MADDEN STEVEN LTD
10QSB, 1996-08-14
FOOTWEAR, (NO RUBBER)
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<PAGE>
                                 UNITED STATES
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                                  FORM 10-QSB

(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
ACT OF 1934

For the quarterly period ended June 30, 1996

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES
EXCHANGE ACT OF 1934

For the transition period from ____________ to ___________________

For Quarter Ended June 30, 1996    Commission File Number 0-23702

                              STEVEN MADDEN, LTD.
            (Exact name of Registrant as specified in its charter)

New York                                           13-3588231
(State or other jurisdiction of       (I.R.S. Employer Identification No.)
incorporation or organization)

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

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 of 15 (d) of the Securities and Exchange Act of 1934
during the preceding 12 months and (2) has been subject to such filing
requirements for the past 90 days.

                                      Yes X   No ____

    Class                       Outstanding at August 13, 1996
Common Stock                         7,833,594

                                     - 1 -

<PAGE>
                              STEVEN MADDEN, LTD.
                                  FORM 10-QSB
                               QUARTERLY REPORT
                     PERIOD APRIL 1, 1996 TO JUNE 30, 1996


                               TABLE OF CONTENTS

PART I- FINANCIAL INFORMATION                          Page
ITEM 1  Condensed Consolidated Financial Statements:

        Consolidated Balance sheet .....................  3

        Consolidated Statements of Operations ..........  4

        Consolidated Statements of Changes in
          Stockholders' Equity .........................  5

        Consolidated Statement of cash flows ...........  6

        Notes to condensed consolidated
          financial statements .........................  7

ITEM 2  Management's discussion and analysis
          of financial condition and results of
          operations ...................................  8

PART II- OTHER INFORMATION

SIGNATURES ............................................. 14

                                     - 2 -

<PAGE>
                      STEVEN MADDEN, LTD. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEET

                               AS AT JUNE 30, 1996

                                   A S S E T S

Current assets:
   Cash and cash equivalents . . . . . . . . . . . . . . . . . .   $ 6,902,676
   Accounts receivable (net of allowance for
     doubtful accounts of $157,302). . . . . . . . . . . . . . .     2,432,053
   Due from factor (net of allowance for
     doubtful accounts of $189,000). . . . . . . . . . . . . . .     3,726,092
   Note receivable . . . . . . . . . . . . . . . . . . . . . . .       116,667
   Inventories . . . . . . . . . . . . . . . . . . . . . . . . .     1,154,670
   Prepaid advertising . . . . . . . . . . . . . . . . . . . . .       719,626
   Prepaid expenses and other current assets . . . . . . . . . .       361,694
   Prepaid taxes . . . . . . . . . . . . . . . . . . . . . . . .       822,771
                                                                   -----------
          Total current assets . . . . . . . . . . . . . . . . .    16,236,249

Note receivable, less current maturities . . . . . . . . . . . .       633,333
                                                                   -----------

Property and equipment . . . . . . . . . . . . . . . . . . . . .       861,944
                                                                   -----------

Other assets:
   Prepaid advertising . . . . . . . . . . . . . . . . . . . . .     1,400,000
   Deferred taxes. . . . . . . . . . . . . . . . . . . . . . . .       218,400
   Deposits. . . . . . . . . . . . . . . . . . . . . . . . . . .        83,724
   Cost in excess of fair market value (net of 
     accumulated amortization of $12,109). . . . . . . . . . . .     1,925,391
                                                                   -----------

          Total other assets . . . . . . . . . . . . . . . . . .     3,627,515
                                                                   -----------

          T O T A L. . . . . . . . . . . . . . . . . . . . . . .   $21,359,041
                                                                   ===========

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities:
   Note payable. . . . . . . . . . . . . . . . . . . . . . . . .   $   644,841
   Accounts payable and accrued expenses . . . . . . . . . . . .       743,391
   Accrued bonuses . . . . . . . . . . . . . . . . . . . . . . .       270,911
   Other current liabilities . . . . . . . . . . . . . . . . . .       144,396
                                                                   -----------

          Total current liabilities. . . . . . . . . . . . . . .     1,803,539
                                                                   -----------

Commitments and contingencies


Stockholders' equity:
   Common stock - $.0001 par value, 10,000,000 
     shares authorized, 7,833,594 issued and outstanding. .  . .           783
   Additional paid-in capital. . . . . . . . . . . . . . . . . .    17,521,378
   Unearned compensation . . . . . . . . . . . . . . . . . . . .      (392,160)
   Retained earnings . . . . . . . . . . . . . . . . . . . . . .     2,425,501
                                                                   -----------

          Total stockholders' equity . . . . . . . . . . . . . .    19,555,502
                                                                   -----------

          T O T A L. . . . . . . . . . . . . . . . . . . . . . .   $21,359,041
                                                                   ===========

                 The accompanying notes to financial statements
                          are an integral part hereof.


                                      - 3 -

<PAGE>
                      STEVEN MADDEN, LTD. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                       Three Months Ended               Six Months Ended
                                                            June 30,                        June 30,
                                                  ----------------------------    ----------------------------
                                                      1996            1995            1996            1995
                                                  ------------    ------------    ------------    ------------
<S>                                               <C>             <C>             <C>             <C>         
Sales .........................................   $  8,675,685    $  9,368,813    $ 16,484,012    $ 15,728,247

Cost of sales .................................      6,608,678       6,031,964      10,935,984      10,354,823
                                                  ------------    ------------    ------------    ------------

Gross profit ..................................      2,067,007       3,336,849       5,548,028       5,373,424

Other revenue .................................        264,974                         458,860                

Operating expenses ............................     (3,120,821)     (1,842,629)     (5,544,190)     (2,951,221)
                                                  ------------    ------------    ------------    ------------

Income (loss) from operations .................       (788,840)      1,494,220         462,698       2,422,203

Interest income (expense), net ................         73,551          33,741         174,210         (64,527)
                                                  ------------    ------------    ------------    ------------

Income (loss) before provision for income taxes       (715,289)      1,527,961         636,908       2,357,676

Provision (benefit) for income taxes ..........       (284,000)        576,000         261,000         726,000
                                                  ------------    ------------    ------------    ------------

NET INCOME (LOSS) .............................   $   (431,289)   $    951,961    $    375,908    $  1,631,676
                                                  ============    ============    ============    ============

Net income (loss) per share of common stock:
   Primary ....................................   $       (.04)   $        .15    $        .05    $        .25
                                                  ============    ============    ============    ============

Weighted average common shares outstanding ....      9,906,444       6,466,507       9,900,212       6,460,524
                                                  ============    ============    ============    ============
</TABLE>
                 The accompanying notes to financial statements
                          are an integral part hereof.

                                      - 4 -

<PAGE>
                      STEVEN MADDEN, LTD. AND SUBSIDIARIES

           CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                                      Additional    Retained                       Total
                                               Common Stock            Paid-in      Earnings      Unearned     Stockholders'
                                            Shares       Amount        Capital      (Deficit)   Compensation       Equity
                                           ---------   -----------   -----------   -----------  ------------    -----------
<S>                                        <C>         <C>           <C>           <C>           <C>            <C>        
BALANCE - DECEMBER 31, 1995 ..........     6,415,776   $       642   $11,179,214   $ 2,049,593   $  (464,036)   $12,765,413

Exercise of stock options and warrants     1,417,818           141     6,342,164                                  6,342,305

Net income ...........................                                                 375,908                      375,908

Amortization of unearned compensation                                                                 71,876         71,876
                                           ---------   -----------   -----------   -----------   -----------    -----------

BALANCE - JUNE 30, 1996 ..............     7,833,594   $       783   $17,521,378   $ 2,425,501   $  (392,160)   $19,555,502
                                           =========   ===========   ===========   ===========   ===========    ===========
</TABLE>
                 The accompanying notes to financial statements
                          are an integral part hereof.

                                      - 5 -

<PAGE>
                      STEVEN MADDEN, LTD. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                    Six Months Ended
                                                                        June 30,
                                                               --------------------------
                                                                   1996          1995
                                                               -----------    -----------
<S>                                                            <C>            <C>        
Cash flows from operating activities:
   Net income ..............................................   $   375,908    $ 1,631,676
   Adjustments to reconcile net income to net cash
     provided by (used in) operating activities:
       Depreciation and amortization .......................       106,407         40,263                
       Deferred compensation ...............................        71,876              0
       Provision for bad debts .............................       185,302         60,061
       Deferred rent expense ...............................         7,188         (7,188)
       Changes in operating assets and liabilities:
         (Increase) in accounts receivable - nonfactored ...    (1,751,750)       (42,215)
         Decrease (increase) in due from factor ............       406,118     (1,727,971)
         Decrease (increase) in inventories ................       221,718       (782,102)
         (Increase) in prepaid expenses and other assets ...      (817,918)      (364,843)
         Increase in accounts payable and accrued expenses .       134,859        123,930
         (Decrease) increase in accrued bonuses ............      (324,960)        80,731
         (Decrease) increase in other current liabilities ..       (20,436)       725,103
         (Decrease) in accrued taxes .......................      (531,203)              
                                                               -----------    -----------

           Net cash (used in) operating activities .........    (1,936,891)      (262,555)
                                                               -----------    -----------

Cash flows from investing activities:
   Purchase of equipment ...................................      (105,883)       (64,990)
   Loans to related party ..................................                      (50,292)
   Acquisition of subsidiary ...............................    (1,043,783)              
                                                               -----------    -----------

           Net cash (used in) investing activities .........    (1,149,666)      (115,282)
                                                               -----------    -----------

Cash flows from financing activities:
   Proceeds from options and warrants exercised ............     6,342,305         98,050
   Proceeds from loans, net ................................                        5,490
   Repayment of notes payable assumed in acquisition .......      (476,286)              
                                                               -----------    -----------

           Net cash provided by financing
             activities ....................................     5,866,019        103,540
                                                               -----------    -----------

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS .......     2,779,462       (274,297)

Cash and cash equivalents - beginning of year ..............     4,123,214      2,537,217
                                                               -----------    -----------

CASH AND CASH EQUIVALENTS - END OF YEAR ....................   $ 6,902,676    $ 2,262,920
                                                               ===========    ===========
</TABLE>
                 The accompanying notes to financial statements
                          are an integral part hereof.

                                      - 6 -

<PAGE>
                      STEVEN MADDEN, LTD. AND SUBSIDIARIES

                          NOTES TO FINANCIAL STATEMENTS

     [1] Basis of Reporting:

         The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim financial
information and with the instructions to Form 10-QSB and Item 310(b) of
Regulation S-B. Accordingly, they do not include all of the information and
footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, such statements include all
adjustments (consisting only of normal recurring items) which are considered
necessary for a fair presentation of the financial position of the Company at
March 31, 1996, and the results of its operations, changes in stockholders'
equity and cash flows for the three months then ended. The results of operations
for the three months ended March 31, 1996 are not necessarily indicative of the
operating results for the full year. It is suggested that these financial
statements be read in conjunction with the financial statements and related
disclosures for the year ended December 31, 1995 included in the Steve Madden,
Ltd. Form 10-KSB.

     [2] Inventories:

         Inventories, which consist of finished goods, are stated at the lower
of cost (first-in, first-out method) or market.

     [3] Net Income Per Share of Common Stock:

         Net income per share of common stock is computed based on the weighted
average number of shares outstanding during the period, utilizing the modified
treasury stock method. Common stock equivalents are included if their effect is
dilutive.

     [4] Merger:

         On April 1, 1996, the Company entered into an Agreement and Plan of
Merger (the "merger") with Diva International, Inc. ("Diva"). The merger
provides for the purchase of all Diva shares for an initial payment of
$1,000,000 and a subsequent payment of approximately $645,000 to be paid one
year from the closing date of the merger. The subsequent payment may be made in
cash or shares of the Company's common stock. The purchase price may be adjusted
based on the audited net assets as at March 31, 1996 and the subsequent cash
collections on Diva's accounts receivable.


                                      - 7 -

<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS.

- - --------------------------------------------------------------------------------

The following discussion of the Company's financial condition and results of
operations should be read in conjunction with the Financial Statements and Notes
thereto appearing elsewhere in this document.

The following table sets forth information on operations for the periods
indicated:

                                          Percentage of Net Revenues
                                          --------------------------
                                               Six Months Ended
                                               ----------------
                                                   June 30
                                                   -------
                                       1996                      1995
                                       ----                      ----
Consolidated:

Revenues                          $16,484,012       100    $15,728,247       100
Cost of Revenues                   10,935,984      66.3     10,354,823      65.8
Other  Operating  Income              458,860       2.8             --        --
Operating Expenses                  5,544,190      33.6      2,951,221      18.8
Income from Operations                462,698       2.8      2,422,203      15.4
Interest Expense                           --        --       -134,347       0.9
Interest Income                       174,210       1.1         69,820       0.4
Income  Before  Income Taxes          636,908       3.9      2,357,676      15.1
Net Income                            375,908       2.3      1,631,676      10.4

By Segment:

WHOLESALE

Revenues                          $14,386,084       100    $14,299,973       100
Cost Of Revenues                    9,654,851      67.1      9,382,324      65.6
Operating Expenses                  4,285,279      29.8      2,613,960      18.3
Income  from Operations               445,954       3.1      2,303,689      16.1

OTHERS

Revenues                          $ 2,097,928       100    $ 1,428,274       100
Cost of Revenues                    1,281,133      61.1        972,499      68.1
Other  Operating  Income              458,860      21.9             --        --
Operating Expenses                  1,258,911        60        337,261      23.6
Income from Operations                 16,744       0.8        118,514       8.3

                                     - 8 -

<PAGE>
                                          Percentage of Net Revenues
                                        --------------------------
                                           Three Months Ended
                                           ------------------
                                                 June 30
                                                 -------
                                       1996                    1995
                                       ----                    ----
Consolidated:

Revenues                          $ 8,675,685      100    $ 9,368,813    100
Cost of Revenues                    6,608,678     76.2      6,031,964   64.4
Other  Operating  Income              264,974      3.1             --     --
Operating Expenses                  3,120,821       36      1,842,629   19.7
Income [Loss] from Operations        -788,840     -9.1      1,494,220   15.9
Interest Expense                           --       --         -2,105    0.0
Interest Income                        73,551      0.8         35,846    0.4
Income  Before  Income Taxes         -715,289     -8.2      1,527,961   16.3
Net Income [Loss]                    -431,289       -5        951,961   10.2

By Segment:

WHOLESALE

Revenues                          $ 7,230,766      100    $ 8,746,976    100
Cost Of Revenues                    5,631,183     77.9      5,622,278   64.3
Operating Expenses                  2,308,996     31.9      1,661,698     19
Income [Loss] from Operations        -709,413     -9.8      1,463,000   16.7

OTHERS

Revenues                          $ 1,444,919      100    $   621,837    100
Cost of Revenues                      977,495     67.7        409,686   65.9
Other  Operating  Income              264,974     18.3             --     --
Operating Expenses                    811,825     56.2        180,931   29.1
Income [Loss] from Operations         -79,427     -5.5         31,220      5

                                     - 9 -

<PAGE>

RESULTS OF OPERATIONS

Six Months Ended June 30, 1996 Vs. Six Months Ended June 30, 1995

Revenues for the six months ended June 30, 1996 were $16,484,000, or 5% higher
than the $15,728,000 recorded in the comparable period of 1995. This Increase in
revenues, which are derived from product sales, is due to several factors.
Management feels that "Steve Madden" as a brand name is increasing in
popularity-thus reorders and retail sales have increased, and new accounts
continue to be added. Cost of revenues approximately remains the same as
percentage of revenues. Adesso-Madden, a wholly owned subsidiary of the Company,
generated a commission of $459,000 in the first six months of 1996.

Selling, general and administrative expenses increased by 88% to $5,544,000 in
1996 from $2,951,000 in 1995. The increase is due primarily to a 79% increase in
payroll, bonuses and related expenses from $1,083,000 in 1995 to $1,935,0000 in
1996, and a 95% increase in selling, advertising, marketing, and designing
expenses from $707,000 in 1995 to $1,381,000 in 1996. In addition, occupancy,
telephone, and utilities expenses increased 155% from $175,000 in 1995 to
$447,000 in 1996. Income from operations for 1996 was $463,000 which represents
a decrease of $1,959,000 from the income from operations of $2,422,000 in 1995.
This decrease resulted from the substantial increase in selling, general and
administrative expenses. The net income for 1996 was $376,000 as compared to net
income of $1,632,000 for the corresponding period of 1995.

Wholesale Division revenues, accounted for 87% or $14,386,000 and 91% or
$14,300,00 of total revenues in 1996 and 1995 respectively. Cost of revenues
increased from 66% in 1995 to 67% in 1996. Operating expenses increased by 64%,
from $2,614,000 in 1995 to $4,285,000 in 1996. This increase is due to an
increase in payroll and payroll related expenses due to the hiring of additional
personnel and an increase in occupancy expenses due to additional warehouse
space needed for expanding inventory and showroom space as part of an aggressive
sales approach. Wholesale income from operations was $446,000 in 1996 compared
to a wholesale income from operation of $2,304,000 in 1995. This decrease is a
result from the substantial increase in operating expenses.

Revenues from the Retail Division, which accounted for 9% and 5% of total
revenues in 1996 and 1995 respectively, increased from $737,000 in 1995 to
$1,443,000 in 1996. This increase in revenues is due to the Company opening a
second retail store in New York City, in October 1995 which earned revenues of
$673,000 in first six months of 1996. The gross margin from the retail stores
was $678,000 or 47% and $325,000 or 44% in 1996 and 1995 respectively. The
increase in gross margin and gross margin percentage is due to a lower per pair
cost passed through from the wholesale division. Selling, general and
administrative expenses increased to $553,000 or 38% of sales in 1996 from
$218,000 or 30% of sales in 1995. This increase is due to increases in payroll,
payroll related expenses, occupancy, printing and depreciation expenses as a
result of opening a second store. Income from operations from the Retail
Division was $125,000 in 1996 compared to income from operations of $107,000 in
1995. In December 1995 the Company sold Marlboro Leather division which
generated $691,000 of revenues in the first two Quarters of 1995. Revenues from
Diva Acquisition Corp., a wholly owned subsidiary of the Company were $655,000

for the second Quarter of 1996, gross profit was $138,000 and loss from
operations was $195,000.

Three Months Ended June 30, 1996 vs. Three Months Ended June 30, 1995

Revenues for the three months ended June 30, 1996 were $8,676,000 or 7% lower
than the $9,369,000 recorded in the comparable period of 1995. Although demand
for the Company's most popular styles was strong, the

                                    - 10 -
<PAGE>

Company was unable to bring in sufficient inventory to meet such demand. Cost of
revenues as percentage of revenues increased to 76% in 1996 as compared to 64%
in 1995. This decrease in revenues and increase in cost of revenues is due to
mark-down prices for allowances to customers. Adesso-Madden, a wholly owned
subsidiary of the Company, generated a commission of $265,000 in the second
Quarter of 1996.

Selling, general and administrative expenses increased by 69% to $3,121,000 in
1996 from $1,843,.000 in 1995. This increase is primarily due to an increase of
64% in payroll, bonuses and payroll related expenses to $992,000 in 1996 from
$606,000 in 1995, an increase of 157% in selling, advertising, marketing and
designing expenses to $1,128,000 in 1996 from $439,000 in 1995, an increase of
251% in occupancy, telephone and utility costs to $242,000 in 1996 from $69,000
in 1995 and an increase of 157% in consulting fees to $162,000 in 1996 from
$63,000 in 1995.

Loss from operations was $789,000 in 1996 as compared to income from operations
of $1,494,000 for the corresponding period of 1995. Net loss for the 1996 period
was $431,000 as compared to net income from operations of $952,000 for the same
period of 1995. The loss for 1996 resulted primarily from increases in selling,
administrative expenses as noted above and a decrease in revenues and gross
profit.

Revenues from the wholesale division decreased $1,516,000 to $7,231,000 in 1996
from $8,747,000 in 1995 and accounted for 83% and 93% of total revenues in 1996
and 1995, respectively. Cost of revenues as a percentage of revenues increased
to 78% in 1996 from 64% in 1995. Selling, general and administrative expenses
increased by 39% to $2,309,000 in 1996 from $1,662,000 in 1995. Loss from
operations was $709,000 in 1996 as compared to an income of $1,463,000 in 1995.
The loss for 1996 resulted from the decrease in revenues, increase in cost of
revenues as a percentage of revenues and increase in selling, general and
administrative expenses due to the same factors discussed above.

Revenues from the Company's retail stores increased to $790,000 in 1996 from
$402,000 in 1995 and accounted for 9% and 4% of total revenues in 1996 and 1995,
respectively. The Company opened a second retail store in New York City, in
October 1995 which earned revenues of $345,000 for the three months ended June
30, 1996. The gross margin from the retail stores was $329,000, or 42%, and
$176,000, or 44%, in 1996 and 1995, respectively. The increase in gross margin
is due to a second retail store opened in October 1995 and a lower per pair cost
passed through from the wholesale division. In addition, in 1996 the retail 
stores sold Steve Madden merchandise, which proved to be very popular, as 
well as other brands. Approximately 5% of the revenues earned by the retail 
stores are from sales of other brands. Selling, general and administrative 
expenses increased to $260,000, or 33% of sales in 1996 from $116,000, or 29% 
of sales in 1995. This increase is due to increase in payroll, payroll 
related expenses, occupancy, utilities, printing expenses and depreciation 
expenses from opening a second store.

In December 1995 the Company sold Marlboro Leather division whose second Quarter
1995 revenues were

                                    - 11 -
<PAGE>

$332,000. Revenues from Diva Acquisition Corp. were $ 655,000 for the second
Quarter of 1996. Gross profit from Diva was $138,000 and loss from operations
was $195,000.

LIQUIDITY AND CAPITAL RESOURCES

The Company has working capital of $14,433,000 at June 30, 1996 which represents
an increase of $7,991,000 in working capital from June 30,1995 due to the
increased profit in 1995 and first Quarter of 1996. Management believes it can
manage the Company's cash flow requirements through its current working capital.
In addition, the exercise of Class "A" Warrants exercised proceeds of $6,342,000
in the six months ended June 30, 1996, has allowed the Company to eliminate the
immediate need for outside financing and reduced the Company's interest costs.

On April 1, 1996, the Company completed the previously announced acquisition of
Diva International, Inc., a privately held, New York-based footwear company that
designs and markets women's fashion footwear under the brand-name "David Aaron."
The purchase price was $1,000,000 in cash and a subsequent payment of $697,000
to be paid one year from the closing date of the merger. The subsequent payment
may be made in shares of the Company's common stock. "David Aaron" brand is sold
through major retail department stores such as Bloomingdales, Nordstorm and
Macy's.

The Company's customers consist principally of department stores and specialty
stores, including shoe boutiques. Presently, the Company sells approximately
sixty percent (60%) of its products to department stores, including Federated
Stores (Bloomingdales, Burdines, Macy's East and Macy's West) and approximately
forty percent (40%) to specialty stores, including shoe boutiques. As a result
of the merger between Federated Stores and R.H. Macy and Company, Federated
Stores presently accounts for approximately 35% of the Company's sales. As a
result, the loss of Federated Stores as a customer could have a material adverse
effect on the Company's business.

OPERATING ACTIVITIES

During the three month period ended June 30, 1996, operating activities used
$1,937000 of cash. The use of cash arose principally from an increase in
accounts receivable-non factored of $1,752,000, an increase of prepaid expenses
and other assets $818,,000, and decrease in taxes on income of $531,000 which
were offset by an increase in accounts payable and accrued expenses of $135,000,
a decrease in accounts receivable factored of $406,000 and an decrease in
inventory of $222,000. Inventory Purchases have decreased considerably due to
decreased sales volume.

In the third & fourth Quarters of 1996, the Company anticipates utilizing
approximately $242,000 of prepaid advertising expenses.

The Company has lease agreements for office, warehouse, and retail space,
expiring at various times through 2007. Future obligations under these lease
agreements total $4,500,000 with an annual lease commitment of $635,000.

The company has employment agreements with various officers currently providing
for aggregate annual salaries of approximately $1,051,000, subject to annual
bonuses and annual increases as may be determined by the Company's Board of
Directors. In addition, as part of the employment agreements, the Company is
committed to pay incentive bonuses based on sales, net income, or net income
before interest and taxes to three officers.

The Company continues to increase its supply of products from foreign
manufacturers, the majority of which are located in Brazil and Mexico. Although
the Company has not entered into long-term manufacturing contracts with any of
these foreign companies, the Company believes that a sufficient number of
alternative sources exist outside of the United States for the manufacture of
its product, if current suppliers need to be replaced. In addition, because the
Company deals in U.S. currency for all transactions and intends to continue to
do so, the Company believes there will be no foreign exchange considerations.

                                    - 12 -
<PAGE>

INVESTING ACTIVITIES

During the three month period ended June 30, 1996, the Company used cash of
$106,000 to acquire equipment and make leasehold improvements on new office,
retail and warehouse space. Additionally, the Company made an initial payment of
$1,000,000 to the owners of Diva International, inc. to acquire all the
outstanding common stock of Diva. A note has been issued for $697,000 for the
subsequent payment which can be paid in cash or the Company's common stock.

FINANCING ACTIVITIES

During the six month period ending June 30, 1996, the Company received
$6,342,000 from Class "A" warrants and options exercised. In connection with the
acquisition of Diva International, Inc., the Company has a note payable to the
former owners in the amount of $645,000. Additionally, the Company repaid
$476,000 on a note assumed in the acquisition.

INFLATION

The Company does not believe that inflation has had a material adverse effect on
sales or income during the past several years. Increases in supplies or other
operating costs could adversely affect the Company's operations; however, the
Company believes it could increase prices to offset increases in costs of goods
sold or other operating costs.

                                    - 13 -

<PAGE>
                                   SIGNATURE

      Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 10-QSB to be signed on its
behalf by the undersigned thereunto duly authorized.


                                           STEVE MADDEN, LTD

                                           /s/ Arvind Dharia
                                           -------------------------------
                                           Arvind Dharia
                                           Chief Financial Officer

DATE: August 14, 1996

                                    - 14 -

<TABLE> <S> <C>

<ARTICLE> 5
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                              DEC-31-1996
<PERIOD-START>                                 APR-1-1996
<PERIOD-END>                                   JUN-30-1996
<CASH>                                         6,902,676
<SECURITIES>                                   0
<RECEIVABLES>                                  6,504,447
<ALLOWANCES>                                   346,302
<INVENTORY>                                    1,154,670
<CURRENT-ASSETS>                               16,236,248
<PP&E>                                         1,141,894
<DEPRECIATION>                                 279,950
<TOTAL-ASSETS>                                 21,359,041
<CURRENT-LIABILITIES>                          1,803,539
<BONDS>                                        0
                          0
                                    0
<COMMON>                                       783
<OTHER-SE>                                     19,554,719
<TOTAL-LIABILITY-AND-EQUITY>                   21,359,041
<SALES>                                        8,675,685
<TOTAL-REVENUES>                               8,940,659
<CGS>                                          6,608,678
<TOTAL-COSTS>                                  6,608,678
<OTHER-EXPENSES>                               3,120,821
<LOSS-PROVISION>                               49,017
<INTEREST-EXPENSE>                             0
<INCOME-PRETAX>                                (715,289)
<INCOME-TAX>                                   (284,000)
<INCOME-CONTINUING>                            (431,289)
<DISCONTINUED>                                 0
<EXTRAORDINARY>                                0
<CHANGES>                                      0
<NET-INCOME>                                   (431,289)
<EPS-PRIMARY>                                  (0.037)
<EPS-DILUTED>                                  (0.035)
        


</TABLE>


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