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: July 26, 2012
(Date of earliest event reported)
STEVEN MADDEN, LTD.
(Exact Name of Registrant as Specified in 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)) |
Item 2.02. | Results of Operations and Financial Condition. |
On July 26, 2012, Steven Madden, Ltd. (the “Company”) issued a press release, furnished as Exhibit 99.1 and incorporated in this Item 2.02 by reference, announcing the Company’s financial results for the quarter ended June 30, 2012.
The information contained in 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 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 this Report is not intended to, and does not, constitute a determination or admission by the Company that the information in this 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 | Description | |
99.1 | Press Release, dated July 26, 2012, issued by Steven Madden, Ltd. |
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: July 26, 2012
STEVEN MADDEN, LTD. | ||
By: | /s/ Edward R. Rosenfeld | |
Edward R. Rosenfeld | ||
Chief Executive Officer |
Exhibit 99.1
Steve Madden Announces Second Quarter 2012 Results
LONG ISLAND CITY, N.Y., July 26, 2012 -- Steve Madden (Nasdaq: SHOO), a leading designer and marketer of fashion footwear and accessories for women, men and children, today announced financial results for the second quarter ended June 30, 2012.
· | Second quarter net sales increased 38.0% to $288.7 million. |
· | Retail comparable store sales increased 6.8% for the second quarter. |
· | Second quarter net income was $26.9 million, or $0.61 per diluted share. Net income included a $2.5 million charge for a class action lawsuit related to unauthorized text messaging and a $1.8 million charge for impairment of a note receivable from the Company’s former licensee for Betsey Johnson retail and apparel. On an after-tax basis, these charges negatively impacted net income by $2.6 million, or $0.06 per diluted share. The Company also recorded a $2.8 million, or $0.06 per diluted share, tax benefit for the year-to-date impact of a portion of earnings from the Company’s foreign operations that have been reinvested indefinitely. Net income for the second quarter of 2011 was $23.8 million, or $0.55 per diluted share. |
Edward Rosenfeld, Chairman and Chief Executive Officer, commented, “We delivered solid sales and earnings results in the second quarter despite a challenging retail environment. Overall the momentum in our business remains strong, with double-digit organic sales growth in each of our wholesale footwear, wholesale accessories and retail segments supplemented by meaningful contributions from our recent acquisitions. With our diversified platform spanning multiple brands, product categories, distribution channels and geographies, we believe we are well-positioned to drive top and bottom line growth in the second half of 2012 and beyond.”
Second Quarter 2012 Results
Second quarter net sales totaled $288.7 million compared to $209.2 million in the comparable period of 2011, an increase of 38.0%. Net sales from the wholesale business were $248.1 million compared to $175.2 million in the second quarter of 2011, driven by double-digit organic growth in wholesale footwear and accessories as well as the impact from the acquisitions of Topline, Cejon and SM Canada. Retail net sales grew 19.4% to $40.6 million compared to $34.0 million in the second quarter of the prior year. Same store sales increased 6.8% following an 11.6% increase in the prior year’s second quarter.
Gross margin was 36.1% in the second quarter of 2012 as compared to 40.2% in the same period last year. Gross margin in the wholesale business was 31.6% compared to 35.4% in the prior year’s second quarter. The decline was due primarily to sales mix shifts as a result of the acquisitions of Topline and Cejon as well as the growth in the Adesso Madden wholesale private label business, which increased 68.0% in the quarter. Excluding these mix shifts, wholesale gross margin was modestly higher compared to the same period in 2011. Retail gross margin decreased to 63.7%, compared to 64.8% in the second quarter of 2011, due primarily to increased markdowns in the sandal category.
Operating expenses as a percentage of sales were 23.1% compared to 24.5% in the second quarter of 2011, due to leverage on higher sales and an increased mix of wholesale, which has lower operating expenses as a percentage of sales than the retail business.
Operating income for the second quarter was $37.5 million, or 13.0% of net sales. Excluding the aforementioned charges for a class action lawsuit and note receivable impairment, operating income for the second quarter was $41.8 million, or 14.5% of net sales, as compared to operating income of $37.2 million, or 17.8% of net sales, in the same period of 2011.
Net income for the quarter increased 13.1% to $26.9 million, or $0.61 per diluted share. Net income included a $2.5 million charge for a class action lawsuit related to unauthorized text messaging and a $1.8 million charge for impairment of a note receivable from the Company’s former licensee for Betsey Johnson retail and apparel. On an after-tax basis, these charges negatively impacted net income by $2.6 million, or $0.06 per diluted share. The Company also recorded a $2.8 million, or $0.06 per diluted share, tax benefit for the year-to-date impact of a portion of earnings from the Company’s foreign operations that have been reinvested indefinitely. This compares to net income of $23.8 million, or $0.55 per diluted share, in the prior year’s second quarter.
The Company opened 4 Steve Madden full-price stores, 1 Steve Madden outlet store, 1 Superga store and 1 Superga Internet store in the second quarter. The Company ended the quarter with 96 company-operated retail locations, including eight outlets and two Internet stores.
Six-Month 2012 Results
For the first six months of 2012, net sales increased 47.9% to $554.7 million from $374.9 million in the comparable period last year.
Net income was $48.8 million, or $1.11 per diluted share, for the first six months of 2012 compared to $41.6 million, or $0.97 per diluted share, in the first six months of 2011.
At the end of the second quarter, cash, cash equivalents and marketable securities totaled $189.8 million.
Company Outlook
For fiscal 2012, the Company continues to expect that net sales will increase 24 – 26% from 2011. Diluted EPS is now expected to be in the range of $2.67 – $2.77, compared to previous guidance of $2.62 – $2.72. The current EPS guidance includes an expected tax benefit related to foreign operations in the second half of approximately $0.08 that was not included in the previous EPS guidance.
Conference Call Information
As previously announced, interested stockholders are invited to listen to the first quarter earnings conference call scheduled for today, Thursday, July 26, 2012, at 8:30 a.m. Eastern Time. The call will be broadcast live over the Internet and can be accessed by logging onto http://www.stevemadden.com. An online archive of the broadcast will be available within one hour of the conclusion of the call and will be accessible for a period of 30 days following the call. Additionally, a replay of the call can be accessed by dialing 877-870-5176 (U.S.) and 858-384-5517 (international), passcode 4429035, and will be available until August 26, 2012.
About Steve Madden
Steve Madden designs, sources and markets fashion-forward footwear and accessories for women, men and children. In addition to marketing products under its owned brands including Steve Madden, Steven by Steve Madden, Madden Girl, Stevies, Betsey Johnson, Betseyville, Report, R2 by Report, Big Buddha, Wild Pair and Cejon, the Company is the licensee of various brands, including Olsenboye for footwear, handbags and belts, Elizabeth and James, Superga, l.e.i. and GLO for footwear and Daisy Fuentes for handbags. The Company also designs and sources products under private label brand names for various retailers. The Company’s wholesale distribution includes department stores, specialty stores, luxury retailers, national chains and mass merchants. The Company also operates 96 retail stores (including the Company’s two online stores). The Company licenses certain of its brands to third parties for the marketing and sale of certain products, including for ready-to-wear, outerwear, intimate apparel, eyewear, hosiery, jewelry, fragrance, luggage and bedding and bath products.
Safe Harbor
This press release and oral statements made from time to time by representatives of the Company contain certain “forward looking statements” as that term is defined in the federal securities laws. The events described in forward looking statements may not occur. Generally these statements relate to business plans or strategies, projected or anticipated benefits or other consequences of the Company’s plans or strategies, projected or anticipated benefits from acquisitions to be made by the Company, or projections involving anticipated revenues, earnings or other aspects of the Company’s operating results. The words “may,” “will,” “expect,” “believe,” “anticipate,” “project,” “plan,” “intend,” “estimate,” and “continue,” and their opposites and similar expressions are intended to identify forward looking statements. The Company cautions you that these statements concern current expectations about the Company’s future results and condition and are not guarantees of future performance or events and are subject to a number of uncertainties, risks and other influences, many of which are beyond the Company’s control, that may influence the accuracy of the statements and the projections upon which the statements are based. Factors which may affect the Company’s results include, but are not limited to, the risks and uncertainties discussed in the Company’s Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K filed with the Securities and Exchange Commission. Any one or more of these uncertainties, risks and other influences could materially affect the Company’s results of operations and financial condition and whether forward looking statements made by the Company ultimately prove to be accurate and, as such, the Company’s actual results, performance and achievements could differ materially from those expressed or implied in these forward looking statements. The Company undertakes no obligation to publicly update or revise any forward looking statements, whether as a result of new information, future events or otherwise.
STEVEN MADDEN, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS DATA
(In thousands, except per share amounts)
(Unaudited)
Three Months Ended | Six Months Ended | |||||||||||||||
Jun 30, 2012 | Jun 30, 2011 | Jun 30, 2012 | Jun 30, 2011 | |||||||||||||
Net sales | $ | 288,692 | $ | 209,152 | $ | 554,662 | $ | 374,907 | ||||||||
Cost of sales | 184,438 | 125,057 | 354,315 | 221,680 | ||||||||||||
Gross profit | 104,254 | 84,095 | 200,347 | 153,227 | ||||||||||||
Commission and licensing fee income, net | 4,252 | 4,432 | 8,725 | 8,999 | ||||||||||||
Operating expenses | 66,702 | 51,339 | 131,909 | 97,583 | ||||||||||||
Impairment of note receivable and provision for litigation | 4,310 | — | 4,310 | — | ||||||||||||
Income from operations | 37,494 | 37,188 | 72,853 | 64,643 | ||||||||||||
Interest and other income, net | 1,663 | 1,656 | 2,133 | 3,173 | ||||||||||||
Income before provision for income taxes | 39,157 | 38,844 | 74,986 | 67,816 | ||||||||||||
Provision for income taxes | 12,269 | 15,149 | 26,171 | 26,269 | ||||||||||||
Net income | 26,888 | 23,695 | 48,815 | 41,547 | ||||||||||||
Net income (loss) attributable to noncontrolling interest | (11 | ) | (89 | ) | 48 | (89 | ) | |||||||||
Net Income attributable to Steven Madden, Ltd | $ | 26,899 | $ | 23,784 | $ | 48,767 | $ | 41,636 | ||||||||
Basic income per share | $ | 0.63 | $ | 0.56 | $ | 1.14 | $ | 0.99 | ||||||||
Diluted income per share | $ | 0.61 | $ | 0.55 | $ | 1.11 | $ | 0.97 | ||||||||
Basic weighted average common shares outstanding | 42,980 | 42,156 | 42,837 | 42,053 | ||||||||||||
Diluted weighted average common shares outstanding | 43,943 | 43,259 | 43,912 | 43,025 |
STEVEN MADDEN, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEET DATA
(In thousands)
As of | ||||||||||||
Jun 30, 2012 | Dec 31, 2011 | Jun 30, 2011 | ||||||||||
(Unaudited) | (Unaudited) | |||||||||||
Cash and cash equivalents | $ | 80,717 | $ | 102,830 | $ | 31,261 | ||||||
Marketable securities (current & non current) | 109,087 | 77,663 | 100,937 | |||||||||
Accounts receivables, net | 187,355 | 153,424 | 160,606 | |||||||||
Inventories | 90,999 | 59,644 | 67,723 | |||||||||
Other current assets | 29,302 | 25,000 | 19,285 | |||||||||
Property and equipment, net | 37,929 | 31,587 | 25,896 | |||||||||
Goodwill and intangibles, net | 228,200 | 174,462 | 172,364 | |||||||||
Other assets | 13,431 | 15,176 | 18,205 | |||||||||
Total assets | $ | 777,020 | $ | 639,786 | $ | 596,277 | ||||||
Accounts payable | $ | 118,286 | $ | 69,747 | $ | 96,208 | ||||||
Contingent payment liability (current & non current) | 62,730 | 37,921 | 42,803 | |||||||||
Other current liabilities | 46,789 | 51,208 | 39,203 | |||||||||
Other long term liabilities | 9,146 | 6,152 | 5,915 | |||||||||
Total Steven Madden, Ltd stockholders' equity | 540,139 | 474,876 | 412,237 | |||||||||
Noncontrolling interest | (70 | ) | (118 | ) | (89 | ) | ||||||
Total liabilities and stockholders' equity | $ | 777,020 | $ | 639,786 | $ | 596,277 |
STEVEN MADDEN, LTD. AND SUBSIDIARIES
CONDENSED CONSOLIDATED CASH FLOW DATA
(In thousands)
(Unaudited)
Six Months Ended | ||||||||
Jun 30, 2012 | Jun 30, 2011 | |||||||
Net cash provided by operating activities | $ | 43,057 | $ | 21,894 | ||||
Investing Activities | ||||||||
Purchase of property and equipment | (8,030 | ) | (5,973 | ) | ||||
Purchases / sales of marketable securities, net | (30,514 | ) | 27,097 | |||||
Purchase of note receivable | (3,085 | ) | — | |||||
Payment of contingent liability | (2,367 | ) | — | |||||
Acquisition, net of cash acquired | (29,367 | ) | (85,234 | ) | ||||
Net cash used in investing activities | (73,363 | ) | (64,110 | ) | ||||
Net cash provided by financing activities | 8,193 | 7,326 | ||||||
Net decrease in cash and cash equivalents | (22,113 | ) | (34,890 | ) | ||||
Cash and cash equivalents - beginning of period | 102,830 | 66,151 | ||||||
Cash and cash equivalents - end of year period | $ | 80,717 | $ | 31,261 |
Contact
ICR, Inc.
Investor Relations
Jean Fontana, 203-682-8200
www.icrinc.com