Cash Flow Highlights

As of June 30, 2023, cash, cash equivalents and short-term investments totaled $274.4 million. Inventory totaled $207.8 million, a 32.2% decrease compared to the second quarter of 2022.

During the second quarter of 2023, the Company spent approximately $25.8 million on repurchases of its common stock, which includes shares acquired through the net settlement of employees’ stock awards.

Quarterly Cash Dividend

The Company’s Board of Directors approved a quarterly cash dividend of $0.21 per share. The dividend is payable on September 25, 2023 to stockholders of record as of the close of business on September 15, 2023.

2023 Outlook

For 2023, the Company continues to expect revenue will decrease 6.5% to 8.0% compared to 2022. The Company expects diluted EPS will be in the range of $2.38 to $2.48. The Company continues to expect Adjusted diluted EPS will be in the range of $2.40 to $2.50.

Conference Call Information

Interested stockholders are invited to listen to the conference call scheduled for today, August 2, 2023, at 8:30 a.m. Eastern Time, which will include a discussion of the Company’s second quarter 2023 earnings results and 2023 outlook. The call will be webcast live on the Company’s website at https://investor.stevemadden.com. A webcast replay of the conference call will be available on the Company’s website or via the following webcast link https://edge.media-server.com/mmc/p/oqycft6w beginning today at approximately 10:00 a.m. Eastern Time.

About Steve Madden

Steve Madden designs, sources and markets fashion-forward footwear, accessories and apparel for women, men and children. 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 sandals, dress shoes, fashion sneakers, boots, booties 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.

STEVEN MADDEN, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

(In thousands, except per share amounts)

(Unaudited)

	Three Months Ended					Six Months Ended
	June 30, 2023		June 30, 2022			June 30, 2023		June 30, 2022

Net sales	$	442,837	$	532,680		$	904,574	$	1,090,024
Commission and licensing fee income		2,465		2,309			4,562		4,699
Total revenue		445,302		534,989			909,136		1,094,723
Cost of sales		255,432		317,224			524,174		649,060
Gross profit		189,870		217,765			384,962		445,663
Operating expenses		145,830		152,526			294,411		282,528
Income from operations		44,040		65,239			90,551		163,135
Interest and other income/(expense) – net		1,956		(1,291	)		3,976		(1,234	)
Income before provision for income taxes		45,996		63,948			94,527		161,901
Provision for income taxes		10,923		15,033			22,668		38,393
Net income		35,073		48,915			71,859		123,508
Less: net income attributable to noncontrolling interest		544		455			600		535
Net income attributable to Steven Madden, Ltd.	$	34,529	$	48,460		$	71,259	$	122,973

Basic net income per share	$	0.47	$	0.63		$	0.96	$	1.60

Diluted net income per share	$	0.46	$	0.62		$	0.95	$	1.55

Basic weighted average common shares outstanding		73,613		76,556			74,053		76,902

Diluted weighted average common shares outstanding		74,883		78,714			75,361		79,190

Cash dividends declared per common share	$	0.21	$	0.21		$	0.42	$	0.42

STEVEN MADDEN, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

			As of
	June 30, 2023		December 31, 2022		June 30, 2022
	(Unaudited)				(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	258,056	$	274,713	$	150,929
Short-term investments		16,358		15,085		29,569
Accounts receivable, net of allowances		41,332		37,937		31,377
Factor accounts receivable		256,627		248,228		344,716
Inventories		207,839		228,752		306,547
Prepaid expenses and other current assets		24,282		22,989		31,047
Income tax receivable and prepaid income taxes		23,405		15,853		12,225
Total current assets		827,899		843,557		906,410
Note receivable – related party		201		401		598
Property and equipment, net		42,267		40,664		35,004
Operating lease right-of-use asset		116,871		90,264		85,608
Deposits and other		10,858		12,070		4,029
Deferred taxes		2,135		1,755		6,517
Goodwill – net		168,967		168,085		167,959
Intangibles – net		101,047		101,192		107,167
Total Assets	$	1,270,245	$	1,257,988	$	1,313,292
LIABILITIES
Current liabilities:
Accounts payable	$	130,417	$	130,542	$	105,130
Accrued expenses		134,469		138,523		219,005
Operating leases – current portion		36,593		29,499		31,074
Income taxes payable		7,773		9,403		14,100
Contingent payment liability – current portion		1,153		1,153		2,000
Accrued incentive compensation		7,237		11,788		8,334
Total current liabilities		317,642		320,908		379,643
Operating leases – long-term portion		96,277		79,128		76,023
Deferred tax liabilities		3,923		3,923		3,378
Other liabilities		10,686		10,166		10,930
Total Liabilities		428,528		414,125		469,974

STOCKHOLDERS’ EQUITY
Total Steven Madden, Ltd. stockholders’ equity		824,516		831,553		833,534
Noncontrolling interest		17,201		12,310		9,784
Total stockholders’ equity		841,717		843,863		843,318
Total Liabilities and Stockholders’ Equity	$	1,270,245	$	1,257,988	$	1,313,292

STEVEN MADDEN, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Six Months Ended
	June 30, 2023			June 30, 2022
Cash flows from operating activities:
Net income	$	71,859		$	123,508
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation		12,239			12,150
Depreciation and amortization		7,257			10,471
Loss on disposal of fixed assets		193			260
Impairment of lease right-of-use asset		95			—
Deferred taxes		—			(1,936	)
Accrued interest on note receivable - related party		(4	)		(8	)
Notes receivable - related party		204			204
Change in valuation of contingent payment liabilities		—			(4,960	)
Other operating activities		26			—
Changes, net of acquisitions, in:
Accounts receivable		(3,395	)		(4,564	)
Factor accounts receivable		(6,256	)		20,589
Inventories		22,417			(53,222	)
Prepaid expenses, income tax receivables, prepaid taxes, and other assets		(8,572	)		(7,676	)
Accounts payable and accrued expenses		(7,316	)		(44,197	)
Accrued incentive compensation		(4,551	)		(6,537	)
Leases and other liabilities		(1,939	)		(3,457	)
Payment of contingent consideration		—			(339	)

Net cash provided by operating activities		82,257			40,286

Cash flows from investing activities:
Capital expenditures		(7,793	)		(5,263	)
Purchase of a trademark		—			(2,000	)
Purchases of short-term investments		(11,406	)		(38,951	)
Maturity/sale of short-term investments		10,445			53,803

Net cash (used in)/provided by investing activities		(8,754	)		7,589

Cash flows from financing activities:
Proceeds from exercise of stock options		870			415
Investment of noncontrolling interest		4,582			—
Common stock purchased for treasury		(64,235	)		(77,027	)
Cash dividends paid on common stock		(31,895	)		(33,389	)
Payment of contingent consideration		—			(4,770	)
Net cash used in financing activities		(90,678	)		(114,771	)
Effect of exchange rate changes on cash and cash equivalents		518			(1,674	)
Net decrease in cash and cash equivalents		(16,657	)		(68,570	)
Cash and cash equivalents – beginning of period		274,713			219,499

Cash and cash equivalents – end of period	$	258,056		$	150,929

STEVEN MADDEN, LTD. AND SUBSIDIARIES

NON-GAAP RECONCILIATION

(In thousands, except per share amounts)

(Unaudited)

The Company uses non-GAAP financial information to evaluate its operating performance and in order to represent the manner in which the Company conducts and views its business. Additionally, the Company believes the information assists investors in comparing the Company’s performance across reporting periods on a consistent basis by excluding items that are not indicative of its core business. The non-GAAP financial information is provided in addition to, and not as an alternative to, the Company’s reported results prepared in accordance with GAAP.

Table 1 - Reconciliation of GAAP operating expenses to Adjusted operating expenses

	Three Months Ended						Six Months Ended
	June 30, 2023			June 30, 2022			June 30, 2023			June 30, 2022

GAAP operating expenses	$	145,830		$	152,526		$	294,411		$	282,528
Non-GAAP Adjustments		(495	)		(1,713	)		(1,676	)		1,753
Adjusted operating expenses	$	145,335		$	150,813		$	292,735		$	284,281

Table 2 - Reconciliation of GAAP income from operations to Adjusted income from operations

	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022

GAAP income from operations	$	44,040	$	65,239	$	90,551	$	163,135
Non-GAAP Adjustments		495		1,713		1,676		(1,753	)
Adjusted income from operations	$	44,535	$	66,952	$	92,227	$	161,382

Table 3 - Reconciliation of GAAP provision for income taxes to Adjusted provision for income taxes

	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022

GAAP provision for income taxes	$	10,923	$	15,033	$	22,668	$	38,393
Non-GAAP Adjustments		116		399		394		(1,934	)
Adjusted provision for income taxes	$	11,039	$	15,432	$	23,062	$	36,459

Table 4 - Reconciliation of GAAP net income attributable to Steven Madden, Ltd. to Adjusted net income attributable to Steven Madden, Ltd.

	Three Months Ended				Six Months Ended
	June 30, 2023		June 30, 2022		June 30, 2023		June 30, 2022

GAAP net income attributable to Steven Madden, Ltd.	$	34,529	$	48,460	$	71,259	$	122,973
Non-GAAP Adjustments		378		1,313		1,282		180
Adjusted net income attributable to Steven Madden, Ltd.	$	34,907	$	49,773	$	72,541	$	123,153

GAAP diluted net income per share	$	0.46	$	0.62	$	0.95	$	1.55

Adjusted diluted net income per share	$	0.47	$	0.63	$	0.96	$	1.56

Table 5 - Reconciliation of GAAP diluted net income per share to Adjusted diluted net income per share in 2023 outlook

	2023 Outlook
	Low End		High End

GAAP diluted net income per share	$	2.38	$	2.48
Non-GAAP Adjustments		0.02		0.02
Adjusted diluted net income per share	$	2.40	$	2.50

Non-GAAP Adjustments include the items below.

For the second quarter of 2023:

●	$0.5 million pre-tax ($0.4 million after-tax) expense in connection with certain severances and termination benefits, included in operating expenses.

For the second quarter of 2022:

●	$1.8 million pre-tax ($1.4 million after-tax) expense in connection with the accelerated amortization of a trademark, included in operating expenses.
●	$0.1 million pre-tax ($0.04 million after-tax) benefit in connection with the change in valuation of contingent considerations, included in operating expenses.

For the 2023 outlook:

●	$1.7 million pre-tax ($1.3 million after-tax) expense in connection with certain severances, termination benefits and a corporate office relocation, included in operating expenses.

Contact

Steven Madden, Ltd.

VP of Corporate Development & Investor Relations

Danielle McCoy

718-308-2611

InvestorRelations@stevemadden.com

Cover	Aug. 02, 2023
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Aug. 02, 2023
Entity File Number	000-23702
Entity Registrant Name	STEVEN MADDEN, LTD.
Entity Central Index Key	0000913241
Entity Tax Identification Number	13-3588231
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	52-16 Barnett Avenue
Entity Address, City or Town	Long Island City
Entity Address, State or Province	NY
Entity Address, Postal Zip Code	11104
City Area Code	(718)
Local Phone Number	446-1800
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $0.0001 per share
Trading Symbol	SHOO
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false