スティーブンマデンの適時開示・決算・その他

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: November 7, 2024

(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 November 7, 2024, 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 third quarter of its fiscal year ending December 31, 2024.

Item 8.01 Other Events.

The Company’s press release on November 7, 2024 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 December 27, 2024 to stockholders of record as of the close of business on December 13, 2024.

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 November 7, 2024, announcing the Company’s 2024 Third 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: November 7, 2024

	STEVEN MADDEN, LTD.

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

EX-99.1 2 ex99-1.htm

Exhibit 99.1

Steve Madden Announces Third Quarter 2024 Results

LONG ISLAND CITY, N.Y., November 7, 2024 – Steven Madden, Ltd. (Nasdaq: SHOO), a leading designer and marketer of fashion-forward footwear, accessories and apparel, today announced financial results for the third quarter ended September 30, 2024.

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

Third Quarter 2024 Results

●	Revenue increased 13.0% to $624.7 million, compared to $552.7 million in the same period of 2023.
●	Gross profit as a percentage of revenue was 41.5%, compared to 42.1% in the same period of 2023. Adjusted gross profit as a percentage of revenue was 41.6% in the third quarter of 2024.
●	Operating expenses as a percentage of revenue were 28.6%, compared to 27.1% in the same period of 2023. Adjusted operating expenses as a percentage of revenue were 27.9%, compared to 27.0% in the same period of 2023.
●	Income from operations totaled $74.6 million, or 11.9% of revenue, compared to $82.7 million, or 15.0% of revenue, in the same period of 2023. Adjusted income from operations totaled $85.4 million, or 13.7% of revenue, compared to $83.4 million, or 15.1% of revenue, in the same period of 2023.
●	Net income attributable to Steven Madden, Ltd. was $55.3 million, or $0.77 per diluted share, compared to $64.4 million, or $0.87 per diluted share, in the same period of 2023. Adjusted net income attributable to Steven Madden, Ltd. was $64.8 million, or $0.91 per diluted share, compared to $65.1 million, or $0.88 per diluted share, in the same period of 2023.

Edward Rosenfeld, Chairman and Chief Executive Officer, commented, “We delivered strong results in the third quarter, with revenue and Adjusted earnings exceeding expectations. This performance was driven by outstanding growth in the accessories and apparel categories – including another quarter of exceptional performance in Steve Madden handbags and a strong contribution from newly acquired Almost Famous – and robust top line gains in international markets and direct-to-consumer channels, demonstrating our team’s strong execution of our key strategic initiatives. Based on these results, we are raising our guidance for 2024 revenue and Adjusted earnings.”

Third Quarter 2024 Channel Results

Revenue for the wholesale business was $495.7 million, a 14.4% increase compared to the third quarter of 2023. Excluding the newly acquired Almost Famous, wholesale revenue increased 4.8%. Wholesale footwear revenue decreased 2.2%. Wholesale accessories/apparel revenue increased 54.2%, or 21.6% excluding Almost Famous. Gross profit as a percentage of wholesale revenue was 35.5%, compared to 35.9% in the third quarter of 2023, driven by the impact of Almost Famous.

Direct-to-consumer revenue was $125.5 million, a 7.8% increase compared to the third quarter of 2023. Gross profit as a percentage of direct-to-consumer revenue increased to 64.0%, compared to 63.7% in the third quarter of 2023, driven by reduced promotional activity.

The Company ended the quarter with 282 brick-and-mortar retail stores and five e-commerce websites, as well as 67 company-operated concessions in international markets.

Balance Sheet and Cash Flow Highlights

As of September 30, 2024, cash, cash equivalents and short-term investments totaled $150.5 million. Inventory totaled $268.7 million, compared to $205.7 million at the end of the third quarter of 2023.

During the third quarter of 2024, the Company spent $20.2 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 December 27, 2024 to stockholders of record as of the close of business on December 13, 2024.

Updated 2024 Outlook

For fiscal 2024, the Company now expects revenue will increase 13% to 14% compared to 2023. The Company now expects diluted EPS will be in the range of $2.36 to $2.41. The Company now expects Adjusted diluted EPS will be in the range of $2.62 to $2.67.

Conference Call Information

Interested stockholders are invited to listen to the conference call scheduled for today, November 7, 2024, at 8:30 a.m. Eastern Time, which will include a discussion of the Company’s third quarter 2024 earnings results and 2024 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/ktw3zrco 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. In addition to marketing products under its own brands including Steve Madden®, Dolce Vita®, Betsey Johnson®, and Blondo®, Steve Madden licenses footwear, handbags and other accessory 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. In addition, Steve Madden 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:

	●	geopolitical tensions in the regions in which we operate and any related challenging macroeconomic conditions globally that may materially adversely affect our customers, vendors, and partners, and the duration and extent to which these factors may impact our future business and operations, results of operations and financial condition;
	●	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 hiring and retention of key personnel;
	●	the Company’s ability to successfully implement growth strategies and integrate acquired businesses;
	●	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					Nine Months Ended
	September 30, 2024			September 30, 2023		September 30, 2024		September 30, 2023

Net sales	$	621,170		$	549,846	$	1,693,446	$	1,454,420
Licensing fee income		3,505			2,886		7,163		7,448
Total revenue		624,675			552,732		1,700,609		1,461,868
Cost of sales		365,131			320,107		999,121		844,281
Gross profit		259,544			232,625		701,488		617,587
Operating expenses		178,915			149,887		507,343		444,298
Change in valuation of contingent payment liability		(2,584	)		—		5,616		—
Impairment of intangibles		8,635			—		10,335		—
Income from operations		74,578			82,738		178,194		173,289
Interest and other income, net		1,400			1,922		4,309		5,898
Income before provision for income taxes		75,978			84,660		182,503		179,187
Provision for income taxes		19,390			19,552		44,404		42,219
Net income		56,588			65,108		138,099		136,968
Less: net income attributable to noncontrolling interest		1,310			695		3,510		1,295
Net income attributable to Steven Madden, Ltd.	$	55,278		$	64,413	$	134,589	$	135,673

Basic income per share	$	0.78		$	0.88	$	1.88	$	1.84

Diluted income per share	$	0.77		$	0.87	$	1.87	$	1.81

Basic weighted average common shares outstanding		70,806			72,943		71,516		73,679

Diluted weighted average common shares outstanding		71,569			74,071		72,135		74,917

Cash dividends declared per common share	$	0.21		$	0.21	$	0.63	$	0.63

STEVEN MADDEN, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands)

	As of
	September 30, 2024		December 31, 2023		September 30, 2023
	(Unaudited)				(Unaudited)
ASSETS
Current assets:
Cash and cash equivalents	$	139,414	$	204,640	$	191,804
Short-term investments		11,064		15,173		14,641
Accounts receivable, net of allowances		56,297		40,246		58,538
Factor accounts receivable		426,408		320,723		342,871
Inventories		268,669		228,990		205,693
Prepaid expenses and other current assets		28,041		29,009		24,334
Income tax receivable and prepaid income taxes		14,950		16,051		15,702
Total current assets		944,843		854,832		853,583
Note receivable - related party		—		—		100
Property and equipment, net		52,906		47,199		44,920
Operating lease right-of-use asset		148,391		122,783		113,058
Deposits and other		20,166		16,250		10,567
Deferred tax assets		609		609		1,570
Goodwill		181,905		180,003		168,612
Intangibles, net		108,308		126,267		99,817
Total Assets	$	1,457,128	$	1,347,943	$	1,292,227
LIABILITIES
Current liabilities:
Accounts payable	$	225,586	$	161,140	$	140,623
Accrued expenses		150,067		154,751		129,754
Operating leases - current portion		43,812		40,342		36,521
Income taxes payable		12,435		5,998		13,519
Contingent payment liability - current portion		7,716		3,325		1,153
Accrued incentive compensation		13,347		12,068		10,190
Total current liabilities		452,963		377,624		331,760
Contingent payment liability - long-term portion		11,200		9,975		—
Operating leases - long-term portion		118,674		98,536		91,916
Deferred tax liabilities		8,777		8,606		3,923
Other liabilities		5,448		5,170		10,914
Total Liabilities		597,062		499,911		438,513

STOCKHOLDERS’ EQUITY
Total Steven Madden, Ltd. stockholders’ equity		833,923		829,598		837,038
Noncontrolling interest		26,143		18,434		16,676
Total stockholders’ equity		860,066		848,032		853,714
Total Liabilities and Stockholders’ Equity	$	1,457,128	$	1,347,943	$	1,292,227

STEVEN MADDEN, LTD. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands)

(Unaudited)

	Nine Months Ended
	September 30, 2024			September 30, 2023
Cash flows from operating activities:
Net income	$	138,099		$	136,968
Adjustments to reconcile net income to net cash provided by operating activities:
Stock-based compensation		19,531			18,169
Depreciation and amortization		14,736			11,138
Loss on disposal of fixed assets		112			204
Impairment of intangibles		10,335			—
Loss on divestiture of business		3,199			—
Impairment of lease right-of-use asset		—			95
Accrued interest on note receivable - related party		—			(6	)
Notes receivable - related party		—			307
Change in valuation of contingent payment liability		5,616			—
Other operating activities		(48	)		417
Changes, net of acquisitions, in:
Accounts receivable		(15,794	)		(20,601	)
Factor accounts receivable		(108,276	)		(93,274	)
Inventories		(39,064	)		23,541
Prepaid expenses, income tax receivables, prepaid taxes, and other assets		(864	)		(264	)
Accounts payable and accrued expenses		66,853			4,991
Accrued incentive compensation		1,382			(1,598	)
Leases and other liabilities		(1,572	)		(2,331	)

Net cash provided by operating activities		94,245			77,756

Cash flows from investing activities:
Capital expenditures		(16,642	)		(13,899	)
Purchases of short-term investments		(12,840	)		(15,979	)
Maturity/sale of short-term investments		16,654			16,335
Acquisition of business		(4,259	)		—
Other investing activities		372			—
Net cash used in investing activities		(16,715	)		(13,543	)

Cash flows from financing activities:
Common stock repurchased and net settlements of stock awards		(95,788	)		(104,215	)
Proceeds from exercise of stock options		1,086			1,171
Investment of noncontrolling interest		—			4,582
Cash dividends paid on common stock		(45,880	)		(47,594	)
Distribution of noncontrolling interest		—			(1,102	)
Net cash used in financing activities		(140,582	)		(147,158	)
Effect of exchange rate changes on cash and cash equivalents		(2,174	)		36
Net decrease in cash and cash equivalents		(65,226	)		(82,909	)
Cash and cash equivalents – beginning of period		204,640			274,713

Cash and cash equivalents – end of period	$	139,414		$	191,804

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 gross profit to Adjusted gross profit

	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023

GAAP gross profit	$	259,544	$	232,625	$	701,488	$	617,587
Non-GAAP Adjustments		59		—		393		—
Adjusted gross profit	$	259,603	$	232,625	$	701,881	$	617,587

Table 2 - Reconciliation of GAAP operating expenses to Adjusted operating expenses

	Three Months Ended						Nine Months Ended
	September 30, 2024			September 30, 2023			September 30, 2024			September 30, 2023

GAAP operating expenses	$	178,915		$	149,887		$	507,343		$	444,298
Non-GAAP Adjustments		(4,680	)		(622	)		(6,301	)		(2,298	)
Adjusted operating expenses	$	174,235		$	149,265		$	501,042		$	442,000

Table 3 - Reconciliation of GAAP income from operations to Adjusted income from operations

	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023

GAAP income from operations	$	74,578	$	82,738	$	178,194	$	173,289
Non-GAAP Adjustments		10,790		622		22,645		2,298
Adjusted income from operations	$	85,368	$	83,360	$	200,839	$	175,587

Table 4 - Reconciliation of GAAP provision for income taxes to Adjusted provision for income taxes

	Three Months Ended					Nine Months Ended
	September 30, 2024		September 30, 2023			September 30, 2024		September 30, 2023

GAAP provision for income taxes	$	19,390	$	19,552		$	44,404	$	42,219
Non-GAAP Adjustments		1,238		(85	)		4,032		309
Adjusted provision for income taxes	$	20,628	$	19,467		$	48,436	$	42,528

Table 5 - Reconciliation of GAAP net income attributable to noncontrolling interest to Adjusted net income attributable to noncontrolling interest

	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023

GAAP net income attributable to noncontrolling interest	$	1,310	$	695	$	3,510	$	1,295
Non-GAAP Adjustments		25		—		155		—
Adjusted net income attributable to noncontrolling interest	$	1,335	$	695	$	3,665	$	1,295

Table 6 - Reconciliation of GAAP net income attributable to Steven Madden, Ltd. to Adjusted net income attributable to Steven Madden, Ltd.

	Three Months Ended				Nine Months Ended
	September 30, 2024		September 30, 2023		September 30, 2024		September 30, 2023

GAAP net income attributable to Steven Madden, Ltd.	$	55,278	$	64,413	$	134,589	$	135,673
Non-GAAP Adjustments		9,527		707		18,459		1,989
Adjusted net income attributable to Steven Madden, Ltd.	$	64,805	$	65,120	$	153,048	$	137,662

GAAP diluted net income per share	$	0.77	$	0.87	$	1.87	$	1.81

Adjusted diluted net income per share	$	0.91	$	0.88	$	2.12	$	1.84

Table 7 - Reconciliation of GAAP diluted net income per share to Adjusted diluted net income per share in 2024 outlook

	Updated 2024 Outlook
	Low End		High End

GAAP diluted net income per share	$	2.36	$	2.41
Non-GAAP Adjustments		0.26		0.26
Adjusted diluted net income per share	$	2.62	$	2.67

Non-GAAP Adjustments include the items below.

For the third quarter of 2024:

●	$3.2 million pre-tax ($3.7 million after-tax) expense in connection with a divestiture of a business, included in operating expenses.
●	$1.5 million pre-tax ($1.1 million after-tax) expense in connection with an acquisition and formation of joint ventures, included in operating expenses.
●	$8.6 million pre-tax ($6.6 million after-tax) expense in connection with a trademark impairment.
●	$2.6 million pre-tax ($2.0 million after-tax) benefit in connection with the change in valuation of a contingent consideration in connection with the acquisition of Almost Famous.

For the third quarter of 2023:

●	$2.7 million pre-tax ($2.3 million after-tax) expense in connection with the write-off of an investment in a subsidiary in Asia, included in operating expenses.
●	$2.2 million pre-tax ($1.6 million after-tax) benefit in connection with the dissolution of an entity in Asia, included in operating expenses.

Contact

Steven Madden, Ltd.

VP of Corporate Development & Investor Relations

Danielle McCoy

718-308-2611

InvestorRelations@stevemadden.com