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Table of Contents

 

 

 

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 June 30, 2011

 

 

or

 

 

o

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

 

For the transition period from            to           

 

Commission File No. 000-51754

 


 

Crocs, Inc.

(Exact name of registrant as specified in its charter)

 

Delaware

 

20-2164234

(State or other jurisdiction of
incorporation or organization)

 

(I.R.S. Employer
Identification No.)

 

6328 Monarch Park Place, Niwot Colorado 80503

(Address of registrant’s principal executive offices)

 

(303) 848-7000

(Registrant’s telephone number, including area code)

 


 

Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o
(Do not check if a smaller reporting company)

 

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x

 

As of July 29, 2011, Crocs, Inc. had 89,462,323 shares of its $0.001 par value common stock outstanding.

 

 

 



Table of Contents

 

Crocs, Inc.

Form 10-Q

Quarter Ended June 30, 2011

Table of Contents

 

PART I—Financial Information

 

 

Item 1.

Financial Statements

 

3

 

Unaudited Condensed Consolidated Statements of Income for the Three and Six Months Ended June 30, 2011 and 2010

 

3

 

Unaudited Condensed Consolidated Balance Sheets at June 30, 2011 and December 31, 2010

 

4

 

Unaudited Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2011 and 2010

 

5

 

Notes to Unaudited Condensed Consolidated Financial Statements

 

6

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

15

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

23

Item 4.

Controls and Procedures

 

24

 

 

 

 

PART II—Other Information

 

 

Item 1.

Legal Proceedings

 

24

Item 1A.

Risk Factors

 

25

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

25

Item 6.

Exhibits

 

26

Signatures

 

27

 

2



Table of Contents

 

PART I—FINANCIAL INFORMATION

 

ITEM 1.  Financial Statements

 

CROCS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF INCOME

 

(Unaudited)

 

 

 

Three Months Ended
June 30,

 

Six Months Ended
June 30,

 

($ thousands, except per share amounts)

 

2011

 

2010

 

2011

 

2010

 

Revenues

 

$

295,585

 

$

228,046

 

$

522,293

 

$

394,898

 

Cost of sales

 

(125,367

)

(96,127

)

(232,869

)

(176,275

)

Gross profit

 

170,218

 

131,919

 

289,424

 

218,623

 

Selling, general and administrative expenses

 

(107,647

)

(94,047

)

(196,261

)

(168,825

)

Foreign currency transaction gains (losses), net

 

3,042

 

1,129

 

1,727

 

1,421

 

Restructuring charges (Note 12)

 

 

 

 

(2,539

)

Asset impairment (Note 12)

 

 

 

(32

)

(141

)

Charitable contributions expense

 

(839

)

(275

)

(1,836

)

(418

)

Income (loss) from operations

 

64,774

 

38,726

 

93,022

 

48,121

 

Interest expense

 

(241

)

(163

)

(429

)

(292

)

Gain on charitable contribution

 

353

 

32

 

610

 

116

 

Other income (expense), net

 

(108

)

291

 

(436

)

50

 

Income (loss) before income taxes

 

64,778

 

38,886

 

92,767

 

47,995

 

Income tax benefit (expense)

 

(9,272

)

(6,602

)

(15,757

)

(9,994

)

Net income (loss)

 

$

55,506

 

$

32,284

 

$

77,010

 

$

38,001

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.62

 

$

0.38

 

$

0.87

 

$

0.44

 

Diluted

 

$

0.61

 

$

0.37

 

$

0.85

 

$

0.43

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

3



Table of Contents

 

CROCS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED BALANCE SHEETS

 

(Unaudited)

 

($ thousands, except number of shares)

 

June 30,
2011

 

December 31,
2010

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

179,979

 

$

145,583

 

Accounts receivable, net of allowances of $13,528 and $10,249, respectively

 

115,651

 

64,260

 

Inventories

 

156,464

 

121,155

 

Deferred tax assets, net

 

13,822

 

15,888

 

Income tax receivable

 

10,620

 

9,062

 

Other receivables

 

17,127

 

11,637

 

Prepaid expenses and other current assets

 

20,292

 

13,429

 

Total current assets

 

513,955

 

381,014

 

Property and equipment, net

 

69,337

 

70,014

 

Intangible assets, net

 

48,164

 

45,461

 

Deferred tax assets, net

 

32,429

 

34,711

 

Other assets

 

19,629

 

18,281

 

Total assets

 

$

683,514

 

$

549,481

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

66,186

 

$

35,669

 

Accrued expenses and other current liabilities

 

71,269

 

59,488

 

Deferred tax liabilities, net

 

15,337

 

17,620

 

Income taxes payable

 

16,076

 

23,084

 

Note payable, current portion of long-term debt and capital lease obligations

 

3,257

 

1,901

 

Total current liabilities

 

172,125

 

137,762

 

Deferred tax liabilities, net

 

1,909

 

847

 

Long term income tax payable

 

35,429

 

29,861

 

Other liabilities

 

5,046

 

4,905

 

Total liabilities

 

214,509

 

173,375

 

Commitments and contingencies (Note 11)

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Preferred shares, par value $0.001 per share, 5,000,000 shares authorized, none outstanding

 

 

 

Common shares, par value $0.001 per share, 250,000,000 shares authorized, 89,919,925 and 89,390,187 shares issued and outstanding, respectively, at June 30, 2011 and 88,600,860 and 88,065,859 shares issued and outstanding, respectively, at December 31, 2010

 

90

 

88

 

Treasury stock, at cost, 529,738 and 535,001 shares, respectively

 

(21,213

)

(22,008

)

Additional paid-in capital

 

286,968

 

277,293

 

Retained earnings

 

166,891

 

89,881

 

Accumulated other comprehensive income

 

36,269

 

30,852

 

Total stockholders’ equity

 

469,005

 

376,106

 

Total liabilities and stockholders’ equity

 

$

683,514

 

$

549,481

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

4



Table of Contents

 

CROCS, INC. AND SUBSIDIARIES

 

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

(Unaudited)

 

 

 

For the Six Months
Ended June 30,

 

($ thousands)

 

2011

 

2010

 

Cash flows from operating activities:

 

 

 

 

 

Net income (loss)

 

$

77,010

 

$

38,001

 

Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:

 

 

 

 

 

Depreciation and amortization

 

19,407

 

17,610

 

Loss (gain) on disposal of fixed assets

 

118

 

796

 

Unrealized (gain) loss on foreign exchange transactions

 

(5,489

)

(3,309

)

Asset impairment

 

32

 

133

 

Charitable contributions

 

1,836

 

435

 

Gain on charitable contributions

 

(610

)

(124

)

Share-based compensation

 

3,911

 

3,870

 

(Recovery of) provision for doubtful accounts, net

 

(737

)

1,653

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable

 

(47,735

)

(46,659

)

Income tax receivable

 

(1,131

)

(3,480

)

Inventories

 

(33,100

)

(23,255

)

Prepaid expenses and other assets

 

(12,101

)

1,304

 

Accounts payable

 

30,002

 

30,063

 

Accrued restructuring charges

 

(293

)

1,745

 

Accrued expenses and other liabilities

 

12,761

 

21,053

 

Cash provided by (used in) operating activities

 

43,881

 

39,836

 

Cash flows from investing activities:

 

 

 

 

 

Cash paid for purchases of property and equipment

 

(13,804

)

(13,281

)

Proceeds from disposal of property and equipment

 

245

 

937

 

Cash paid for intangible assets

 

(7,733

)

(6,985

)

Purchases of marketable securities

 

 

(5,482

)

Maturities of marketable securities

 

 

1,701

 

Change in restricted cash

 

(109

)

299

 

Cash provided by (used in) investing activities

 

(21,401

)

(22,811

)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from note payable

 

165,198

 

18,400

 

Repayment of note payable and capital lease obligations

 

(164,542

)

(19,054

)

Repurchase of stock for stock option exercise tax withholding

 

(490

)

(421

)

Exercise of stock options

 

7,068

 

2,341

 

Cash provided by (used in) financing activities

 

7,234

 

1,266

 

Effect of exchange rate changes on cash

 

4,682

 

1,233

 

Net increase (decrease) in cash and cash equivalents

 

34,396

 

19,524

 

Cash and cash equivalents—beginning of period

 

145,583

 

77,343

 

Cash and cash equivalents—end of period

 

$

179,979

 

$

96,867

 

Supplemental disclosure of cash flow information—cash paid during the period for:

 

 

 

 

 

Interest

 

$

365

 

$

284

 

Income taxes

 

$

15,332

 

$

6,674

 

Non-cash investing and financing activities:

 

 

 

 

 

Assets acquired through capital leases

 

$

 

$

2,089

 

Accrued purchases of property, plant and equipment

 

$

1,722

 

$

2,373

 

Accrued purchases of intangibles

 

$

406

 

$

1,044

 

 

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

 

5



Table of Contents

 

CROCS, INC. AND SUBSIDIARIES

 

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

(Unaudited)

 

1.  BASIS OF PRESENTATION

 

Crocs, Inc. and its subsidiaries (collectively, “we,” “us,” or the “Company”) are engaged in the design, manufacture and sale of footwear, apparel and accessories for men, women and children.

 

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Accordingly, these statements do not include all of the information and disclosures required by GAAP or SEC rules and regulations for complete financial statements. In the opinion of management, these financial statements reflect all adjustments (consisting solely of normal recurring matters) considered necessary for a fair presentation of the results for the interim periods presented. The results of operations for any interim period are not necessarily indicative of results for the full year.

 

These statements should be read in conjunction with the consolidated financial statements and footnotes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010 (the “2010 Form 10-K”). The accounting policies used in preparing these unaudited condensed consolidated financial statements are the same as those described in Note 1 - Summary of Significant Accounting Policies to the consolidated financial statements in the 2010 Form 10-K.

 

The preparation of financial statements in conformity with GAAP requires management to make estimates, judgments and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenue and expenses during the reporting period. Management believes that the estimates, judgments and assumptions made when accounting for items and matters such as, but not limited to, the allowance for doubtful accounts, returns and discounts, impairment assessments and charges, recoverability of assets (including deferred tax assets), uncertain tax positions, share-based compensation expense, the fair value of acquired intangibles, useful lives assigned to long-lived assets, depreciation and provisions for contingencies are reasonable based on information available at the time they are made. Management also makes estimates in the assessments of potential losses in relation to threatened or pending legal and tax matters. See Note 14 - Legal Proceedings. Actual results could materially differ from these estimates. For matters not related to income taxes, if a loss is considered probable and the amount can be reasonably estimated, the Company recognizes an expense for the estimated loss. If there is the potential to recover a portion of the estimated loss from a third party, the Company makes a separate assessment of recoverability and reduces the estimated loss if recovery is also deemed probable.

 

Recently Issued Accounting Standards

 

In May 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2011-04, “Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and International Financial Reporting Standards (“IFRS”).” This pronouncement was issued to provide a consistent definition of fair value and ensure that the fair value measurement and disclosure requirements are similar between U.S. GAAP and IFRS. ASU 2011-04 changes certain fair value measurement principles and enhances the disclosure requirements particularly for level 3 fair value measurements. This pronouncement is effective for reporting periods beginning on or after December 15, 2011. We do not expect the adoption of ASU 2011-04 to have a significant impact to the consolidated financial position or results of operations.

 

In June 2011, the FASB issued ASU No. 2011-05, “Presentation of Comprehensive Income.” ASU 2011-05 eliminates the option to report other comprehensive income and its components in the statement of changes in stockholders’ equity and requires an entity to present the total of comprehensive income, the components of net income and the components of other comprehensive income either in a single continuous statement or in two separate but consecutive statements. This pronouncement is effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. As ASU 2011-05 concerns presentation and disclosure only, its adoption will not have an impact on the consolidated financial position or results of operations.

 

6



Table of Contents

 

2.  INVENTORIES

 

The following table summarizes inventories by major classification as of June 30, 2011 and December 31, 2010.

 

($ thousands)

 

June 30, 2011

 

December 31, 2010

 

Finished goods

 

$

145,429

 

$

111,134

 

Work-in-progress

 

142

 

248

 

Raw materials

 

10,893

 

9,773

 

Inventories

 

$

156,464

 

$

121,155

 

 

3.  PROPERTY AND EQUIPMENT

 

The following table summarizes property and equipment by major classification as of June 30, 2011 and December 31, 2010.

 

($ thousands)

 

June 30, 2011

 

December 31, 2010

 

Machinery and equipment(1)

 

$

77,094

 

$

70,962

 

Leasehold improvements

 

57,624

 

49,519

 

Furniture and fixtures and other

 

16,129

 

16,587

 

Construction-in-progress

 

6,094

 

7,902

 

Property and equipment, gross

 

156,941

 

144,970

 

Accumulated depreciation(2)

 

(87,604

)

(74,956

)

Property and equipment, net

 

$

69,337

 

$

70,014

 

 


(1)               Includes $0.4 million of equipment held under capital leases and classified as equipment as of June 30, 2011 and December 31, 2010.

(2)               Includes $0.3 million and $0.2 million of accumulated depreciation related to equipment held under capital leases as of June 30, 2011 and December 31 2010, respectively.

 

During the three and six months ended June 30, 2011, we recorded $7.3 million and $14.9 million, respectively, in depreciation expense of which $3.3 million and $7.1 million, respectively, was recorded in cost of sales and the balance was recorded in selling, general and administrative expenses in the unaudited condensed consolidated statements of income. During the three and six months ended June 30, 2010, we recorded $7.0 million and $13.9 million, respectively, in depreciation expense of which $3.5 million and $7.0 million, respectively, was recorded in cost of sales and the balance was recorded in selling, general and administrative expenses in the unaudited condensed consolidated statements of income.

 

4.  INTANGIBLE ASSETS

 

The following table summarizes the identifiable intangible assets as of June 30, 2011 and December 31, 2010.

 

 

 

June 30, 2011

 

December 31, 2010

 

($ thousands)

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net
Carrying
Amount

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net
Carrying
Amount

 

Capitalized software

 

$

60,957

(1)

$

(17,737

)(2)

$

43,220

 

$

54,489

(1)

$

(13,674

)(2)

$

40,815

 

Customer relationships

 

6,743

 

(5,846

)

897

 

6,361

 

(5,485

)

876

 

Patents, copyrights, and trademarks

 

5,845

 

(2,265

)

3,580

 

5,703

 

(1,933

)

3,770

 

Core technology

 

4,992

 

(4,992

)

 

4,843

 

(4,843

)

 

Other

 

636

 

(636

)

 

636

 

(636

)

 

Total finite lived intangible assets

 

79,173

 

(31,476

)

47,697

 

72,032

 

(26,571

)

45,461

 

Indefinite lived intangible assets

 

467

 

 

467

 

 

 

 

Intangible assets

 

$

79,640

 

$

(31,476

)

$

48,164

 

$

72,032

 

$

(26,571

)

$

45,461

 

 


(1)                                  Includes $4.1 million of software held under a capital lease classified as capitalized software as of June 30, 2011 and December 31, 2010.

(2)                                  Includes $0.5 million and $0.3 million of accumulated amortization of software held under a capital lease which is amortized using the straight-line method over the useful life as of June 30, 2011 and December 31, 2010, respectively.

 

During the three and six months ended June 30, 2011, amortization expense recorded for intangible assets was $2.3 million and $4.5 million, respectively, of which $0.8 million and $1.4 million was recorded in cost of sales, respectively. During the three and six months ended June 30, 2010, amortization expense recorded for intangible assets was $1.8 million and $3.7 million, respectively, of which $0.6 million and $1.1 million was recorded in cost of sales, respectively. The remaining amounts were recorded in selling, general and administrative expenses. The following table summarizes the estimated future amortization of intangible assets for the next five years and thereafter (in thousands).

 

7



Table of Contents

 

For the Period ending December 31,

 

Estimated
Amortization

 

Remainder of 2011

 

$

4,609

 

2012

 

10,669

 

2013

 

10,617

 

2014

 

8,181

 

2015

 

5,696

 

Thereafter

 

7,925

 

Total

 

$

47,697

 

 

5.  ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

The following table summarizes accrued expenses and other current liabilities as of June 30, 2011 and December 31, 2010.

 

($ thousands)

 

June 30,
2011

 

December 31,
2010

 

Accrued compensation and benefits

 

$

23,359

 

$

25,666

 

Fulfillment and freight and duties

 

8,769

 

5,396

 

Professional services

 

4,147

 

4,704

 

Sales/use and VAT tax payable

 

13,676

 

6,061

 

Other

 

21,318

 

17,661

 

Accrued expenses and other current liabilities

 

$

71,269

 

$

59,488

 

 

6.  FAIR VALUE MEASUREMENTS AND FINANCIAL INSTRUMENTS

 

Non-Recurring Fair Value Measurements

 

The majority of our non-financial assets, which include inventories, property, plant and equipment and intangible assets, are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial asset is required to be evaluated for impairment and deemed to be impaired, the impaired non-financial asset is recorded at its fair value. We had no impaired assets during the three months ended June 30, 2011 and 2010, respectively. During the six months ended June 30, 2011 and 2010, we had insignificant impairment losses.

 

Recurring Fair Value Measurements

 

The following table summarizes the financial instruments required to be measured at fair value on a recurring basis as of June 30, 2011 and December 31, 2010. Other financial instruments including debt are not required to be carried at fair value on a recurring basis. The carrying value of these financial instruments, including cash equivalents, accounts receivable, accounts payable and accrued liabilities, approximate fair value due to their short maturities. Based on borrowing rates currently available to us, with similar terms, the carrying values of capital lease obligations and the line of credit approximate their fair values.

 

 

 

Fair Value as of June 30, 2011

 

Fair Value as of December 31, 2010

 

 

 

($ thousands)

 

Level 1

 

Level 2

 

Level 3

 

Level 1

 

Level 2

 

Level 3

 

Balance Sheet Classification

 

Derivative assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency forward contracts

 

$

 

$

57

 

$

 

$

 

$

5

 

$

 

Prepaid expenses and other current assets

 

Derivative liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Foreign currency forward contracts

 

$

 

$

260

 

$

 

$

 

$

134

 

$

 

Accrued expenses and other current liabilities

 

 

Derivative Financial Instruments

 

We enter into foreign currency exchange forward contracts as cash flow hedges to reduce our exposure to changes in exchange rates. The following table summarizes the notional amounts of the outstanding foreign currency exchange forward contracts at June 30, 2011 and December 31, 2010. The notional amounts of the derivative financial instruments shown below are denominated in their U.S. dollar equivalents and represent the amount of all contracts of the foreign currency specified. These notional values do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of our exposure to the foreign currency exchange risks.

 

8



Table of Contents

 

($ thousands)

 

June 30, 2011

 

December 31, 2010

 

Forward currency exchange forward contracts by currency, net:

 

 

 

 

 

Euro

 

$

12,812

 

$

3,921

 

Japanese Yen

 

9,000

 

6,000

 

Pound Sterling

 

4,140

 

2,385

 

Mexican Peso

 

1,200

 

 

Total notional value, net

 

$

27,152

 

$

12,306

 

 

 

 

 

 

 

Latest maturity date

 

July 2012

 

March 2011

 

 

During all periods presented, we did not designate any derivatives as hedges. Therefore, all changes in the fair value of derivative financial instruments are reflected in the results of operations. The following table presents the amounts affecting the unaudited condensed consolidated statements of income for the three and six months ended June 30, 2011 and 2010.

 

($ thousands)

 

Three Months
Ended
June 30, 2011

 

Three Months
Ended
June 30, 2010

 

Six Months
Ended
June 30, 2011

 

Six Months
Ended
June 30, 2010

 

Location of Loss (Gain) Recognized
In Income on Derivatives

 

Foreign currency exchange forward contracts

 

$

419

 

$

119

 

$

475

 

$

119

 

Other income (expense), net

 

 

7.  NOTES PAYABLE AND CAPITAL LEASE OBLIGATIONS

 

The following table summarizes notes payable and capital lease obligations as of June 30, 2011 and December 31, 2010.

 

($ thousands)

 

June 30, 2011

 

December 31, 2010

 

Revolving credit facility

 

$

1,604

 

$

3

 

Capital lease obligations (for certain capitalized software) bearing interest rates ranging from 8.7% to 12.4% and maturities through 2013

 

1,581

 

2,488

 

Capital lease obligations (for certain equipment) bearing interest at 8.8% and maturities through 2014

 

117

 

155

 

Total notes payable and capital lease obligations

 

$

3,302

 

$

2,646

 

 

As of June 30, 2011 and December 31, 2010, we had issued and outstanding letters of credit of $1.1 million and $1.0 million, respectively, which were reserved against the borrowing base under the terms of the revolving credit facility.

 

8.  EQUITY AND STOCK-BASED COMPENSATION

 

During the three and six months ended June 30, 2011, 1.1 million and 1.5 million shares of common stock, respectively, were issued related to stock option exercises and the vesting of restricted stock shares and units. During the year ended December 31, 2010, 2.8 million shares of common stock were issued related to stock option exercises and the vesting of restricted stock shares.

 

Options granted generally vest straight-line over four years with the first year vesting on a cliff basis followed by monthly vesting for the remaining three years. Restricted stock shares and restricted stock units granted generally vest on a straight-line basis over three or four years depending on the terms of the grant. Stock-based compensation expense is recognized on a straight-line basis over the applicable vesting period and is recognized in the Cost of sales and Selling, general and administrative expense in the unaudited condensed consolidated statements of income. During the three and six months ended June 30, 2011, $2.4 million and $3.9 million of stock-based compensation expense was recorded, respectively, of which $0.3 million and $0.6 million was recorded in Cost of sales, respectively. During the three and six months ended June 30, 2010, $2.2 million and $3.9 million of stock-based compensation expense was recorded, respectively, of which $0.3 million and $0.7 million was recorded in Cost of sales, respectively.

 

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Table of Contents

 

Stock Options

 

The following tables summarize the stock option activity for the three and six months ended June 30, 2011 and 2010.

 

 

 

Three Months Ended June 30, 2011

 

Six Months Ended June 30, 2011

 

Options

 

Shares

 

Weighted
Average
Exercise Price

 

Shares

 

Weighted
Average
Exercise Price

 

Outstanding at March 31, 2011 and December 31, 2010, respectively

 

4,772,766

 

$

9.48

 

5,007,337

 

$

9.10

 

Granted

 

137,000

 

24.04

 

348,000

 

19.88

 

Exercised

 

(918,129

)

4.83

 

(1,259,680

)

5.61

 

Forfeited or expired

 

(88,596

)

10.18

 

(192,616

)

11.43

 

Outstanding at June 30, 2011

 

3,903,041

 

$

11.07

 

3,903,041

 

$

11.07

 

 

 

 

Three Months Ended June 30, 2010

 

Six Months Ended June 30, 2010

 

Options

 

Shares

 

Weighted
Average
Exercise Price

 

Shares

 

Weighted
Average
Exercise Price

 

Outstanding at March 31, 2010 and December 31, 2009, respectively

 

7,054,554

 

$

7.82

 

7,755,254

 

$

7.67

 

Granted

 

100,000

 

10.70

 

149,750

 

9.58

 

Exercised

 

(575,447

)

3.04

 

(876,730

)

2.67

 

Forfeited or expired

 

(228,771

)

18.21

 

(677,938

)

12.15

 

Outstanding at June 30, 2010

 

6,350,336

 

$

7.93

 

6,350,336

 

$

7.93

 

 

Restricted Stock Shares and Units

 

From time to time, we grant restricted stock shares and restricted stock units to our employees. Unvested restricted stock shares have the same rights as those of common shares including voting rights and non-forfeitable dividend rights. However, ownership of unvested restricted stock shares cannot be transferred until they are vested. An unvested restricted stock unit (“RSU”) is a contractual right to receive a share of common stock only upon its vesting. RSUs have dividend equivalent rights which accrue over the term of the award and are paid if and when the RSUs vest.

 

The following tables summarize the restricted stock share activity for the three and six months ended June 30, 2011 and 2010.

 

 

 

Three Months Ended June 30, 2011

 

Six Months Ended June 30, 2011

 

Restricted Stock Shares

 

Shares

 

Weighted
Average
Grant Date
Fair Value

 

Shares

 

Weighted
Average
Grant Date
Fair Value

 

Non-vested at March 31, 2011 and December 31, 2010, respectively

 

927,884

 

$

9.64

 

953,423

 

$

8.54

 

Granted

 

48,520

 

22.22

 

118,520

 

19.10

 

Vested

 

(216,965

)

7.97

 

(246,036

)

7.58

 

Forfeited

 

(7,200

)

12.51

 

(73,668

)

9.83

 

Non-vested at June 30, 2011

 

752,239

 

$

10.39

 

752,239

 

$

10.39

 

 

 

 

Three Months Ended June 30, 2010

 

Six Months Ended June 30, 2010

 

Restricted Stock Shares

 

Shares

 

Weighted
Average
Grant Date
Fair Value

 

Shares

 

Weighted
Average
Grant Date
Fair Value

 

Non-vested at March 31, 2010 and December 31, 2009, respectively

 

839,298

 

$

3.04

 

1,322,240

 

$

3.04

 

Granted

 

218,357

 

11.31

 

218,357

 

11.31

 

Vested

 

(250,803

)

10.66

 

(508,411

)

9.82

 

Forfeited

 

 

 

(225,334

)

1.34

 

Non-vested at June 30, 2010

 

806,852

 

$

4.92

 

806,852

 

$

4.92

 

 

The following table summarizes the RSU activity for the three and six months ended June 30, 2011. No RSUs were outstanding during the three and six months ended June 30, 2010.

 

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Table of Contents

 

 

 

Three and Six Months Ended
June 30, 2011

 

Restricted Stock Units

 

Units

 

Weighted
Average
Grant Date
Fair Value

 

Non-vested at March 31, 2011 and December 31, 2010

 

116,400

 

$

12.99

 

Granted

 

570,099

 

25.84

 

Vested

 

(14,150

)

12.99

 

Forfeited

 

(3,200

)

12.99

 

Non-vested at June 30, 2011

 

669,149

 

$

23.93

 

 

9.  INCOME TAXES

 

During the three months ended June 30, 2011, we recognized an income tax expense of $9.3 million on pre-tax income of $64.8 million, representing an effective income tax rate of 14.3% compared to an income tax expense of $6.6 million on pre-tax income of $38.9 million, representing an effective income tax rate of 17.0% for the same period in 2010. During the six months ended June 30, 2011, we recognized an income tax expense of $15.8 million on pre-tax income of $92.8 million, representing an effective income tax rate of 17.0% compared to an income tax expense of $10.0 million on pre-tax income of $48.0 million, representing an effective income tax rate of 20.8% for the same period in 2010. The change in effective tax rate is primarily the result of a one-time $3.6 million tax benefit recognized in the second quarter of 2011 due to a change in our international structure. We had unrecognized tax benefits of $38.1 million at June 30, 2011 and $33.0 million at December 31, 2010.

 

10.  EARNINGS (LOSS) PER SHARE

 

For all periods presented, basic and diluted earnings (loss) per common share (“EPS”) is presented using the two-class method, which is an earnings allocation formula that determines earnings per share for common stock and any participating securities according to dividend rights and participation rights in undistributed earnings. Under the two-class method, EPS is computed by dividing the sum of distributed and undistributed earnings (loss) attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. A participating security is an unvested share-based payment award containing non-forfeitable rights to dividends (whether or not declared) and must be included in the computation of earnings per share pursuant to the two-class method. Shares of unvested restricted stock shares are considered participating securities as they have non-forfeitable dividend rights.

 

The following table sets forth EPS for the three and six months ended June 30, 2011 and 2010.

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

($ thousands, except share and per share data)

 

2011

 

2010

 

2011

 

2010

 

Net income (loss) attributable to common stockholders

 

$

55,506

 

$

32,284

 

$

77,010

 

$

38,001

 

Income allocated to unvested shares

 

(553

)

(303

)

(796

)

(358

)

Net income (loss) attributable to common stockholders — basic

 

$

54,953

 

$

31,981

 

$

76,214

 

$

37,643

 

 

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding — basic

 

88,029,351

 

85,179,948

 

87,656,105

 

84,834,756

 

Dilutive effect of stock options and unvested units

 

1,865,604

 

1,552,295

 

1,961,248

 

1,771,269

 

Weighted average common shares outstanding - diluted

 

89,894,955

 

86,732,243

 

89,617,353

 

86,606,025

 

 

 

 

 

 

 

 

 

 

 

Net income (loss) per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.62

 

$

0.38

 

$

0.87

 

$

0.44

 

Diluted

 

$

0.61

 

$

0.37

 

$

0.85

 

$

0.43

 

 

For the three and six months ended June 30, 2011, approximately 0.7 million and 0.6 million options and RSUs, respectfully, were not included in diluted income (loss) per share as their effect would have been anti-dilutive. The total number of anti-dilutive options was 3.1 million for both the three and six months ended June 30, 2010.

 

11.  COMMITMENTS AND CONTINGENCIES

 

We lease space for certain of our offices, warehouses, vehicles and equipment under leases expiring at various dates through 2026. Certain leases contain rent escalation clauses (step rents) that require additional rental amounts in the later years of the term. Rent expense for leases with step rents or rent holidays is recognized on a straight-line basis over the minimum lease term. Deferred rent is included in the consolidated balance sheet in accrued expenses and other current liabilities. Total rent expense was $21.4 million and $39.1 million for the three and six months ended June 30, 2011, respectively, which included percentage rents of $5.0 million and

 

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$6.7 million, respectively, in such amounts. Total rent expense was $17.2 million and $31.9 million for the three and six months ended June 30, 2010, respectively, which included percentage rents of $3.5 million and $4.5 million, respectively, in such amounts.

 

In February 2011, we renewed and amended our supply agreement with Finproject S.r.l. which provides us the exclusive right to purchase certain raw materials used to manufacture our products. The agreement also provides that we meet minimum purchase requirements to maintain exclusivity throughout the term of the agreement, which expires December 31, 2014. Historically, the minimum purchase requirements have not been onerous and we do not expect them to become onerous in the future. Depending on the material purchased, pricing is either based on contracted price or is subject to quarterly reviews and fluctuates based on order volume, currency fluctuations and raw material prices. Pursuant to the agreement, we guarantee the payment for certain third-party manufacturer purchases of these raw materials up to a maximum potential amount of €3.5 million (approximately $5.1 million as of June 30, 2011), through a letter of credit that was issued to Finproject S.r.l.

 

On March 29, 2011, we committed to donating 100,000 pairs of shoes to Feed the Children and other organizations which worked to distribute to those hardest hit by the Japanese earthquake and resulting tsunami. The total net impact on income before taxes due to these donations was $0.7 million. The donated shoes were delivered to their perspective charitable organizations during the second quarter of 2011.

 

12.  OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION

 

We have three reportable operating segments: Americas, Europe and Asia. We also have an Other segment category which aggregates insignificant operating segments that do not meet the reportable threshold. Each of our reportable operating segments derives its revenues from the sale of footwear, apparel and accessories. The composition of our reportable operating segments is consistent with that used by our chief operating decision maker (“CODM”) to evaluate performance and allocate resources. The operating segments which make up our Other segment category are those operating segments which provide manufacturing support, located in Mexico and Italy.

 

Segment operating income (loss) is the primary measure used by our CODM to evaluate segment operating performance and to decide how to allocate resources to segments. Segment performance evaluation is based primarily on segment results without allocating corporate expenses, or indirect general, administrative and other expenses. Segment profits or losses of our reportable operating segments include adjustments to eliminate intersegment profit or losses on intersegment sales. Segment operating income (loss) is defined as operating income before asset impairment charges and restructuring costs not included in cost of sales. Segment assets consist of cash, accounts receivable and inventory as these assets make up the asset information used by the CODM. Revenues of each of our reportable operating segments represent sales to external customers. Revenues of the Other segment are primarily made up of intersegment sales.

 

The following tables set forth information related to our reportable operating business segments during the three and six months ended June 30, 2011 and 2010.

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

($ thousands)

 

2011

 

2010

 

2011

 

2010

 

Revenues:

 

 

 

 

 

 

 

 

 

Americas

 

$

121,443

 

$

104,809

 

$

221,655

 

$

179,049

 

Asia

 

121,900

 

88,681

 

194,523

 

143,350

 

Europe

 

52,191

 

34,713

 

106,031

 

72,489

 

Other

 

19,140

 

13,171

 

34,270

 

24,664

 

Total segment revenues

 

314,674

 

241,374

 

556,479

 

419,552

 

Intersegment eliminations

 

(19,089

)

(13,328

)

(34,186

)

(24,654

)

Total consolidated revenues

 

$

295,585

 

$

228,046

 

$

522,293

 

$

394,898

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

Americas

 

$

2,341

 

$

2,245

 

$

4,625

 

$

4,284

 

Asia

 

1,432

 

1,345

 

3,126

 

2,945

 

Europe

 

689

 

505

 

1,317

 

1,033

 

Other

 

377

 

338

 

677

 

727

 

Total segment depreciation and amortization

 

4,839

 

4,433

 

9,745

 

8,989

 

Unallocated corporate and other(1)

 

4,724

 

4,376

 

9,662

 

8,621

 

Total consolidated depreciation and amortization

 

$

9,563

 

$

8,809

 

$

19,407

 

$

17,610

 

 


(1)          Includes depreciation and amortization on corporate and other assets not allocated to operating segments.

 

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Table of Contents

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

($ thousands)

 

2011

 

2010

 

2011

 

2010

 

Operating income (loss):

 

 

 

 

 

 

 

 

 

Americas

 

$

26,620

 

$

23,918

 

$

43,465

 

$

35,325

 

Asia

 

48,240

 

31,775

 

64,428

 

44,312

 

Europe

 

18,406

 

7,840

 

35,489

 

17,244

 

Other

 

(331

)

28

 

174

 

532

 

Total segment operating income (loss)

 

92,935

 

63,561

 

143,556

 

97,413

 

Intersegment eliminations

 

(512

)

(210

)

(1,034

)

(402

)

Unallocated corporate and other(1)

 

(27,649

)

(24,625

)

(49,468

)

(46,210

)

SG&A restructuring(2)

 

 

 

 

(2,539

)

Asset impairment(3)

 

 

 

(32

)

(141

)

Total consolidated operating income (loss)

 

64,774

 

38,726

 

93,022

 

48,121

 

Interest expense

 

(241

)

(163

)

(429

)

(292

)

Gain on charitable contributions

 

353

 

32

 

610

 

116

 

Other income (expense), net

 

(108

)

291

 

(436

)

50

 

Income (loss) before income taxes

 

$

64,778

 

$

38,886

 

$

92,767

 

$

47,995

 

 


(1)

Includes a corporate component consisting primarily of corporate support and administrative functions, costs associated with share-based compensation, research and development, brand marketing, legal, depreciation and amortization of corporate and other assets not allocated to operating segments; and costs of the same nature related to certain corporate holding companies.

(2)

During the six months ended June 30, 2010, approximately $0.5 million of restructuring charges were recorded in the Americas segment as a result of a change in estimate of our original accrual for lease termination costs of our office facility in Canada which was closed in 2008. The remaining $2.0 million of restructuring charges related to severance costs associated with the departure of a former executive.

(3)

During the six months ended June 30, 2011, primarily all asset impairment losses incurred resulted from the impact of the March 2011 Japanese earthquake and related to the write off of the leasehold improvements of our Sendai retail store. During the six months ended June 30, 2010, the asset impairment losses were primarily related to leasehold improvement write-offs due to a retail store closure in the Europe segment.

 

 

 

As of June 30,

 

As of
December 31,

 

($ thousands)

 

2011

 

2010

 

Assets:

 

 

 

 

 

Americas

 

$

119,454

 

$

94,760

(1)

Asia

 

219,025

 

164,855

 

Europe

 

94,346

 

46,712

 

Other

 

19,235

 

16,533

(1)

Total segment assets

 

452,060

 

322,860

 

Unallocated corporate and other(2)

 

34

 

8,138

 

Deferred tax assets, net

 

13,822

 

15,888

 

Income tax receivable

 

10,620

 

9,062

 

Other receivables

 

17,127

 

11,637

 

Prepaid expenses and other current assets

 

20,292

 

13,429

 

Total current assets

 

513,955

 

381,014

 

Property and equipment, net

 

69,337

 

70,014

 

Intangible assets, net

 

48,164

 

45,461

 

Deferred tax assets, net

 

32,429

 

34,711

 

Other assets

 

19,629

 

18,281

 

Total consolidated assets

 

$

683,514

 

$

549,481

 

 


(1)

Certain inventory assets disclosed in the Other segment as of December 31, 2010 have been reclassified to the Americas segment to reflect changes in the composition of the segment assets used in the internal reports during the first quarter of 2011, for comparability purposes.

(2)

Corporate assets primarily consist of cash and equivalents.

 

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Table of Contents

 

13.  COMPREHENSIVE INCOME (LOSS)

 

The following table summarizes our comprehensive income (loss) for the three months ended June 30, 2011 and 2010.

 

 

 

Three Months
Ended June 30,

 

Six Months
Ended June 30,

 

($ thousands)

 

2011

 

2010

 

2011

 

2010

 

Net income (loss)

 

$

55,506

 

$

32,284

 

$

77,010

 

$

38,001

 

Foreign currency translation

 

950

 

(4,087

)

5,417

 

(5,786

)

Comprehensive income (loss)

 

$

56,456

 

$

28,197

 

$

82,427

 

$

32,215

 

 

14.  LEGAL PROCEEDINGS

 

On June 30, 2006, we filed a complaint with the International Trading Commission (“ITC”) against Acme Ex-Im, Inc., Australia Unlimited, Inc., Cheng’s Enterprises, Inc., Collective Licensing International, LLC, D. Myers & Sons, Inc., Double Diamond Distribution, Ltd., Effervescent, Inc., Gen-X Sports, Inc., Holey Soles Holdings, Ltd., Inter-Pacific Trading Corporation, and Shaka Holdings, Inc. (collectively, the “respondents”), alleging, among other things infringement of United States Patent Nos. 6,993,858 (the “‘858 Patent”) and D517,789 (the “‘789 Patent”) and seeking an exclusion order banning the importation and sale of infringing products. During the course of the investigation, the ITC issued final determinations terminating Shaka Holdings, Inc., Inter-Pacific Trading Corporation, Acme Ex-Im, Inc., D. Myers & Sons, Inc., Australia Unlimited, Inc. and Gen-X Sports, Inc. from the ITC investigation due to a settlement being reached with each of those entities. Cheng’s Enterprises, Inc. was removed from the ITC investigation because they ceased the accused activities. After a trial in the matter in September 2007, the ITC Administrative Law Judge (“ALJ”) issued an initial determination on April 11, 2008, finding the ‘858 patent infringed by certain accused products, but also finding the patent invalid as obvious. The ALJ found that the ‘789 patent was valid, but was not infringed by the accused products. On July 25, 2008, the ITC notified us of its decision to terminate the investigation with a finding of no violation as to either patent. We filed a Petition for Review of the decision with the United States Court of Appeals for the Federal Circuit on September 22, 2008. On October 4, 2009, a settlement was reached between us and Collective Licensing International, LLC. Collective Licensing International, LLC agreed to cease and desist infringing on our patents and to pay us certain monetary damages, which was recorded upon receipt. On February 24, 2010, the Federal Circuit found that the ITC erred in finding that the utility patent was obvious and also reversed the ITC’s determination of non-infringement of the design patent. The case has been remanded back to the ITC. On July 6, 2010, the ITC ordered the matter to be assigned to an ALJ for a determination on enforceability. On February 9, 2011, the ALJ issued a determination that the utility and design patents were both enforceable against the remaining respondents. On April 25, 2011, the ITC determined not to review the ALJ’s decision, making the determination of enforceability final. On July 15, 2011, the ITC issued a Final Commission Determination of Violation and issued Cease and Desist Orders against the remaining respondents. The Commission also issued a General Exclusion Order prohibiting the unlicensed importation of any foam footwear that infringes Crocs ‘858 and ‘789 patents.  The Commission’s final orders terminate the investigation.

 

We and certain current and former officers and directors have been named as defendants in complaints filed by investors in the United States District Court for the District of Colorado. The first complaint was filed in November 2007 and several other complaints were filed shortly thereafter. These actions were consolidated and, in September 2008, the district court appointed a lead plaintiff and counsel. An amended consolidated complaint was filed in December 2008. The amended complaint purports to state claims under Section 10(b), 20(a), and 20A of the Exchange Act on behalf of a class of all persons who purchased our common stock between April 2, 2007 and April 14, 2008 (the “Class Period”). The amended complaint also added our independent auditor as a defendant. The amended complaint alleges that, during the Class Period, the defendants made false and misleading public statements about us and our business and prospects and, as a result, the market price of our common stock was artificially inflated. The amended complaint also claims that certain current and former officers and directors traded in our common stock on the basis of material non-public information. The amended complaint seeks compensatory damages on behalf of the alleged class in an unspecified amount, including interest, and also added attorneys’ fees and costs of litigation. On February 28, 2011, the District Court granted motions to dismiss filed by the defendants and dismissed all claims. A final judgment was thereafter entered.  Plaintiffs have filed a notice of appeal, seeking to challenge the court’s February 28, 2011 order. Due to the inherent uncertainties of litigation and because the litigation is at a preliminary stage, we cannot at this time accurately predict the ultimate outcome, or any potential liability, of the matter.

 

On October 27, 2010, Spectrum Agencies (“Spectrum”) filed suit against our subsidiary, Crocs Europe B.V. (“Crocs Europe”), in the High Court of Justice, Queen’s Bench Division, Royal Courts of Justice in London, United Kingdom. Spectrum alleges that we unlawfully terminated our agency agreement with them and failed to pay them certain sales commissions. On December 23, 2010, Crocs Europe submitted its response to Spectrum’s claim to the High Court of Justice. The case is now in the discovery stage. The trial date has been set for December 2011. We believe Spectrum’s claims are without merit and we intend to vigorously defend ourselves against them.

 

Although we are subject to other litigation from time to time in the ordinary course of business, including employment, intellectual property and product liability claims, we are not party to any other pending legal proceedings that we believe will have a material adverse impact on its business.

 

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Table of Contents

 

ITEM 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. This Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” contains forward-looking statements. In addition, we may make other written and oral communications from time to time that contain such statements. Forward-looking statements include statements as to industry trends and our future expectations and other matters that do not relate strictly to historical facts and are based on certain management assumptions. These statements are often identified by the use of words such as “may,” “will,” “expect,” “believe,” “anticipate,” “intend,” “could,” “estimate,” or “continue,” and similar expressions or variations. These statements are based on management’s beliefs and assumptions which are based on information currently available to us. Such forward-looking statements are subject to risks, uncertainties and other factors that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, among others, the risks described in the section entitled “Risk Factors” under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2010 and subsequent filings with the Securities and Exchange Commission. We caution the reader to carefully consider such factors. Furthermore, such forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.

 

Business Overview

 

We are a designer, manufacturer, and distributor of footwear, apparel and accessories for men, women and children. We strive to be the global leader in molded footwear design and development. We offer a broad product range which provides new and exciting molded footwear products featuring fun, comfort and functionality. Our primary products include footwear and accessories which utilize our proprietary closed cell-resin, called Croslite. The Croslite material is unique in that it enables us to produce an innovative, lightweight, non-marking, and odor-resistant shoe. Certain shoes made with Croslite have been certified by U.S. Ergonomics to reduce peak pressure on the foot, reduce muscular fatigue while standing and walking and to relieve the musculoskeletal system.

 

Since the initial introduction and popularity of the Beach and Crocs Classic designs, we have expanded our Croslite products to include a variety of new styles and products and have further extended our product reach through the acquisition of brand platforms such as Jibbitz, LLC (“Jibbitz”) and Ocean Minded, Inc. (“Ocean Minded”). We continue to branch out into other types of footwear so as to bring a unique and original perspective to the consumer in styles that may be unexpected from Crocs. We believe this will help us to continue to build a stable year-round business as we look to offer more winter-oriented styles. Our marketing efforts surround specific product launches and employ a fully integrated approach utilizing a variety of media outlets, including print, online and television. Our marketing efforts drive business to both our wholesale partners and our company-operated retail and internet stores, ensuring that our presentation and story are first class and drive purchasing at the point of sale.

 

We currently sell our Crocs-branded products globally through domestic and international retailers and distributors. We also sell our products directly to consumers through our webstores, company-operated retail stores, outlets and kiosks. The broad appeal of our footwear has allowed us to market our products to a wide range of distribution channels, including department stores and traditional footwear retailers as well as a variety of specialty and independent retail channels.

 

2011 Financial Overview

 

As compared to the same period in 2010, during the three months ended June 30, 2011:

 

·                  revenues increased $67.5 million, or 29.6%, to $295.6 million;

 

·                  gross profit increased $38.3 million, or 29.0%, to $170.2 million;

 

·                  selling, general and administrative costs (including net gains on transactions denominated in foreign currencies) as a percentage of revenue decreased to 35.4% compared to 40.7%;

 

·                  net income increased $23.2 million, or 71.9% to $55.5 million; and

 

·                  diluted earnings per share improved $0.24, or 64.9%, to $0.61.

 

As compared to the same period in 2010, during the six months ended June 30, 2011:

 

·                  revenues increased $127.4 million, or 32.3%, to $522.3 million;

 

·                  gross profit increased $70.8 million, or 32.4%, to $289.4 million;

 

·                  as a percentage of revenue, selling, general and administrative costs (including gains on transactions denominated in foreign currencies) decreased to 37.2% compared to 42.4%;

 

·                  net income increased $39.0 million, or 102.7% to $77.0 million; and

 

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Table of Contents

 

·                  diluted earnings per share improved $0.42, or 97.7%, to $0.85.

 

These financial improvements reflect the enduring and growing popularity of our diversified product line throughout each of our sales channels and geographic operating segments and are also a result of the collaborative efforts of our sales, marketing and merchandising teams to heighten and transform Crocs brand awareness as an all-season footwear brand.

 

Results of Operations

 

Comparison of the Three Months Ended June 30, 2011 and 2010 

 

 

 

Three Months Ended June 30,

 

Change

 

($ thousands, except per share amounts)

 

2011

 

2010

 

$

 

%

 

Revenues

 

$

295,585

 

$

228,046

 

$

67,539

 

29.6

%

Cost of sales

 

(125,367

)

(96,127

)

(29,240

)

(30.4

)

Gross profit

 

170,218

 

131,919

 

38,299

 

29.0

 

Selling, general and administrative expenses

 

(107,647

)

(94,047

)

(13,600

)

(14.5

)

Foreign currency transaction gains (losses), net

 

3,042

 

1,129

 

1,913

 

169.4

 

Charitable contributions expense

 

(839

)

(275

)

(564

)

(205.1

)

Income (loss) from operations

 

64,774

 

38,726

 

26,048

 

67.3

 

Interest expense

 

(241

)

(163

)

(78

)

(47.9

)

Gain on charitable contribution

 

353

 

32

 

321

 

1003.1

 

Other income (expense), net

 

(108

)

291

 

(399

)

(137.1

)

Income (loss) before income taxes

 

64,778

 

38,886

 

25,892

 

66.6

 

Income tax benefit (expense)

 

(9,272

)

(6,602

)

(2,670

)

(40.4

)

Net income (loss)

 

$

55,506

 

$

32,284

 

$

23,222

 

71.9

%

 

 

 

 

 

 

 

 

 

 

Net income (loss) per basic share

 

$

0.62

 

$

0.38

 

$

0.24

 

N/M

 

Net income (loss) per diluted share

 

$

0.61

 

$

0.37

 

$

0.24

 

N/M

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

57.6

%

57.8

%

 

 

 

 

Operating margin

 

21.9

%

17.0

%

 

 

 

 

 


N/M — Not meaningful

 

Revenues.  The following table sets forth revenues by channel, average selling price and unit sales for the three months ended June 30, 2011 and 2010.

 

 

 

Three Months Ended June 30,

 

Change

 

(thousands, except average selling price)

 

2011

 

2010

 

$

 

%

 

Wholesale channel revenue

 

$

175,750

 

$

140,020

 

$

35,730

 

25.5

%

Retail channel revenue

 

91,749

 

66,436

 

25,313

 

38.1

 

Internet channel revenue

 

28,086

 

21,590

 

6,496

 

30.1

 

Total revenues

 

$

295,585

 

$

228,046

 

$

67,539

 

29.6

%

 

 

 

 

 

 

 

 

 

 

Average footwear selling price

 

$

19.96

 

$

17.76

 

$

2.20

 

12.4

%

 

 

 

 

 

 

 

 

 

 

Footwear unit sales

 

14,162

 

12,290

 

1,872

 

15.2

%

 

The table below sets forth information about the number of company-operated retail locations by type and by segment location as of June 30, 2011 and 2010.

 

 

 

As of June 30,

 

 

 

 

 

2011

 

2010

 

Change

 

Company-operated retail locations by type:

 

 

 

 

 

 

 

Crocs Kiosk/Store in Store

 

163

 

185

 

(22

)

Crocs Retail Stores

 

153

 

110

 

43

 

Crocs Outlet Stores

 

81

 

68

 

13

 

Total

 

397

 

363

 

34

 

 

 

 

 

 

 

 

 

Company-operated retail locations by segment:

 

 

 

 

 

 

 

Americas company-operated retail locations

 

192

 

188

 

4

 

Asia company-operated retail locations

 

175

 

155

 

20

 

Europe company-operated retail locations

 

30

 

20

 

10

 

Total

 

397

 

363

 

34

 

 

16



Table of Contents

 

During the three months ended June 30, 2011, revenues increased $67.5 million, or 29.6%, compared to the same period in 2010, primarily due to an increase of 1.9 million, or 15.2%, in global footwear unit sales and an increase of $2.20, or 12.4% in average unit selling price.

 

Revenues by Channel.  During the three months ended June 30, 2011, revenues from our wholesale channel increased $35.7 million, or 25.5%, driven by strong demand in the Asia and Europe operating segments. Revenues from our retail channel increased $25.3 million, or 38.1%, as we continue to open additional retail stores. We also continue to close certain kiosks as branded stores allow us to better merchandise the full breadth and depth of our product line. Revenues from our internet channel increased $6.5 million, or 30.1%, primarily driven by increased internet sales in the Europe operating segment.

 

Impact on Revenues due to Foreign Exchange Rate Fluctuations.  Average foreign currency exchange rates during the three months ended June 30, 2011 increased revenue by $19.4 million as compared to the same period in 2010. Sales in international markets in foreign currencies are expected to continue to represent a substantial portion of our overall revenues. Accordingly, changes in foreign currency exchange rates could materially affect our overall revenues or the comparability of those revenues from period to period as a result of translating our financial statements into the U.S. dollar.

 

Gross profit.  During the three months ended June 30, 2011, gross profit increased $38.3 million, or 29.0%, compared to the same period in 2010, primarily attributable to an increase in revenues of 29.6%, driven by increased demand and a higher average selling price, which was partially offset by higher production costs. Gross margin remained relatively flat at 57.6% during the three months ended June 30, 2011 compared to 57.8% during the same period in 2010.

 

Impact on Gross Profit due to Foreign Exchange Rate Fluctuations.  Changes in average foreign currency exchange rates used to translate revenues and costs of sales from our functional currencies to our reporting currency, the U.S. dollar, during the three months ended June 30, 2011 increased our gross profit by $11.1 million compared to the same period in 2010. We expect that sales at subsidiary companies with functional currencies other than the U.S. dollar will continue to generate a substantial portion of our overall gross profit. Accordingly, changes in foreign currency exchange rates could materially affect our overall gross profit or the comparability of our gross profit from period to period as a result of translating our financial statements into the U.S. dollar.

 

Selling, general and administrative expenses and foreign currency transaction gains.  Selling, general and administrative expense and gains on foreign currency transactions increased $11.7 million or 12.6% during the three months ended June 30, 2011 compared to the same period in 2010 primarily due to an increase of $10.2 million in salaries and related costs resulting from higher global headcount and an increase of $5.3 million in rent and building related costs resulting from continued growth in the number of company-operated retail stores which were partially offset by a $1.9 million increase in gains on foreign currency transactions.

 

Impact on Selling, General, and Administrative Expenses due to Foreign Exchange Rate Fluctuations  Changes in average foreign currency exchange rates used to translate expenses from our functional currencies to our reporting currency during the three months ended June 30, 2011 increased selling, general and administrative expenses by approximately $4.7 million as compared to the same period in 2010.

 

Income tax expense.  During the three months ended June 30, 2011, income tax expense increased $2.7 million compared to the same period in 2010 which was due to an increase in pre-tax income which was partially offset by a one-time $3.6 million tax benefit recognized in the second quarter of 2011 resulting from a change in our international structure. Our effective tax rate of 14.3% for the quarter ended June 30, 2011 differs from the federal U.S. statutory rate primarily because of differences between income tax rates between US and foreign jurisdictions.

 

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Table of Contents

 

Comparison of the Six Months Ended June 30, 2011 and 2010

 

 

 

Six Months Ended June 30,

 

 

 

 

 

($ thousands, except per share amounts)

 

2011

 

2010

 

Change

 

Revenues

 

$

522,293

 

$

394,898

 

$

127,395

 

32.3

%

Cost of sales

 

(232,869

)

(176,275

)

(56,594

)

(32.1

)

Gross profit

 

289,424

 

218,623

 

70,801

 

32.4

 

Selling, general and administrative expenses

 

(196,261

)

(168,825

)

(27,436

)

(16.25

)

Foreign currency transaction gains (losses), net

 

1,727

 

1,421

 

306

 

21.5

 

Restructuring charges

 

 

(2,539

)

2,539

 

100.0

 

Asset Impairment

 

(32

)

(141

)

109

 

77.3

 

Charitable contributions expense

 

(1,836

)

(418

)

(1,418

)

(339.2

)

Income (loss) from operations

 

93,022

 

48,121

 

44,901

 

93.3

 

Interest expense

 

(429

)

(292

)

(137

)

(46.9

)

Gain on charitable contribution

 

610

 

116

 

494

 

425.9

 

Other income (expense), net

 

(436

)

50

 

(486

)

(972.0

)

Income (loss) before income taxes

 

92,767

 

47,995

 

44,772

 

93.3

 

Income tax benefit (expense)

 

(15,757

)

(9,994

)

(5,763

)

(57.7

)

Net income (loss)

 

$

77,010

 

$

38,001

 

$

39,009

 

102.7

%

 

 

 

 

 

 

 

 

 

 

Net income (loss) per basic share

 

$

0.87

 

$

0.44

 

$

0.43

 

N/M

 

Net income (loss) per diluted share

 

$

0.85

 

$

0.43

 

$

0.42

 

N/M

 

 

 

 

 

 

 

 

 

 

 

Gross margin

 

55.4

%

55.4

%

 

 

 

 

Operating margin

 

17.8

%

12.2

%

 

 

 

 

 


N/M — Not meaningful

 

Revenues.  The following table sets forth revenues by channel, average selling price and unit sales for the six months ended June 30, 2011 and 2010.

 

 

 

Six Months Ended June 30,

 

Change

 

(thousands, except average selling price)

 

2011

 

2010

 

$

 

%

 

Wholesale channel revenue

 

$

340,317

 

$

260,220

 

$

80,097

 

30.8

%

Retail channel revenue

 

137,237

 

100,779

 

36,458

 

36.2

 

Internet channel revenue

 

44,739

 

33,899

 

10,840

 

32.0

 

Total revenues

 

$

522,293

 

$

394,898

 

$

127,395

 

32.3

%

 

 

 

 

 

 

 

 

 

 

Average footwear selling price

 

$

18.75

 

$

17.16

 

$

1.59

 

9.3

%

 

 

 

 

 

 

 

 

 

 

Footwear unit sales

 

26,778

 

22,064

 

4,714

 

21.4

%

 

During the six months ended June 30, 2011, revenues increased $127.4 million, or 32.3%, compared to the same period in 2010, primarily due to an increase of 4.7 million, or 21.4%, in global footwear unit sales and an increase of $1.59, or 9.3%, in average unit selling price.

 

Revenues by Channel.  During the six months ended June 30, 2011, revenues from our wholesale channel increased $80.1 million, or 30.8%, which was primarily driven by strong demand in all three of our reportable operating segments. Revenues from our retail channel increased $36.5 million, or 36.2%, as we continue to open new retail stores. We also continue to close certain kiosks as branded stores allow us to better merchandise the full breadth and depth of our product line. Revenues from our internet channel increased $10.8 million, or 32.0%, primarily driven by increased internet sales in the Europe operating segment.

 

Impact on Revenues due to Foreign Exchange Rate Fluctuations.  Average foreign currency exchange rates during the six months ended June 30, 2011 increased revenue by $26.8 million as compared to the same period in 2010. Sales in international markets in foreign currencies are expected to continue to represent a substantial portion of our overall revenues. Accordingly, changes in foreign currency exchange rates could materially affect our overall revenues or the comparability of those revenues from period to period as a result of translating our financial statements into the U.S. dollar.

 

Gross profit.  During the six months ended June 30, 2011, gross profit increased $70.8 million, or 32.4%, compared to the same period in 2010, primarily attributable to an increase of 32.3% in revenues, driven by increased demand and a higher average selling price, which was partially offset by higher production costs. Gross margin remained flat at 55.4% during the six months ended June 30, 2011 compared to the same period in 2010.

 

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Table of Contents

 

Impact on Gross Profit due to Foreign Exchange Rate Fluctuations.  Changes in average foreign currency exchange rates used to translate revenues and costs of sales from our functional currencies to our reporting currency, the U.S. dollar, during the six months ended June 30, 2011 increased our gross profit by $15.0 million compared to the same period in 2010. We expect that sales at subsidiary companies with functional currencies other than the U.S. dollar will continue to generate a substantial portion of our overall gross profit. Accordingly, changes in foreign currency exchange rates could materially affect our overall gross profit or the comparability of our gross profit from period to period as a result of translating our financial statements into the U.S. dollar.

 

Selling, general and administrative expenses and foreign currency transaction gains.  Selling, general and administrative expense and gains on foreign currency transactions increased $27.1 million or 16.2% during the six months ended June 30, 2011 compared to the same period in 2010 primarily due to an increase of $16.5 million in salaries and related costs resulting from higher global headcount and an increase of $9.3 million in rent and building related costs resulting from continued growth in the number company-operated retail stores.

 

Impact on Selling, General, and Administrative Expenses due to Foreign Exchange Rate Fluctuations  Changes in average foreign currency exchange rates used to translate expenses from our functional currencies to our reporting currency during the six months ended June 30, 2011 increased selling, general and administrative expenses by approximately $6.9 million as compared to the same period in 2010.

 

Restructuring charges. Restructuring charges decreased by $2.5 million during the six months ended June 30, 2011 compared to the same period in 2010 as we had no restructurings during 2011. The total 2010 restructuring charges of $2.5 million consisted primarily of severance costs related to the departure of a former executive as well as a change in estimate of our original accrual for lease termination costs for our office facility in Canada, which was closed in 2008.

 

Income tax expense.  During the six months ended June 30, 2011, income tax expense increased $5.8 million compared to the same period in 2010, which was primarily due to an increase in our pre-tax net income which was partially offset by a one-time $3.6 million tax benefit recorded during the second quarter of 2011 as a result of a change in our international structure. Our effective tax rate of 17.0% for the quarter ended June 30, 2011 differs from the federal U.S. statutory rate primarily because of differences between income tax rates between US and foreign jurisdictions.

 

Presentation of Reportable Operating Segments

 

We have three reportable operating segments: Americas, Europe and Asia. We also have an Other segment category which aggregates insignificant operating segments that do not meet the reportable threshold. The operating segments which make up our Other segment category are those operating segments which provide manufacturing support, located in Mexico and Italy. Segment operating income (loss) (mentioned below) is a non-GAAP performance measure and is defined as operating income before asset impairment charges and restructuring costs not included in cost of sales. We consider segment operating income (loss) as a supplemental performance measure and useful information to investors because it reflects the operating performance of our business segments and excludes certain items that are not considered to be recurring in connection with the management of these segments such as asset impairment and restructuring charges not included in cost of sales. However, segment operating income (loss) should not be viewed as an alternative measure of our financial performance since it excludes expenses which could materially impact our results of operations. Further, our segment operating income (loss) may not be comparable to that of other companies, as they may use different methodologies for calculating segment operating income (loss). See Note 12 — Operating Segments and Geographic Information in the accompanying notes to the financial statements for further details.

 

19



Table of Contents

 

The following tables set forth revenues and operating income (loss) of our reportable operating business segments during the three and six months ended June 30, 2011 and 2010.

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

($ thousands)

 

2011

 

2010

 

2011

 

2010

 

Segment revenues(1):

 

 

 

 

 

 

 

 

 

Americas

 

$

121,443

 

$

104,809

 

$

221,655

 

$

179,049

 

Asia

 

121,900

 

88,681

 

194,523

 

143,350

 

Europe

 

52,191

 

34,713

 

106,031

 

72,489

 

Other

 

19,140

 

13,171

 

34,270

 

24,664

 

Total segment revenues

 

314,674

 

241,374

 

556,479

 

419,552

 

Intersegment eliminations

 

(19,089

)

(13,328

)

(34,186

)

(24,654

)

Total consolidated revenues

 

$

295,585

 

$

228,046

 

$

522,293

 

$

394,898

 

 

 

 

 

 

 

 

 

 

 

Segment operating income (loss):

 

 

 

 

 

 

 

 

 

Americas

 

$

26,620

 

$

23,918

 

$

43,465

 

$

35,325

 

Asia

 

48,240

 

31,775

 

64,428

 

44,312

 

Europe

 

18,406

 

7,840

 

35,489

 

17,244

 

Other

 

(331

)

28

 

174

 

532

 

Total segment operating income (loss)

 

92,935

 

63,561

 

143,556

 

97,413

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of segment operating income (loss) to income (loss) before income taxes:

 

 

 

 

 

 

 

 

 

Total segment operating income (loss)

 

92,935

 

63,561

 

143,556

 

97,413

 

Intersegment eliminations

 

(512

)

(210

)

(1,034

)

(402

)

Unallocated corporate and other(2)

 

(27,649

)

(24,625

)

(49,468

)

(46,210

)

SG&A restructuring(3)

 

 

 

 

(2,539

)

Asset impairment(4)

 

 

 

(32

)

(141

)

Total consolidated operating income (loss)

 

64,774

 

38,726

 

93,022

 

48,121

 

Interest expense

 

(241

)

(163

)

(429

)

(292

)

Gain on charitable contributions

 

353

 

32

 

610

 

116

 

Other income (expense), net

 

(108

)

291

 

(436

)

50

 

Income (loss) before income taxes

 

$

64,778