Welcome to the Steve Madden Second Quarter 2016 Earnings Conference Call. Today's conference is being recorded. At this time, I would like to turn the conference over to Ms. Jean Fontana of ICR. Please go ahead, ma'am.

Thank you. Good morning, everyone. Thank you for joining us today for the discussion of Steve Madden's second quarter 2016 earnings results. Before we begin, I would like to remind you that statements made on this conference call that are not statements of historical fact constitute forward-looking statements under the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties and other unknown factors that could cause actual results to differ materially from historical facts or any future results expressed or implied in the forward-looking statements. These statements contained herein are also subject to the risks and uncertainties as described from time to time in the Company's reports and registration statements filed with SEC. Also, please refer to the Company's earnings release for information on the factors that could cause actual results to differ. Finally, please note that any forward-looking statement used on today's call cannot be replied upon as current after this date. I will now turn the call over to Ed Rosenfeld, Chairman and CEO of Steve Madden.

Thanks, Jean. Good morning, everyone and thank you for joining us to review Steve Madden's second quarter 2016 results. With me to discuss the business is Derek Browe, the Company's Director of Finance and Investor Relations. We were pleased with our solid second quarter performance in a challenging retail environment. We posted a slight increase net sales driven by strong growth in our retail business and a 130 basis point expansion in gross margin, driven by improvement in our wholesale footwear segment. For the quarter, we recorded diluted EPS of $0.42, up from $0.40 in the prior year and in line with our expectations. Our core Steve Madden women's footwear business was the highlight in the quarter with strong performance in both the wholesale and retail channels. Steven his team have created an outstanding merchandise assortment with strength across a range of product categories and this on-trend product is enabling the Steve Madden brand to be clear out-performer in a tough environment. In wholesale, our Steve Madden women's footwear division recorded a second consecutive quarter of strong sales growth and importantly, also continues to see outstanding sell-through on the floors and websites of our wholesale partners. Our partners retail sales of Steve Madden continue to outpace inventory levels of our product in the channel by a significant margin. And in our own retail business, the Trend Right Collection enabled us to achieve a robust comparable store sales gain despite an extraordinarily challenging comparison from the prior year. We recorded a 5.4% same-store sales increase on top of an 18.5% comp increase in second quarter last year. Clearly, our flagship brand is strong and our product is on target. While we're discussing Steve Madden, I want to touch briefly on an important step we took in the quarter to position the…

Thanks, Ed and good morning, everyone. Turning to our financial results for the second quarter, consolidated net sales grew 0.6% to $325.4 million compared to the prior-year net sales of $323.6 million. During the quarter, sales growth in our retail business was partially offset by a modest decline in our wholesale segment. Wholesale footwear net sales decreased 1.8% to $195.4 million. Strong increases in our Steve Madden women's and Dolce Vita divisions were more than offset by declines in our private label and international distributor businesses. In wholesale accessories, net sales were $67.4 million in Q2 compared to $67.6 million in the prior-year period. We were pleased to see momentum in this segment compared to the last two quarters, particularly in our branded handbag business, but we remain cautious given industry trends in the category are still challenging. In our retail division, net sales increased 9.9% to $62.5 million. As Ed mentioned earlier, our comparable store sales for the quarter were 5.4%. Our fashion sneakers and dress categories continued to be highlights for us as we had a number of key product offerings that resonated with our customers. Additionally, styles with block heels also performed very well. Regarding new stores opening in retail, during the quarter, we opened one full-price store in Mexico, one full-price store in South Africa and seven new U.S. outlook locations. We ended the quarter with 180 company operated retail stores, including 48 outlets and 4 e-commerce sites. Turning to other income. Our commission and licensing income net of expenses was $2.8 million in the quarter versus $3.1 million in last year's second quarter. Commission income was down due a reduction of first cost business with certain private label footwear customers. Licensing royalty income was flat versus the prior-year quarter. Consolidated gross margins expanded by 130…

[Operator Instructions]. And we will take our first question from Camilo Lyon with Canaccord Genuity.

Ed, you said in your prepared remarks that your partner's retail sales, your wholesale partner's retail sales are outpacing your inventory in the channel. So it sounds like the take away from that is that there are some sales being left on the table that demanded outstripping supply. In your discussions with your wholesale partners, how long can that last? How long can they go experiencing good sell-through rates with you without having orders to match that demand?

This is something that we touched on, I believe, on the last call that we're seeing this very strong sell-through. I'm going to focus on Steve Madden, in particular, Steve Madden women's business. We're seeing a strong sell-through and again, retail sales up dramatically and stock levels, in many cases, down. And when you see that kind of a relationship, it generally means that if they would get some more shoes, they would do some more business. So we have been banging on our wholesale customers to increase stock levels of Steve Madden and it's made a little bit of progress, but certainly not, we haven't seen them step up with their orders the way we would normally see with this type of sell-through or this type of imbalance in the stock to sales relationship. How long can that last? It is hard to say. We know that, on an overall basis, a lot of these customers have the inventories. That's a lot of pressure from top management to improve inventory turn, but we also know that when they have good products, they're going to want to eventually get more of them into the store so that they can do more business, so we will keep chipping away at it.

Okay. With regard to how you have laid out the revised guidance, how do you think about this being the base case? In other words, what is the risk that there is another reduction over the next couple of months to the orders that you have in hand? Or is this now kind of level set the dynamic as we go into the fall season? And conversely, there may be an opportunity for increased orders should they come to the realization that they are dramatically under inventoried.

I think that we feel comfortable with this new guidance and that this accurately reflects what we're seeing as of today. Certainly, if a great boot season materializes or if we get some good cold weather that helps our cold-weather accessories business, for instance, then that would put us towards the high end of the range or potentially, even beating the range. But obviously, it is still early. We don't know what that is going to look like and conversely, if we have another winter like we did last year or if boots do not take off this year, that would put us more towards the low end of the range.

And then just the last question I have is could you just update us on how the Amazon relationship is progressing? Maybe give some color on how Prime Day performed for you and just how much you are trying to feed that channel where it seems like the traffic is really going.

That has really been a big focus for us this year and we're putting a lot of management time and effort into growing that business and we're really seeing the rewards of that effort already. We're getting really nice increases with Amazon and I think about that as the Amazon group because that includes Zappos as well and particularly in Steve Madden women's seen really nice growth with each of those Amazon and Zappos. We had a really fantastic performance on Prime Day, huge increases versus the prior year, both in the products that we sold them wholesale as well as we had a lot of success with the products that we're drop shipping from our retail stores in our own warehouse. Very excited about what we're seeing with Amazon and we're going to keep the accelerator, keep our foot on the accelerator there.

And our next question comes from Jay Sole with Morgan Stanley. Please go ahead.

Ed, you mentioned a really strong same-store sales performance in Q2. Derek touched on some of the fashion trends, but could you give a little more detail about what drove the comp? Was it a conversion issue because of the fashion primarily or was it a promotional issue, was traffic better or something operationally? Any detail you can give us would be great.

If we dig into the metrics, traffic was down and AUR was down modestly so we really did it through good conversion and also the team did a nice job of driving increased units per transaction. And that really helped us get to that five comp.

Okay. And then maybe on Steve Madden Europe, can you can tell us more about why now? It's something that sounds like it's been in the works for the last couple of years, but what drove you to make the decision now to start that JV?

I think that we have just seen the demand from the consumer for the Steve Madden brand in particular really increase pretty dramatically over the last several years and we started to identify that Europe was perhaps a bigger opportunity than we have previously understood for us. And so we felt that taking this step was really the right way to capitalize on that opportunity.

Okay and then maybe just one more for me. It sounds like, I think Derek said, you guided to kind of flat EPS growth in 3Q. So that implies somewhere in the $0.55 range, 20s % percentage type of growth for 4Q is that how we should be thinking about 4Q where the urine growth really accelerates in the quarter?

I think there is a little bit of a new ones here which is that Derek discussed this new accounting standards update which is going to impact our full-year taxes . And so what has happening here is that we will get about a 5-cent to six and benefit which is actually going to be attributable to the first half that we already recorded where is you are looking at $0.75 through the first half of the year, that number is really going to be more like $0.81 we adopt this accounting standard update. So if you take that $0.80 and at the roughly $0.70 which is flat to last year Q3 now you're at a dollar 50 going into the fourth quarter and so it is really the range is more like $0.43 to $0.53 for Q4 to get to our guidance.

Our next question comes from Erinn Murphy with Piper Jaffray. Please go ahead.

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Sure. Yes. If you break down retail gross margin between domestic and international, the domestic before giving effect to this insurance proceeds issues that Derek called out was basically flat to the prior year. So similar level of promotion and flat gross margin. As Derek pointed out we had a fire in the store and the flood in the store where we took losses and then the insurance proceeds came in Q2 of 2015, so we got a benefit there that we did not obviously anniversary this year. So basically apples to apples I would say we are flat domestically. We were down in the international stores and that is purely a function of the dollar. Of course, those regions they buy goods in dollars and sell it in their local currencies so with the strengthening of the U.S. dollar that negatively impacts the gross margin. So as we look out going forward I think that we are looking for certainly domestic business for the promotions to be similar to what they were a year ago for us and so sort of flattish gross margin. Perhaps a little bit of pressure on the international businesses because of the strength of the currency. But I just want to follow more specifically to your question that the overall promotional activity in the industry remains heavy and I think we have to expect it's going to be heavy this fall season.

And then if you could talk a little bit more about the off-price channel right now. I know you have business both with footwear [indiscernible] that you cut specifically for that channel. What are you seeing in terms of trends in the back half in terms of how they are ordering or perhaps not by both of those categories ?

I'm sorry. Off-price and what was the other category?

Off-price for both your accessory business--

Yes. I think that business has gotten a little better. I think that we were already trending pretty well on the shoe side, with that channel. We had called that out as a headwind on the accessory side, both in Q4 of last year and in Q1 of 2016 and we have seen those retailers come back to us and start to place more normalized level of orders I would say and that's why you saw the accessories business get better. We were flat in wholesale accessories this quarter on the top line compared to the decline in the last couple quarters.

Okay. And then just last on the Nordstrom anniversary sale, can you talk about how that's been faring thus far across Blondo and Dolce Vita as well as Steve Madden?

Yes. I think that that has been a bright spot. I think if you do your channel checks you will hear from folks that Steve Madden was a real outperformer in the sale as a company and in particular with the Steve Madden brand much improved sell through performance in the Steve Madden brand compared to last year and really, really outstanding early weeks.

Our next question comes from Jeff Van Sinderen with B Riley. Please go ahead.

I know you guys talked a little bit Dolce Vita, it sounds like that is building momentum and I'm wondering if you can update us on your outlook for second half for Dolce Vita and also if you could touch on Blondo and your expectations there for second half?

Yes. Both of those newer brands are really performing well for us. We called out Dolce Vita sales growth and Dolce Vita was at 50% in the quarter. While I do not expect it to continue at that rate, I think you will see nice growth in the back half as well. One thing I want to point out is that we continue to drive that operating margin, Dolce Vita up as well on the trailing 12 months we are now over 13% in that net margin so we went from a loss when we bought it and it's exceeding the Company average. And then Blondo is poised for a really strong back half is well. Very strong performance and the Nordstrom anniversary sale and looking for big increases with Nordstrom as well as Zappos and a number of other retailers for the back half. So that should be a strong north of 20% grower for the back half also.

And I know it is still early and you mentioned private label boots but I'm just wondering is there any more color you can give us on the outlook for the boot business? The wholesale boot business in the second half? Any color you are getting from accounts there or anything we should be aware of?

Yes. I think it is still early. You know the reads that we've seen so far and this is not surprising at this time of year it's been much more -- we have seen much more hits on booties as opposed to tall shaft boots. One thing I would call out is that we are seeing some nice hits on dress booties which is something new. Those looks are little fresher and we feel good about what we're seeing there, the casual booties are also good but we're cognizant of the fact that there are just a lot of casual booties in the market and anytime there is that much supply in the category we have to be cautious. But overall I think with our branded accounts, the initial boot orders are really in-line with what we anticipated. It's with our private label accounts where they came in below our expectation.

Next we will take Scott Krasik with Buckingham Research. Please go ahead.

So just some clarification questions, what percentage of your sales in the back half are roughly private label versus branded and wholesale?

Private label is about a quarter of our business. I do not have the breakdown in the back half.

Is it even now?

Not significant .

Okay and then you commented on 3Q EPS and we all appreciate that. Thank you. Just thoughts around wholesale revenue growth in 3Q given the big item you called out?

Yes. I do not think we're going to start giving specific sales guidance by segment for the quarters but clearly it will be down in Q3 and up in Q4 to get to the number.

And then in terms of International, so what percentage of sales roughly is international at this point?

International is 10% in there.

And then sort of how much would Canada and Mexico comprise of that? Two thirds or something?

I would say the distributor business is maybe, at least as of last year it was probably 35% to 45%.

Okay. And last big picture question. Obviously, you have great reads across your business and you've had them for a while in terms of fashion trend. So you know what to do think again, it sort of asked in a different way, what do you think gets the retailers to start ordering or to see that stock to sales ratio sort of back to more normal levels?

I think they need to get there overall inventories a little bit more in line. That would certainly help. We just need to continue recording these strong sell-throughs. It is not going to, if we can do this for another season I feel pretty confident that they are going to have to step up. I would've hoped they would've happened by now, and again it is not that they are not, they are not moving the ball forward, is just not happening quite as fast as we would like.

Next we will hear from Corinna Van der Ghinst with Citi. Please go ahead.

First of all could you just remind us of what your guidance assumes in terms of order cancellations or reorders for the back half? Should we be thinking of that as netting out and did you see any big order reductions as we headed into the back-to-school season?

I'm not sure how to answer the first part about cancellations versus where we as a matter -- I think essentially the guidance reflects our total view on where we’re going to end up. We're not looking for lots of cancellations, certainly and we have baked in some level of reorder activity into the guidance that we provided. In terms of back to school, did you say have we seen order reductions?

Yes.

Yes. Well definitely on the private-label side we have and that’s part of what is reflected in the reduction in the sales outlet. And the branded business has held in nicely.

Your SGD growth accelerated during the second quarter. Can you just walk us through the buckets of spending does that include the SoHo lease I assume and also for the back half. I know you are not guiding next year yet but how you are thinking about how you're spending growth for next year?

Yes. Cory, as we look at Q2 and the growth rate, we were out about 6.7% growth in SG&A for the quarter. Some of the buckets that were new for the quarter, the big piece was our retail business. We had a number of new stores since last year's Q2 which was a big driver as well as some additional advertising and promotion in retail. FX was a big part of the increase versus the prior year, as Ed mentioned earlier, with a lot of our foreign business buying in U.S. dollars that impacted their business and then we had some one-time JV related expenses that was back in the quarter. So it jumped up a little bit versus end of Q1 and where we are but we see that from time to time in the quarters but I think for the full-year we are kind of looking around that 5% range that we guided towards. Did you ask next year's expense?

Yes. Can you walk us through some of the buckets?

For next year?

Yes.

Yes, I think next year we're looking at the same growth things. As we open new stores we see increases due to that. I do not think we will see any other significant drivers in their as we look at the business next year.

And then just one follow-up question in Asia. How long are you guys thinking that it will take to clear out that inventory situation that you are seeing in the marketplace there?

They are working pretty diligently to do that. So I am hoping that it will be more normalized as we head into spring '17.

Our next question comes from Steve Marotta with C.L. King & Associates.

Just commenting on the EPS numbers in the first half of the year, you plan on putting out an 8-K with more delineated and specific tax dollars in the first quarter in the second quarter? Or are the analysts just free to make the assumptions in each of their models.

We have not adopted it yet. So I think you will see it in Q3 and that is a quarter that we adopted and you will see the kind of numbers restated in that filing. But I think Ed gave some guidance on what we expected to be the year and given that we noted it is primarily first half related kind of impact.

They will show in the year-to-date numbers offered in the third quarter release?

Yes.

I'm with you. I know it is very, very early but I can't resist asking. If you could talk a little bit about back-to-school, the markets and that that you might be in either directly or indirectly and if there's any particular reads on the strength of early market back-to-schools?

It's pretty early I think that honestly it's too early for us to have a real strong read on that. If we think about the early indications I think that the strongest data point is the Nordstrom anniversary sale, and as I said we feel very good about what we saw particularly in Steve Madden in that sale.

One last question, as it pertains to China do you feel that that inventory backup was more a function of China slowing down or more a function of a misstep and poor execution by the distributor ?

I think there are a few things that are going on there. I think one of them is that in Asia, as in the United States the retail landscape is changing pretty quickly and particularly in terms of China. The customer is moving online and moving to e-commerce shopping and particularly to shopping on the mobile phone at an even faster clip than what is happening here in the United States. Anytime you have that kind of transition or that kind of disruption, while I think it creates a long-term opportunity for us, in the short term it's greater challenges because we had some stores in store locations in Stop & Shop locations that are not performing the way that they used to and may in fact need to be closed and they created some inventory backup. The other thing, you've got some other markets. I'm thinking Hong Kong and Macau that are really heavily dependent on tourism and as tourism slowed down to those markets we suffered there, but more broadly speaking I think one of the things that we have to look at as a Company is whether or not this distributor model that we are using their is the right long-term structure for us it. It has been great for many, many years. It's worked great. Our distributor has done well. We have done well. The brand has grown in the market, but one of the things about the distributor model is it tends to do best when you can charge a nice premium for the merchandise in the international market relative to what you get in the U.S. because you do have that middleman in the form of the distributor and so it is helpful to have the extra margin so that all of the mouths can be fed. For many, many years that worked very well. We charged a good premium over there and the customer paid it and that worked great. I think that as we look at it now in the age of the mobile phone when customers all global price transparency essentially at their fingertips or in their pocket, it becomes harder to be get that premium in the international markets. And that was part of the rationale for moving from the distributor model to the JV model in Europe and I think that’s something that we will have to look at and are looking at currently in Asia. We have not made any final determinations but it is something we are evaluating and we will keep you posted as we move forward.

Our next question comes from Eddie Plank with Jefferies.

Can you guys maybe elaborate a little bit on what's happening with the private-label business? You talk about the softness with boots but is there anything else there that is kind of behind it? I know typically it's a little bit later to adopt some of the stronger trend so maybe a little bit more color there? Thanks.

Yes. I think that the big drop really is in the boot and bootie category and that's why we call that out. As I alluded to earlier we plan boots and booties down is a category across the Company and while in the branded segment it's really coming in so far in line with our forecasts. In private label the initial orders are even softer than we anticipated. I can tell you anecdotally we had customers whose initial orders in that category were down more than 30%, that's not everybody but that’s some significant customers and that was clearly below our expectation and that's why we pulled the number down. Of course, again, these are initial orders. If they get some good early selling they're going to want to reorder, they are going to want to Chase into that category and we may be able to make some of it up but this is what we're looking at today. In terms of some of the trends I think you raise an interesting point because also the other factor here is that in the branded business, we've been able to make up some of the -- a lot of the decline in boots with increases in categories like fashion sneakers. While fashion sneakers are improving in the private-label tier, that more massive tier where we do our label work, it's definitely has not gotten as big as it has gotten in the branded part of the market and so we are not able to offset as much of the boot softness with sneakers, for instance .

And may be a question for Derek, just thinking about the gross margin being as robust as it's been in the first half, how do we think about it in the back half? I know overall you guys are guiding up a little bit better because of the mix shift but I would think the improvements would be more modest given the compares or are you thinking you might achieve a similar level of improvement in the back half? Thanks.

I think as we look at -- we achieved today and the rest of the year as we look at the full-year we would expect about 150 basis point improvement on gross margin.

And last, just bigger question, bigger picture question. Thinking about your experience with trend cycles, fashion athletic and the sneakers has been very strong now, how you guys look at that? How long can this really last? I know it's been a big trend beyond, your store business so how are you guys thinking about it in the context of what you are seeing now?

Well I think that this is the kind of trend that lasts quite a while. We certainly don’t think that we are in the ninth inning here. I think there is still some legs and keep in mind that sneakers is a trend that’s pretty broad and there are a lot of different ways to do it . So it's the kind of thing we can have sort of sub-trends within the overall sneaker trend and so we still think people are going to be buying a lot of sneakers for the foreseeable future.

Our next question comes from Sam Poser with Susquehanna.

A couple of questions, one, what's the relative size of China in the UAE in the midst of all the international businesses and which one is bigger right now?

China has historically been much bigger. If you take China and the UAE together, it was probably 35% to 40% of the international distributor business.

Okay. And then as you shipped over to JV there's some split. What percent of your international business is subsidiary right now or JV's? Is there any? I forget.

Yes it's everything except for the distributors which we said was last year 35% to 40% of international.

Okay. And of your distributor business, if you were to look at that as a JV or sub, what would be the wholesale equivalent size of that business and how would the EBITDA margin structure change if you moved it over I guess from having better brand control and all the other things that go with that but the additional I guess SG&A that goes with that as well.

The wholesale equipment would maybe be, maybe you could double the number. If you're doing retail it's probably more like three times. In terms of the operating margin it's just way too early to say, and frankly, it depends on which region we were to move to the joint venture ownership model because it's vastly different profitability by region.

But would it in general improve, would you expect it to improve significantly over I guess the less volatile and improve over the distributor model as you convert to it in a general sense?

Generally speaking, yes. But, you know it is really a business by business conversation. So very tough to speak in generalities.

So if you look out at a year or two, how much of your business do you foresee the percentage of distributor versus JV or sub over the next few years or vice versa? Do you see the subs becoming about 75% to 80% of the total?

I think that clearly owned or joint ventured it's going to grow faster than distributor. I would just be guessing if I told you that.

And we do have a follow-up question from Scott Krasik with Buckingham Research.

So two questions, number one for the quarter for wholesale how much was mix contributing and the improvement in wholesale growth?

About half. About half was mixed and about half was apples to apples improvements in places like Steve Madden Women's and Dolce Vita.

Okay. And then I'm just getting a lot of questions on the tax changes. Is this because we have never heard about it yet from other Company's or nobodies talk about it yet. Is this something that you have to implement this year? Is this something that you are proactively doing? Maybe I will start there.

Okay. Yes. We're early adopting it this year. It will be required for everyone to adopt it first thing next year.

Okay. Is it safe to assume then if you did not have to do it this year then if not for that would the guidance be like 188 to 198?

Yes, I guess. It is contributing about $0.05. That is the right way to look at that.

And then would you consider when you do it just do an adjusted 3Q like a true up instead trying to making an adjusted 3Q EPS with a very low tax rate and trying to go back retroactively change--?

You are not allowed to adopt it by taking it to Q3 so it would only put -- we can only post through the year-to-date results.

And that does conclude our question and answer session. I would like to turn the conference back over to our speakers for any additional or closing remarks.

Great. Thanks very much for joining us and we look forward to speaking with you on the next earnings call.