MADDEN STEVEN LTD
10-Q, 1999-05-10
FOOTWEAR, (NO RUBBER)
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-Q

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

For the quarterly period ended              March 31, 1999 
- --------------------------------------------------------------------------------


(_)  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  March 31, 1999    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 as of  May 06, 1999
Common Stock                                          10,947,093

                                        1
<PAGE>

                               STEVEN MADDEN, LTD.
                                    FORM 10-Q
                                QUARTERLY REPORT
                                 MARCH 31, 1999


                                TABLE OF CONTENTS



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

          Consolidated Balance Sheets .....................................  3

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

          Consolidated Statement of Cash Flows ............................  5

          Notes to condensed consolidated
            financial statements ..........................................  6


ITEM 2.   Management's discussion and analysis
            of financial condition and results of operations ..............  7




                                        2


<PAGE>

STEVEN MADDEN, LTD. AND SUBSIDIARIES

SEE NOTES TO FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>

                                                                              MARCH 31,     DECEMBER 31,
                                                                                1999            1998
                                                                            ------------    ------------
                                                                             (UNAUDITED)
ASSETS
Current assets:
<S>                                                                         <C>             <C>         
   Cash and cash equivalents                                                $ 13,556,000    $ 14,642,000
   Investments                                                                                   499,000
   Accounts receivable - net of allowances of $499,000 and $462,000              854,000         924,000
   Due from factor - net of allowances of $391,000 and $351,000               14,171,000       9,357,000
   Inventories                                                                 7,043,000       7,971,000
   Prepaid advertising                                                           710,000         896,000
   Prepaid expenses and other current assets                                   2,674,000       2,091,000
   Deferred taxes                                                                534,000         534,000
                                                                            ------------    ------------

        Total current assets                                                  39,542,000      36,914,000

Property and equipment, net                                                    9,679,000       8,991,000
Deferred taxes                                                                   293,000         293,000
Deposits and other                                                               251,000         247,000
Cost in excess of fair value of net assets acquired - net of accumulated
   amortization of $332,000 and $297,000                                       2,448,000       2,483,000
                                                                            ------------    ------------

                                                                            $ 52,213,000    $ 48,928,000
                                                                            ============    ============

LIABILITIES
Current liabilities:
   Current portion of lease payable                                         $    136,000    $    106,000
   Accounts payable and accrued expenses                                       4,665,000       2,950,000
   Accrued bonuses                                                               220,000         231,000
                                                                            ------------    ------------

        Total current liabilities                                              5,021,000       3,287,000

Deferred rent                                                                    476,000         385,000
Lease payable, less current portion                                              272,000         296,000
                                                                            ------------    ------------

                                                                               5,769,000       3,968,000
                                                                            ------------    ------------
Contingencies (Note D)

STOCKHOLDERS' EQUITY
Common stock - $.0001 par value, 60,000,000 shares authorized, 10,944,843
   and 10,940,643 issued and outstanding                                           1,000           1,000
Additional paid-in capital                                                    36,625,000      36,601,000
Retained earnings                                                             12,667,000      11,256,000
Unearned compensation                                                         (1,565,000)     (1,661,000)
Treasury stock at cost - 276,104 and 270,204 shares                           (1,284,000)     (1,237,000)
                                                                            ------------    ------------

                                                                              46,444,000      44,960,000
                                                                            ------------    ------------

                                                                            $ 52,213,000    $ 48,928,000
                                                                            ============    ============
</TABLE>

                                                    3

SEE NOTES TO FINANCIAL STATEMENTS.

<PAGE>
<TABLE>
<CAPTION>
STEVEN MADDEN, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)

                                                                              THREE MONTHS ENDED
                                                                                   MARCH 31,
                                                                          ----------------------------
                                                                              1999            1998
                                                                          ------------    ------------

<S>                                                                       <C>             <C>         
Net sales                                                                 $ 26,731,000    $ 16,511,000

Cost of sales                                                               15,789,000       9,485,000
                                                                          ------------    ------------

Gross profit                                                                10,942,000       7,026,000
Commission and licensing fee income                                            691,000         764,000
Operating expenses                                                          (9,353,000)     (6,451,000)
                                                                          ------------    ------------

Income from operations                                                       2,280,000       1,339,000
Interest income (expense), net                                                 174,000         (26,000)
                                                                          ------------    ------------

INCOME BEFORE PROVISION FOR INCOME TAXES                                     2,454,000       1,313,000
Provision for income taxes                                                   1,043,000         540,000
                                                                          ------------    ------------

NET INCOME                                                                $  1,411,000    $    773,000
                                                                          ============    ============

BASIC INCOME PER SHARE                                                       $ .13           $ .09
                                                                             =====           =====

DILUTED INCOME PER SHARE                                                     $ .12           $ .08
                                                                             =====           =====

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - BASIC INCOME PER SHARE         10,671,838       8,411,770
Effect of potential common shares from exercise of options and warrants      1,174,941       1,772,241
                                                                          ------------    ------------

WEIGHTED AVERAGE COMMON SHARES OUTSTANDING - DILUTED INCOME PER SHARE       11,846,779      10,184,011
                                                                          ============    ============
</TABLE>


                                                    4

SEE NOTES TO FINANCIAL STATEMENTS
<PAGE>

STEVEN MADDEN, LTD. AND SUBSIDIARIES

CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>

                                                                                        THREE MONTHS ENDED
                                                                                             MARCH 31,
                                                                                   ----------------------------
                                                                                       1999              1998
                                                                                   ------------    ------------
CASH FLOWS FROM OPERATING ACTIVITIES:

<S>                                                                                <C>             <C>         
   Net income                                                                      $  1,411,000    $    773,000
   Adjustments to reconcile net income to net cash used in operating activities:
      Depreciation and amortization                                                     396,000         297,000
      Deferred compensation                                                              96,000          37,000
      Provision for doubtful accounts and chargebacks                                    77,000          56,000
      Deferred rent expense                                                              91,000          71,000
      Changes in:
        Accounts receivable                                                              33,000        (763,000)
        Due from factor                                                              (4,854,000)     (1,104,000)
        Inventories                                                                     928,000      (1,028,000)
        Prepaid expenses and other assets                                              (401,000)        982,000
        Accounts payable and accrued expenses                                         1,715,000         (71,000)
        Accrued bonuses                                                                 (11,000)       (412,000)
                                                                                   ------------    ------------

           Net cash used in operating activities                                       (519,000)     (1,162,000)
                                                                                   ------------    ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
   Purchase of property and equipment                                                (1,017,000)       (826,000)
   Maturity of investment securities                                                    499,000         504,000
                                                                                   ------------    ------------

           Net cash used in investing activities                                       (518,000)       (322,000)
                                                                                   ------------    ------------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Proceeds from options, units and warrants exercised - net                             24,000       1,217,000
   Purchase of treasury stock                                                           (47,000)
   Payment of lease obligations                                                         (26,000)        (12,000)
                                                                                   ------------    ------------

           Net cash provided by (used in) financing activities                          (49,000)      1,205,000
                                                                                   ------------    ------------

NET DECREASE IN CASH AND CASH EQUIVALENTS                                            (1,086,000)       (279,000)
Cash and cash equivalents - beginning of period                                      14,642,000       3,887,000
                                                                                   ------------    ------------

CASH AND CASH EQUIVALENTS - END OF PERIOD                                          $ 13,556,000    $  3,608,000
                                                                                   ============    ============
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
   Acquisition of leased assets                                                    $     32,000
</TABLE>


                                                    5
<PAGE>

STEVEN MADDEN, LTD. AND SUBSIDIARIES

NOTES TO FINANCIAL STATEMENTS
MARCH 31, 1999


NOTE A - 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-Q. 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 Steven Madden,  Ltd. and  subsidiaries  (the "Company") as of March 31, 1999,
and the results of their  operations and cash flows for the  three-month  period
then ended. The results of operations for the three-month period ended March 31,
1999 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,
1998 included in the Annual Report of Steven Madden, Ltd. on Form 10-K.


NOTE B - INVENTORIES

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


NOTE C - NET INCOME PER SHARE OF COMMON STOCK

Basic income per share is based on the weighted  average number of common shares
outstanding  during the year.  Diluted  income per share  reflects the potential
dilution  assuming  common  shares were issued upon the exercise of  outstanding
options and warrants and the proceeds thereof were used to purchase  outstanding
common shares.


NOTE D - PENDING LITIGATION

On or about  March  13,  1998,  the  Company  and Stav  Efrat  were sued by Ooga
Associated Corp.  ("Ooga"), a design and construction firm previously engaged by
the Company to design and construct certain of the Company's retail shoe stores.
In this action, which is pending in the Supreme Court of New York, County of New
York, Ooga  principally  alleges that (i) the Company  breached an oral contract
pursuant to which it engaged Ooga to exclusively  design and build the Company's
retail shoe stores,  (ii) the Company induced Mr. Efrat, an officer and director
of Ooga,  to breach his  fiduciary  duties to Ooga by  improperly  employing his
services,  and  (iii)  the  Company  misappropriated  Ooga's  trade  secrets  by
impermissibly  using store  designs and concepts  owned by Ooga. In its lawsuit,
Ooga seeks damages consisting of amounts based on its prospective earnings under
the  alleged  oral  contract  with the  Company,  its lost  earnings  on certain
projects it claims to have  abandoned or forgone in reliance on the alleged oral
contract  with  the  Company,  and on the  value  of the  designs  and  concepts
allegedly   misappropriated   by  the  Company  and  also  seeks  an  injunction
prohibiting  the  Company  from  using  Ooga's  designs  or  other   proprietary
information,  from  employing  any Ooga  employees  or  interfering  the  Ooga's
contractual  relationships  with its  customers.  On October 22, 1998, the Court
orally  dismisses  Ooga's breach of contract  claims and on January 7, 1999, the
Court  suspended  the action  based on the  failure of Ooga to be present  for a
mandatory  court  conference.  The  action  is  subject  to being  revived  upon
application by Ooga within a one year period.  The Company  believes that Ooga's
claims are  completely  without  merit,  and intends to  vigorously  contest its
lawsuit.

                                       6

<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.

Statements in this "Management's  Discussion and Analysis of Financial Condition
and Results of Operations"  and elsewhere in this document as well as statements
made in press releases and oral statements that may be made by the Company or by
officers,  directors or employees of the Company acting on the Company's  behalf
that are not  statements  of  historical  or current  fact  constitute  "forward
looking  statements"  within the  meaning of the Private  Securities  Litigation
Reform Act of 1995. Such  forward-looking  statements  involve known and unknown
risks,  uncertainties  and other  unknown  factors  that could  cause the actual
results of the Company to be materially different from the historical results or
from any future results expressed or implied by such forward-looking statements.
In  addition  to   statements   which   explicitly   describe   such  risks  and
uncertainties,  readers are urged to consider  statements labeled with the terms
"believes",  "belief",  "expects",  "intends",  "anticipates"  or  "plans" to be
uncertain forward-looking  statements.  The forward looking statements contained
herein are also  subject  generally  to other risks and  uncertainties  that are
described from time to time in the Company's reports and registration statements
filed with the Securities and Exchange Commission.

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

                                           PERCENTAGE OF NET REVENUES
                                               THREE MONTHS ENDED
                                                    MARCH 31
                                                    --------

CONSOLIDATED:                      1999                      1998
- ------------                       ----                      ----


Net Sales                      $26,731,000       100%     $16,511,000      100%
Cost of Sales                   15,789,000        59        9,485,000       57
Other Operating Income             691,000         3          764,000        5
Operating Expenses               9,353,000        35        6,451,000       39
Income from Operations           2,280,000         9        1,339,000        8
Interest Income (Expense) Net      174,000         1          (26,000)       0
Income Before Income Taxes       2,454,000         9        1,313,000        8
Net Income                       1,411,000         5          773,000        5


                                        7
<PAGE>

                                         PERCENTAGE OF NET REVENUES
                                             THREE MONTHS ENDED
                                                  MARCH 31
                                                  --------

By Segment                           1999                   1998
                                     ----                   ----
WHOLESALE DIVISIONS:
- -------------------

STEVEN MADDEN, LTD.
Net Sales                       $12,256,000    100%      $10,299,000    100%
Cost of Sales                     7,706,000     63         6,175,000     60
Other Operating Income              141,000      1            81,000      1
Operating Expenses                3,855,000     31         3,586,000     35
Income from Operations              836,000      7           619,000      6

DIVA ACQUISITION CORP.
Net Sales                        $1,455,000    100%       $1,929,000    100%
Cost of  Sales                    1,010,000     69         1,425,000     74
Operating Expenses                  268,000     18           365,000     19
Income (Loss) from Operations       177,000     12           139,000      7

L.E.I. FOOTWEAR:
Net Sales                        $5,378,000    100%               --     --
Cost of sales                     3,710,000     69                --     --
Operating Expenses                  977,000     18                --     --
Income from Operations              691,000     13                --     --

STEVEN MADDEN RETAIL INC.:
- -------------------------

Net Sales                        $7,642,000    100%       $4,283,000    100%
Cost of Sales                     3,363,000     44         1,885,000     44
Operating Expenses                3,818,000     50         2,183,000     51
Income from Operations              461,000      6           215,000      5

ADESSO MADDEN INC.:
- ------------------
(FIRST COST)

Other Operating Income             $550,000    100%         $683,000    100%
Operating Expenses                  435,000     79           317,000     46
Income from Operations              115,000     21           366,000     54


                                       8
<PAGE>

RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 1999 VS. THREE MONTHS ENDED MARCH 31, 1998

CONSOLIDATED:

Sales for the three month  period ended March 31, 1999 were  $26,731,000  or 62%
higher than the  $16,511,000  recorded  in the  comparable  period of 1998.  The
increase  in sales is due to  several  factors  including  additional  wholesale
accounts, increased reorders, EDI size replenishment, increased retail sales due
to the opening of twelve  additional  stores and three outlet stores during 1998
and three additional  retail stores and one additional outlet store in the first
quarter of 1999.  Also,  the Company's new l.e.i.  Wholesale  Division  ("l.e.i.
Wholesale")  was launched in the third  quarter of 1998  shipping to  department
stores throughout the country.  l.e.i. Wholesale generated revenue of $5,378,000
for the three month  period  ended  March 31,  1999.  As a result of  additional
distribution, management feels that "Steve Madden" as a brand name has increased
in popularity  nationwide.  In turn, increased sales have enabled the Company to
expand  its  advertising  and  in  store  concept  efforts,  all of  which  have
contributed to the continuing increase in sales.

Gross profit as a percentage of sales  decreased from 43% in 1998 to 41% in 1999
due to rapid growth of Company's l.e.i.  product line, which generally has lower
selling  prices per pair and lower gross margin.  Also,  the decrease was due to
the changing product mix in Madden Wholesale in 1999 compared to 1998.
Additionally, higher margin sneakers sales dropped in 1999.

Selling,  general  and  administrative  (SG&A)  expenses  increased  by  45%  to
$9,353,000  in  1999  from  $6,451,000  in  1998.  The  increase  in SG&A is due
primarily  to a 47%  increase in payroll,  bonuses  and  related  expenses  from
$2,475,000 in 1998 to $3,628,000 in 1999. Additionally,  selling,  designing and
licensing costs increased expenses by 80% from $769,000 in 1998 to $1,387,000 in
1999.  This is due in part to an increase in sales in the current  period and to
the Company's increased focus on selling,  designing,  and licensing activities.
The  increase in the number of retail  outlets and  expanded  office  facilities
resulted  in  an  increase  in  occupancy,   telephone,   utilities,   computer,
printing/supplies  and  depreciation  expenses by 46% from $1,533,000 in 1998 to
$2,242,000 in 1999.

Income from operations for 1999 was $2,280,000  which  represents an increase of
$941,000 or 70% over the income  from  operations  of  $1,339,000  in 1998.  Net
income increased by 83% to $1,411,000 in 1999 from $773,000 in 1998.

WHOLESALE DIVISIONS:

Sales from the Steve Madden Wholesale Division ("Madden  Wholesale"),  accounted
for  $12,256,000 or 46% and $10,299,000 or 62% of total sales in the three month
period ended March 31, 1999 and 1998, respectively. Gross profit as a percentage

                                       9
<PAGE>

of sales  decreased from 40% in 1998 to 37% in 1999 due to the changing  product
mix in Madden  Wholesale in 1999 compared to 1998.  Additionally,  higher margin
sneakers  sales  dropped  in 1999.  Operating  expenses  increased  by 8%,  from
$3,586,000 in 1998 to $3,855,000 in 1999. This increase is due to an increase in
payroll and payroll related expenses principally due to the hiring of additional
management  personnel  and an increase in occupancy  expenses due to  additional
warehouse space needed for expanding EDI size  replenishment  inventory.  Madden
Wholesale  income from  operations  was $836,000 in 1999 compared to income from
operations of $619,000 in 1998.

Sales from the Diva  Acquisition  Corp.  Wholesale  Division ("Diva  Wholesale")
which markets the "David Aaron" brand name in footwear  accounted for $1,455,000
or 5%, and  $1,929,000  or 12%, of total sales in the three month  period  ended
March 31, 1999 and 1998,  respectively.  Gross profit as a  percentage  of sales
increased  from  26% in 1998  to 31% in 1999  due to the  purchase  of a  higher
percentage of shoes from overseas  suppliers,  resulted in a lower cost per pair
in 1999 compared to 1998.  Operating  expenses decreased by 27% from $365,000 in
1998 to $268,000 in 1999 due to decreases  in  management  payroll,  selling and
designing  expenses.  Income  from  operations  from Diva was  $177,000  in 1999
compared to income from operations of $139,000 in 1998.

The Company's  new l.e.i.  Wholesale  Division  ("l.e.i.  Wholesale")  commenced
shipping to department  stores  throughout the country in third quarter of 1998.
l.e.i.  Wholesale  generated  revenue of  $5,378,000  for the three month period
ended  March  31,  1999.  l.e.i  has been  well  received  and has  added to its
distribution  during the first quarter.  l.e.i.  is sold primarily in department
stores, including Macy's - east and west, Burdines,  Rich's, Hecht's,  Filene's,
Foley's, Dayton Hudson, Belk and Penney's.  l.e.i is also being well received in
specialty  store chains such as Wet Seal and Journey's.  l.e.i now sells in over
2000 doors in the United States.

RETAIL DIVISION:

Sales from the Retail Division accounted for $7,642,000 or 29% and $4,283,000 or
26% of total  revenues in 1999 and 1998,  respectively.  The  increase in Retail
Division  sales is primarily due to the Company's  opening of twelve  additional
stores and three outlet  stores during 1998 and three  additional  retail stores
and one  additional  outlet  store  during  first  quarter  of 1999 all of which
generated  aggregate  sales of $3,046,000.  Same store sales for the three month
period ended March 31, 1999 increased by 10% over the same period of 1998.  This
increase in same store  sales was driven by the demand for sandals  with a wedge
bottom and Maryjane  styles of dress shoes.  Also,  during the first  quarter of
1999, the Company  completed  it's  stevenmadden.com  internet site  fulfillment
center and expanded the number of  workstations  at the Long Island City offices
dedicated to internet  sales.  The actual number of hits on the  Company's  site
(7.1 million),  unique users (110,000) and the conversion rate (3.2%) during the
first  quarter all exceeded the Company's  projections.  In the first quarter of
1999, the internet site generated  sales equal to 73% of last years total sales.
As the Company  offers  additional  styles  through its  stevenmadden.com  site,
business on the site continues to grow.

                                       10
<PAGE>

Gross profit as a percentage of sales  remains the same in the Retail  Division.
Selling,  general and administrative  expenses for the Retail Division increased
to $3,818,000 in 1999 from $2,183,000 in 1998. This increase is due to increases
in payroll and related expenses, occupancy,  printing, computer and depreciation
expenses as a result of opening twelve additional stores and three outlet stores
during 1998 and three additional  retail stores and one additional retail outlet
store in the firs  quarter  of 1999.  Income  from  operations  from the  retail
division was $461,000 in 1999 compared to income from  operations of $215,000 in
1998.

ADESSO-MADDEN DIVISION:

Adesso-Madden,  Inc.,  a  wholly  owned  subsidiary  of the  Company,  generated
commission  revenues of $550,000 for the three month period ended March 31, 1999
which represents a decrease over the commission revenues of $683,000 in 1998 due
to a shift by JC Penneys from ordering  goods through  Adesso Madden to ordering
goods from l.e.i. Wolesale. However, the first cost division continues to expand
its business by introducing  additional  styles in Kmart, Mel Disco and Target -
as well as, style of new brand  Jordache.  During the first quarter of 1999, the
Company  received orders from Walmart for eight styles of the Jordache  footwear
collection  of women's and girls.  The Company  expects the first  shipments  of
Jordache shoes to be made in June of 1999.  Operating  expenses increased by 37%
from  $317,000  in 1998 to  $435,000  in 1999  due to  increases  in  occupancy,
computer and payroll and payroll related  expenses.  Income from operations from
Adesso-Madden  was  $115,000  in 1999  compared  to income  from  operations  of
$366,000 in 1998.

LIQUIDITY AND CAPITAL RESOURCES

The  Company  had  working  capital  of  $34,521,000  at March  31,  1999  which
represents an increase of $16,375,000 in working capital from March 31,1998.

The  Company's  customers  purchasing  shoes 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  Department Stores  (Bloomingdales,  Bon Marche,  Burdines,
Macy's and Rich's),  May  Department  Stores  (Famous Barr,  Filene's,  Foley's,
Hecht's, Kaufmann's, Meier & Frank and Robinsons May), Dillard's,  Dayton-Hudson
and Nordstorm,  approximately forty percent (40%) to specialty stores, including
Journey's,  Wet Seal and The Buckle and catalog retailers,  including Victoria's
Secret and Fingerhut.  Federated  Department  Stores and  Nordstorm's  presently
account for  approximately  twenty percent (20%) and seventeen  percent (17%) of
the Company's sales, respectively.

OPERATING ACTIVITIES

During the three month  period  ended  March 31,  1999,  cash used by  operating
activities  was  $519,000.  Uses of cash arose  principally  from an increase in
accounts  receivable  factored of $4,854,000 and an increase in prepaid expenses

                                       11
<PAGE>

and other  assets.  Cash was  provided  principally  by an  increase in accounts
payable and accrued  expenses of  $1,715,000  and a decrease in  inventories  of
$928,000.

The  Company  has lease  agreements  for office,  warehouse,  and retail  space,
expiring at various  times through 2010.  Future  obligations  under these lease
agreements total approximately $33,000,000.

The Company has employment  agreements with various officers currently providing
for aggregate  annual salaries of  approximately  $1,550,000,  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 income before interest, depreciation
and taxes to the certain 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 products if current suppliers need to be replaced. In addition,  because the
Company deals with U.S. currency for all transactions and intends to continue to
do so, the Company believes there should be no foreign exchange considerations.

INVESTING ACTIVITIES

During the three month  period  ended March 31,  1999,  the Company used cash of
$1,017,000 to acquire computer equipment and make leasehold  improvements on new
retail stores, warehouse space and office space.

FINANCING ACTIVITIES

During the three month period ended March 31, 1999, the Company received $24,000
from the exercise of options.

LICENSE AGREEMENTS

As of  January  1,  1999  an  affiliate  of the  Jordache  organization,  is the
Company's jeanswear and sportswear licensee. The previous license agreement with
Winer Industries was mutually ended.  The Company's  license income increased by
75% from $81,000 in the first  quarter of 1998 to $142,000 in the first  quarter
of 1999. By March 31, 1999, the Company had eight license partners  covering ten
product categories. The Company is exploring additional licensing opportunities.

As of January 1, 1999,  the Company  entered into a license  agreement  with the
Jordache  organization  that will enable the Company to use the  Jordache  brand


                                       12
<PAGE>

name in the mass channels of distribution, such as Walmart. The Company believes
that this  strategy  will  continue to support  the growth of its Adesso  Madden
subsidiary shipping in June 1999.

YEAR 2000

The Company  recognizes that a challenging  problem exists in that many computer
systems worldwide do not have the capability of recognizing the year 2000 or the
years thereafter.  No easy technological  "quick fix" has yet been developed for
this problem. The Company is expending approximately $200,000 to assure that its
computer systems are reprogrammed in time to effectively deal with  transactions
in the year 2000 and beyond.  This "year 2000 Computer Problem" creates risk for
the Company from unforeseen  problems in its own computer systems and from third
parties with whom the Company  deals.  Such failures of the Company and/or third
parties'  computer  systems could have a material  adverse effect on the Company
and its business in the future.

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-Q to be signed on its behalf
by the undersigned thereunto duly authorized.




                                                    STEVEN MADDEN, LTD.

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


DATE:  May 10, 1999


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<NAME>                                          STEVEN MADDEN, LTD.
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