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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, 2015

 

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
(State or other jurisdiction of
incorporation or organization)

 

20-2164234
(I.R.S. Employer
Identification No.)

 

7477 East Dry Creek Parkway, Niwot, Colorado 80503

(Address, including zip code, 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 (§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. (Check one):

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting companyo

(do not check if a smaller reporting company)

 

 

 

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

 

As of July 27, 2015, Crocs, Inc. had 74,684,613 shares of its $0.001 par value common stock outstanding.

 

 

 



Table of Contents

 

Special Note Regarding 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. 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, our future expectations and other matters that do not relate strictly to historical facts and are based on certain assumptions of our management. These statements, which express management’s current views concerning future events or results, use words like “anticipate,” “assume,” “ believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “plan,” “project,” “strive,” and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” “would” and similar expressions or variations. Forward-looking statements are subject to risks, uncertainties and other factors which may 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, without limitation, those described in the section entitled “Risk Factors” under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2014 and subsequent filings with the Securities and Exchange Commission. Moreover, 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.

 

i



Table of Contents

 

Crocs, Inc.

Form 10-Q

For the Quarterly Period Ended June 30, 2015

Table of Contents

 

PART I — Financial Information

 

 

 

 

 

 

Item 1.

Financial Statements (Unaudited)

 

1

 

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2015 and 2014

 

1

 

Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2015 and 2014

 

2

 

Condensed Consolidated Balance Sheets as of June 30, 2015 and December 31, 2014

 

3

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2015 and 2014

 

4

 

Notes to Condensed Consolidated Financial Statements

 

5

Item 2.

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

 

20

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

38

Item 4.

Controls and Procedures

 

40

 

 

 

 

PART II — Other Information

 

 

 

 

 

 

Item 1.

Legal Proceedings

 

41

Item 1A.

Risk Factors

 

42

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

42

Item 6.

Exhibits

 

43

Signatures

 

 

44

 

ii



Table of Contents

 

PART I — Financial Information

 

ITEM 1. Financial Statements

 

CROCS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(Unaudited)

($ thousands, except per share data)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

Revenues

 

$

345,671

 

$

376,920

 

$

607,864

 

$

689,349

 

Cost of sales

 

155,801

 

172,320

 

290,624

 

328,522

 

Restructuring charges (Note 6)

 

 

2,029

 

 

2,029

 

Gross profit

 

189,870

 

202,571

 

317,240

 

358,798

 

Selling, general and administrative expenses

 

168,636

 

153,370

 

294,705

 

290,525

 

Restructuring charges (Note 6)

 

2,810

 

4,060

 

6,473

 

6,310

 

Asset impairment charges (Note 2)

 

2,075

 

3,230

 

2,075

 

3,230

 

Income from operations

 

16,349

 

41,911

 

13,987

 

58,733

 

Foreign currency transaction gain (loss), net

 

(217

)

(220

)

277

 

(2,988

)

Interest income

 

196

 

403

 

484

 

880

 

Interest expense

 

(260

)

(128

)

(479

)

(319

)

Other income (loss), net

 

(80

)

30

 

(411

)

171

 

Income before income taxes

 

15,988

 

41,996

 

13,858

 

56,477

 

Income tax expense

 

(2,562

)

(18,719

)

(2,857

)

(24,076

)

Net income

 

$

13,426

 

$

23,277

 

$

11,001

 

$

32,401

 

 

 

 

 

 

 

 

 

 

 

Dividends on Series A convertible preferred stock (Note 13)

 

(3,000

)

(3,033

)

(5,833

)

(5,166

)

Dividend equivalents on Series A convertible preferred shares related to redemption value accretion and beneficial conversion feature (Note 13)

 

(736

)

(721

)

(1,457

)

(1,339

)

Net income attributable to common stockholders

 

$

9,690

 

$

19,523

 

$

3,711

 

$

25,896

 

 

 

 

 

 

 

 

 

 

 

Net income per common share (Note 12):

 

 

 

 

 

 

 

 

 

Basic

 

$

0.11

 

$

0.19

 

$

0.04

 

$

0.26

 

Diluted

 

$

0.11

 

$

0.19

 

$

0.04

 

$

0.25

 

 

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

 

1



Table of Contents

 

CROCS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

(Unaudited)

($ thousands)

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

13,426

 

$

23,277

 

$

11,001

 

$

32,401

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Foreign currency translation gain (loss), net

 

6,297

 

221

 

(17,567

)

(759

)

Total comprehensive income (loss)

 

$

19,723

 

$

23,498

 

$

(6,566

)

$

31,642

 

 

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

 

2



Table of Contents

 

CROCS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

(Unaudited)

($ thousands, except number of shares)

 

 

 

June 30,

 

December 31,

 

 

 

2015

 

2014

 

ASSETS

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

197,279

 

$

267,512

 

Accounts receivable, net of allowances of $42,694 and $32,392, respectively

 

172,762

 

101,217

 

Inventories (Note 3)

 

182,626

 

171,012

 

Deferred tax assets, net

 

3,951

 

4,190

 

Income tax receivable

 

15,443

 

9,332

 

Other receivables

 

12,069

 

11,989

 

Prepaid expenses and other assets

 

33,308

 

30,156

 

Total current assets

 

617,438

 

595,408

 

Property and equipment, net (Note 2, 7)

 

59,501

 

68,288

 

Intangible assets, net

 

90,336

 

97,337

 

Goodwill

 

2,227

 

2,044

 

Deferred tax assets, net

 

17,687

 

17,886

 

Other assets

 

23,259

 

25,968

 

Total assets

 

$

810,448

 

$

806,931

 

LIABILITIES AND STOCKHOLDERS’ EQUITY

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Accounts payable

 

$

84,510

 

$

42,923

 

Accrued expenses and other liabilities (Note 5)

 

98,206

 

80,216

 

Deferred tax liabilities, net

 

11,726

 

11,869

 

Accrued restructuring (Note 6)

 

3,719

 

4,511

 

Income taxes payable

 

10,389

 

9,078

 

Current portion of long-term borrowings and capital lease obligations

 

5,350

 

5,288

 

Total current liabilities

 

213,900

 

153,885

 

Long-term income tax payable

 

4,172

 

8,843

 

Long-term borrowings and capital lease obligations

 

3,691

 

6,381

 

Long-term accrued restructuring (Note 6)

 

216

 

348

 

Other liabilities

 

11,209

 

12,277

 

Total liabilities

 

233,188

 

181,734

 

Commitments and contingencies (Note 14)

 

 

 

 

 

Series A convertible preferred stock, par value $0.001 per share, 1,000,000 shares authorized, 200,000 shares issued and outstanding, redemption amount and liquidation preference of $203,000 and $203,067 as of June 30, 2015 and December 31, 2014, respectively (Note 13)

 

174,136

 

172,679

 

Stockholders’ equity:

 

 

 

 

 

Preferred stock, par value $0.001 per share, 4,000,000 shares authorized, none outstanding

 

 

 

Common stock, par value $0.001 per share, 250,000,000 shares authorized, 92,505,166 and 75,845,884 shares issued and outstanding, respectively, as of June 30, 2015 and 92,325,201 and 78,516,566 shares issued and outstanding, respectively, as of December 31, 2014

 

93

 

92

 

Treasury stock, at cost, 17,059,282 and 13,808,635 shares as of June 30, 2015 and December 31, 2014, respectively

 

(241,324

)

(200,424

)

Additional paid-in capital

 

351,094

 

345,732

 

Retained earnings

 

329,180

 

325,470

 

Accumulated other comprehensive loss

 

(35,919

)

(18,352

)

Total stockholders’ equity

 

403,124

 

452,518

 

Total liabilities, commitments and contingencies and stockholders’ equity

 

$

810,448

 

$

806,931

 

 

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

 

3



Table of Contents

 

CROCS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

($ thousands)

 

 

 

Six Months Ended June 30,

 

 

 

2015

 

2014

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

11,001

 

$

32,401

 

Adjustments to reconcile net income to net cash provided by operating activities:

 

 

 

 

 

Depreciation and amortization

 

19,108

 

20,751

 

Unrealized gain on foreign exchange, net

 

(180

)

(10,892

)

Asset impairment charges

 

2,075

 

3,230

 

Provision for doubtful accounts, net

 

6,220

 

3,867

 

Share-based compensation

 

6,492

 

8,331

 

Inventory write-down charges

 

 

2,029

 

Other non-cash items

 

163

 

732

 

Changes in operating assets and liabilities:

 

 

 

 

 

Accounts receivable, net of allowances

 

(80,201

)

(94,840

)

Inventories

 

(15,862

)

(30,769

)

Prepaid expenses and other assets

 

(3,347

)

(563

)

Accounts payable

 

43,383

 

34,015

 

Accrued expenses and other liabilities

 

18,926

 

7,760

 

Accrued restructuring

 

(804

)

3,839

 

Income taxes

 

(10,025

)

3,130

 

Cash used in operating activities

 

(3,051

)

(16,979

)

Cash flows from investing activities:

 

 

 

 

 

Cash paid for purchases of property and equipment

 

(4,176

)

(11,376

)

Proceeds from disposal of property and equipment

 

 

43

 

Cash paid for intangible assets

 

(5,496

)

(18,944

)

Change in restricted cash

 

531

 

(788

)

Cash used in investing activities

 

(9,141

)

(31,065

)

Cash flows from financing activities:

 

 

 

 

 

Proceeds from preferred stock offering, net of issuance costs of $0.0 million and $15.8 million, respectively

 

 

182,220

 

Dividends - Series A preferred stock

 

(5,900

)

(2,134

)

Repayment of bank borrowings and capital lease obligations

 

(2,630

)

(2,372

)

Deferred debt issuance costs

 

(57

)

 

Issuances of common stock

 

959

 

1,209

 

Purchase of treasury stock

 

(42,727

)

(47,005

)

Repurchase of common stock for tax withholding

 

(261

)

(787

)

Cash provided by (used in) financing activities

 

(50,616

)

131,131

 

Effect of exchange rate changes on cash

 

(7,425

)

8,722

 

Net increase (decrease) in cash and cash equivalents

 

(70,233

)

91,809

 

Cash and cash equivalents - beginning of period

 

267,512

 

317,144

 

Cash and cash equivalents - end of period

 

$

197,279

 

$

408,953

 

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

 

 

 

 

 

Interest, net of capitalized interest

 

$

479

 

$

204

 

Income taxes

 

$

13,371

 

$

23,174

 

Supplemental disclosure of non-cash investing and financing activities:

 

 

 

 

 

Accrued purchases of property and equipment

 

$

460

 

$

3,577

 

Accrued purchases of intangibles

 

$

78

 

$

8,667

 

Accrued dividends

 

$

3,000

 

$

3,033

 

Accretion of dividend equivalents

 

$

1,457

 

$

1,339

 

 

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

 

4



Table of Contents

 

CROCS, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

(Unaudited)

 

1.              ORGANIZATION & BASIS OF PRESENTATION

 

Organization

 

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

 

Basis of Presentation

 

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. The condensed consolidated balance sheet as of December 31, 2014 was derived from the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (the “2014 Form 10-K”) but does not contain all information required for complete financial statements. The accompanying unaudited condensed consolidated financial statements and these notes thereto should be read in conjunction with the 2014 Form 10-K. In the opinion of management, these condensed consolidated financial statements reflect all adjustments (consisting solely of normal recurring matters) considered necessary for a fair statement 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.

 

Reclassifications

 

Certain prior period amounts on the condensed consolidated financial statements have been reclassified to conform to current period presentation. We segregated certain restructuring charges recorded to selling, general and administrative expense on the condensed consolidated statements of operations during the three and six months ended June 30, 2014 to the restructuring charges line item. These reclassifications had no effect on income from operations, current liabilities or cash used in operating activities.

 

Recently Issued Accounting Pronouncements

 

Debt Issuance Costs

 

In April 2015, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2015-03: Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. This ASU requires retrospective adoption and will be effective for us beginning in our first quarter of 2016. Early adoption is permitted. We do not expect that this pronouncement will have a material impact on our condensed consolidated financial statements.

 

Share-Based Payments

 

On June 19, 2014, the FASB issued ASU 2014-12 in response to the EITF consensus on Issue 13-D. The ASU clarifies that entities should treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting. Therefore, an entity would not record compensation expense related to an award for which transfer to the employee is contingent on the entity’s satisfaction of a performance target until it becomes probable that the performance target will be met. The ASU does not contain any new disclosure requirements. This ASU is effective for all entities for reporting periods (including interim periods) beginning after December 15, 2015. We do not expect that this pronouncement will have a material impact on our condensed consolidated financial statements.

 

5



Table of Contents

 

Revenue Recognition

 

In May 2014, the FASB issued their final standard on revenue from contracts with customers. The standard, issued as ASU No. 2014-09: Revenue from Contracts with Customers (Topic 606) by the FASB, outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” In applying the revenue model to contracts within its scope, an entity:

 

· Identifies the contract(s) with a customer (Step 1)

· Identifies the performance obligations in the contract (Step 2)

· Determines the transaction price (Step 3)

· Allocates the transaction price to the performance obligations in the contract (Step 4)

· Recognizes revenue when (or as) the entity satisfies a performance obligation (Step 5)

 

The ASU applies to all contracts with customers except those that are within the scope of other topics in the FASB Accounting Standards Codification. Certain of the ASU’s provisions also apply to transfers of nonfinancial assets, including in-substance nonfinancial assets that are not an output of an entity’s ordinary activities (e.g., sales of property, plant, and equipment, real estate or intangible assets). Existing accounting guidance applicable to these transfers has been amended or superseded. Compared with current GAAP, the ASU also requires significantly expanded disclosures about revenue recognition. On July 9, 2015, the FASB deferred the effective date to reporting periods (including interim periods) beginning after December 15, 2017. Early application is permitted for reporting periods (including interim periods) beginning after December 15, 2016. We are currently evaluating the impact that this pronouncement will have on our condensed consolidated financial statements.

 

Inventory

 

In July 2015, the FASB issued ASU No. 2015-11: Simplifying the Measurement of Inventory, which modifies existing requirements regarding measuring inventory at the lower of cost or market. Under existing standards, the market amount requires consideration of replacement cost, net realizable value (“NRV”), and NRV less an approximately normal profit margin. The new ASU replaces market with NRV, defined as estimated selling prices in the ordinary course of business, less reasonably predictable costs of completion, disposal and transportation. This eliminates the need to determine and consider replacement cost or NRV less an approximately normal profit margin when measuring inventory. This standard is effective prospectively beginning January 1, 2017, with early adoption permitted. The Company is currently assessing this ASU’s impacts on Crocs’ consolidated results of operations and financial condition.

 

Other new pronouncements issued but not effective until after June 30, 2015 are not expected to have a material impact on our financial position, results of operations or cash flows.

 

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

Earnings per Share

 

Basic and diluted earnings 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 attributable to common stockholders by the weighted average number of shares of common stock outstanding during the period. A participating security is a security that may participate in undistributed earnings with common stock had those earnings been distributed in any form. Our Series A convertible preferred stock (“Series A preferred stock”) issued in 2014 represents participating securities as holders of the Series A preferred stock are entitled to receive any and all dividends declared or paid on common stock on an as-converted basis. In addition, shares of our non-vested restricted stock and restricted stock unit awards are considered participating securities as they represent unvested share-based payment awards containing non-forfeitable rights to dividends. As such, these participating securities must be included in the computation of EPS pursuant to the two-class method on a pro-rata, as-converted basis. Diluted EPS reflects the potential dilution from securities that could share in our earnings. In addition, the dilutive effect of each participating security is calculated using the more dilutive of the two-class method described above. This method assumes that the securities remain in their current form, or the if-converted method, which assumes conversion to common stock as of the beginning of the reporting date. Anti-dilutive securities are excluded from diluted EPS. See Note 12—Earnings Per Share for further discussion.

 

6



Table of Contents

 

Asset Impairments

 

We periodically evaluate all of our long-lived assets for impairment when events or circumstances would indicate the carrying value of a long-lived asset may not be fully recoverable. The following table summarizes retail asset impairment charges by reportable operating segment for the three and six months ended June 30, 2015 and 2014 related to certain underperforming stores that were unlikely to generate sufficient cash flows to fully recover the carrying value of the stores’ assets over the remaining economic life of those assets:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

Impairment
Charge

 

Number of
Stores

 

Impairment
Charge

 

Number of
Stores

 

Impairment
Charge

 

Number of
Stores

 

Impairment
Charge

 

Number of
Stores

 

 

 

(in thousands, except store count data)

 

Americas

 

$

686

 

4

 

$

1,247

 

16

 

$

686

 

4

 

$

1,247

 

16

 

Asia Pacific

 

515

 

8

 

444

 

12

 

515

 

8

 

444

 

12

 

Europe

 

874

 

7

 

1,539

 

9

 

874

 

7

 

1,539

 

9

 

Total asset impairment

 

$

2,075

 

19

 

$

3,230

 

37

 

$

2,075

 

19

 

$

3,230

 

37

 

 

Depreciation

 

During the three months ended June 30, 2015 and 2014, we recorded $4.3 million and $6.3 million, respectively, in depreciation expense of which $0.4 million and $0.4 million, respectively, was recorded in ‘Cost of sales,’ with the remaining amounts recorded in ‘Selling, general and administrative expenses’ on the condensed consolidated statements of operations. During the six months ended June 30, 2015 and 2014, we recorded $9.0 million and $11.7 million, respectively, in depreciation expense of which $1.0 million and $0.9 million, respectively, was recorded in ‘Cost of sales,’ with the remaining amounts recorded in ‘Selling, general and administrative expenses’ on the condensed consolidated statements of operations. As of June 30, 2015 and December 31, 2014, accumulated depreciation was $109.9 million and $99.8 million, respectively.

 

3. INVENTORIES

 

The following table summarizes inventories by major classification as of June 30, 2015 and December 31, 2014:

 

 

 

June 30,

 

December 31,

 

 

 

2015

 

2014

 

 

 

(in thousands)

 

Finished goods

 

$

176,742

 

$

167,515

 

Work-in-progress

 

386

 

703

 

Raw materials

 

5,498

 

2,794

 

Total inventories

 

$

182,626

 

$

171,012

 

 

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4. GOODWILL & INTANGIBLE ASSETS

 

The following table summarizes the goodwill and identifiable intangible assets as of June 30, 2015 and December 31, 2014:

 

 

 

June 30, 2015

 

December 31, 2014

 

 

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

Gross
Carrying
Amount

 

Accumulated
Amortization

 

Net Carrying
Amount

 

 

 

(in thousands)

 

Capitalized software

 

$

165,277

(1)

$

(76,883

)(2)

$

88,394

 

$

157,615

(1)

$

(62,591

)(2)

$

95,024

 

Customer relationships

 

5,053

 

(5,053

)

 

5,945

 

(5,798

)

147

 

Patents, copyrights, and trademarks

 

6,594

 

(4,959

)

1,635

 

6,702

 

(4,931

)

1,771

 

Core technology

 

4,170

 

(4,170

)

 

4,170

 

(4,170

)

 

Other

 

350

 

(350

)

 

698

 

(636

)

62

 

Total finite lived intangible assets

 

181,444

 

(91,415

)

90,029

 

175,130

 

(78,126

)

97,004

 

Indefinite lived intangible assets

 

307

 

 

307

 

333

 

 

333

 

Goodwill (3)

 

2,227

 

 

2,227

 

2,044

 

 

2,044

 

Goodwill and intangible assets

 

$

183,978

 

$

(91,415

)

$

92,563

 

$

177,507

 

$

(78,126

)

$

99,381

 

 


(1)         Includes $4.1 million of software held under a capital lease classified as capitalized software as of June 30, 2015 and December 31, 2014, respectively.

 

(2)         Includes $2.8 million and $2.5 million of accumulated amortization of software held under a capital lease as of June 30, 2015 and December 31, 2014, respectively, and is amortized using the straight-line method over the useful life.

 

(3)         Change in goodwill relates entirely to foreign currency translation.

 

The following table summarizes estimated future annual amortization of intangible assets as of June 30, 2015:

 

 

 

Amortization

 

Fiscal years ending December 31,

 

(in thousands)

 

2015 (remainder of year)

 

$

9,957

 

2016

 

18,329

 

2017

 

16,608

 

2018

 

14,153

 

2019

 

12,232

 

Thereafter

 

18,750

 

Total

 

$

90,029

 

 

During the three months ended June 30, 2015 and 2014, amortization expense recorded for intangible assets with finite lives was $5.1 million, of which $1.6 million and $1.8 million, respectively, was recorded in ‘Cost of sales,’ with the remaining amounts recorded in ‘Selling, general and administrative expenses’ on the condensed consolidated statements of operations. During the six months ended June 30, 2015 and 2014, amortization expense recorded for intangible assets with finite lives was $10.1 million and $9.1 million, respectively, of which $3.0 million and $3.1 million, respectively, was recorded in ‘Cost of sales,’ with the remaining amounts recorded in ‘Selling, general and administrative expenses’ on the condensed consolidated statements of operations. As of June 30, 2015 and December 31, 2014, accumulated amortization was $91.4 million and $78.1 million, respectively.

 

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5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES

 

The following table summarizes accrued expenses and other current liabilities as of June 30, 2015 and December 31, 2014:

 

 

 

June 30,

 

December 31,

 

 

 

2015

 

2014

 

 

 

(in thousands)

 

Accrued compensation and benefits

 

$

25,481

 

$

23,824

 

Professional services

 

19,947

 

16,212

 

Fulfillment, freight and duties

 

15,179

 

12,110

 

Sales/use and VAT tax payable

 

10,644

 

5,897

 

Accrued rent and occupancy

 

8,761

 

9,675

 

Deferred revenue and royalties payable

 

4,535

 

2,005

 

Customer deposits

 

4,080

 

3,075

 

Dividend payable

 

3,000

 

3,067

 

Accrued legal liabilities

 

2,540

 

2,150

 

Other (1) 

 

4,039

 

2,201

 

Total accrued expenses and other current liabilities

 

$

98,206

 

$

80,216

 

 


(1)         The amounts in ‘Other’ consist of various accrued expenses and no individual item accounted for more than 5% of the total balance as of June 30, 2015 or December 31, 2014.

 

6. RESTRUCTURING ACTIVITIES

 

Restructuring

 

On July 21, 2014, we announced strategic plans for long-term improvement and growth of the business. These plans comprise four key initiatives including (1) streamlining the global product and marketing portfolio, (2) reducing direct investment in smaller geographic markets, (3) creating a more efficient organizational structure by reducing excess overhead and enhancing the decision making process, and (4) closing or converting approximately 75 to 100 retail locations around the world. The initial effects of these plans were incurred in 2014 and are continuing throughout 2015. We recorded restructuring charges of $2.8 million and $6.5 million and closed 7 and 16 stores, as identified in the initial restructuring plan, during the three and six month periods ended June 30, 2015, respectively. During 2015, we currently estimate restructuring costs related to store closures and changes in organizational structure of approximately $10 million to $15 million, but we can make no assurance that actual costs will not differ, as our restructuring plans are not yet complete.

 

The following table summarizes our restructuring activity during the three and six months ended June 30, 2015 and 2014:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(in thousands)

 

Severance costs

 

$

1,899

 

$

2,869

 

$

3,956

 

$

4,453

 

Lease / contract exit and related costs

 

518

 

572

 

1,934

 

1,178

 

Other (1)

 

393

 

2,648

 

583

 

2,708

 

Total restructuring charges

 

$

2,810

 

$

6,089

 

$

6,473

 

$

8,339

 

 


(1)         The amounts in ‘Other’ consist of various asset and inventory impairment charges prompted by the aforementioned restructuring plan, legal fees and facility maintenance fees.

 

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The following table summarizes our restructuring activity during the three and six months ended June 30, 2015 and 2014 by reportable segment:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(in thousands)

 

Americas

 

$

 

$

1,224

 

$

456

 

$

1,224

 

Asia Pacific

 

1,266

 

393

 

3,040

 

393

 

Europe

 

384

 

307

 

1,524

 

982

 

Corporate

 

1,160

 

4,165

 

1,453

 

5,740

 

Total restructuring charges

 

$

2,810

 

$

6,089

 

$

6,473

 

$

8,339

 

 

The following table summarizes our accrued restructuring balance and associated activity from December 31, 2014 through June 30, 2015:

 

 

 

December 31, 2014

 

Additions

 

Cash Payments

 

June 30,
2015

 

 

 

(in thousands)

 

Severance

 

$

3,154

 

$

3,956

 

$

(4,279

)

$

2,831

 

Lease/ contract exit and related costs

 

1,401

 

1,934

 

(2,677

)

658

 

Other (1)

 

304

 

583

 

(441

)

446

 

Total restructuring charges

 

$

4,859

 

$

6,473

 

$

(7,397

)

$

3,935

 

 


(1) Includes expenses related to exiting stores and legal fees.

 

Retail Store Closings

 

As mentioned above, the Company plans to close additional retail locations around the globe. As such, we expect to incur certain exit costs specific to store closures including operating lease termination costs, rent obligations for leased facilities, net of expected sublease income, and other expenses in association with this plan. During the three and six month periods ended June 30, 2015, we closed 7 and 16 company-operated retail locations that were identified in the initial restructuring plan, respectively. These locations were selected for closure by management based on historical and projected profitability levels, relocation plans, and other factors. As of June 30, 2015 and December 31, 2014, we had a liability of approximately $3.9 million and $4.9 million, respectively, related to locations to be closed and other reductions in workforce in accrued restructuring on the condensed consolidated balance sheets. The calculation of accrued store closing reserves primarily includes future minimum lease payments from the date of closure to the end of the remaining lease term, net of contractual or estimated sublease income. We record the liability at fair value in the period the store is closed.

 

7. FAIR VALUE MEASUREMENTS

 

Recurring Fair Value Measurements

 

As of June 30, 2015 and December 31, 2014, our Level 1 assets subject to fair value measurements consisted solely of cash equivalents of $7.6 million and $23.3 million, respectively.

 

Non-Recurring Fair Value Measurements

 

The majority of our non-financial instruments, which include inventories, property 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 instrument is required to be evaluated for impairment and the carrying value is not recoverable, the carrying value would be adjusted to the lower of its cost or fair value and an impairment charge would be recorded. During both the three and six months ended June 30, 2015 and 2014, we recorded $2.1 million and $3.2 million, respectively, in impairment charges associated with the Company’s retail locations.

 

8. DERIVATIVE FINANCIAL INSTRUMENTS

 

We transact business in various foreign countries and are therefore exposed to foreign currency exchange rate risk inherent in revenues, costs, and monetary assets and liabilities denominated in non-functional currencies. We have entered into foreign currency

 

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exchange forward contract and currency swap derivative instruments to selectively protect against volatility in the value of non-functional currency denominated monetary assets and liabilities, and of future cash flows caused by changes in foreign currency exchange rates. We do not designate these derivative instruments as hedging instruments under the accounting standards for derivatives and hedging. Accordingly, these instruments are recorded at fair value as a derivative asset or liability on the balance sheet with their corresponding change in fair value recognized in ‘Foreign currency transaction gain (loss), net’ in our condensed consolidated statements of operations. For purposes of the cash flow statement, we classify the cash flows at settlement from undesignated instruments in the same category as the cash flows from the related hedged items, generally within ‘Cash provided by operating activities.’

 

The following table summarizes the notional amounts of the outstanding foreign currency exchange contracts as of June 30, 2015 and December 31, 2014. 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.

 

 

 

June 30,

 

December 31,

 

 

 

2015

 

2014

 

 

 

(in thousands)

 

Foreign currency exchange forward contracts by currency:

 

 

 

 

 

Japanese Yen

 

$

85,763

 

$

44,533

 

Singapore Dollar

 

56,542

 

61,887

 

British Pound Sterling

 

23,260

 

17,230

 

Euro

 

11,342

 

134,755

 

South Korean Won

 

10,697

 

14,590

 

Mexican Peso

 

8,036

 

13,180

 

South African Rand

 

6,616

 

4,355

 

Australian Dollar

 

5,245

 

7,913

 

Indian Rupee

 

4,905

 

3,356

 

New Taiwan Dollar

 

2,907

 

3,229

 

Swedish Krona

 

2,701

 

1,918

 

Canadian Dollar

 

2,452

 

3,005

 

Russian Ruble

 

2,210

 

1,838

 

Brazilian Real

 

974

 

 

New Zealand Dollar

 

642

 

743

 

Hong Kong Dollar

 

626

 

814

 

Chinese Yuan Renminbi

 

 

5,376

 

Norwegian Krone

 

 

917

 

Total notional value, net

 

$

224,918

 

$

319,639

 

 

 

 

 

 

 

Latest maturity date

 

July 2015

 

January 2015

 

 

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The following table presents the amounts affecting the condensed consolidated statements of operations from derivative instruments and exposure from day-to-day business transactions in various foreign currencies for the three and six months ended June 30, 2015 and 2014:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(in thousands)

 

Foreign currency activity

 

$

(1,597

)

$

3,150

 

$

4,620

 

$

2,220

 

Derivatives not designated as hedging instruments:

 

 

 

 

 

 

 

 

 

Foreign currency exchange forwards

 

1,380

 

(3,370

)

(4,343

)

(5,208

)

Foreign currency transaction gain (loss), net

 

$

(217

)

$

(220

)

$

277

 

$

(2,988

)

 

The line ‘Foreign currency transaction gain (loss), net’ on the condensed consolidated statements of operations includes both realized and unrealized gains/losses from underlying foreign currency activity and derivative contracts. These gains and losses are reported on a net basis.

 

9. REVOLVING CREDIT FACILITY & BANK BORROWINGS

 

Revolving Credit Facility

 

On September 25, 2009, we entered into a Revolving Credit and Security Agreement (the “Credit Agreement”) with the lenders named therein and PNC Bank, National Association (“PNC”), as a lender and administrative agent for the lenders.

 

On April 2, 2015, we entered into the Sixth Amendment to Amended and Restated Credit Agreement (the “Sixth Amendment”) pursuant to which certain terms of the Credit Agreement were amended. The Sixth Amendment primarily amended certain definitions of the financial covenants to be more favorable to us including (i) setting the minimum fixed charge coverage ratio to 1.00 to 1.00 through December 31, 2015, 1.15 to 1.00 through March 31, 2016 and 1.25 to 1.00 for each quarter thereafter, (ii) setting the Leverage Ratio to 4.00 to 1.00 through March 31, 2016 and 3.75 to 1.00 for each quarter thereafter and (iii) reducing our global cash requirement from $100 million to $50 million.

 

The Credit Agreement enables us to borrow up to $100.0 million, with the ability to increase commitments to $125.0 million subject to certain conditions, and is currently set to mature in December 2017. The Credit Agreement is available for working capital, capital expenditures, permitted acquisitions, reimbursement of drawings under letters of credit, and permitted dividends, distributions, purchases, redemptions and retirements of equity interests. Borrowings under the Credit Agreement are secured by all of our assets including all receivables, equipment, general intangibles, inventory, investment property, subsidiary stock and intellectual property. Borrowings under the Credit Agreement bear interest at a variable rate. For domestic rate loans, the interest rate is equal to the highest of (i) the daily federal funds open rate as quoted by ICAP North America, Inc. plus 0.5%, (ii) PNC’s prime rate and (iii) a daily LIBOR rate plus 1.0%, in each case there is an additional margin ranging from 0.25% to 1.00% based on certain conditions. For LIBOR rate loans, the interest rate is equal to a LIBOR rate plus a margin ranging from 1.25% to 2.00% based on certain conditions. The Credit Agreement requires monthly interest payments with respect to domestic rate loans and at the end of each interest period with respect to LIBOR rate loans. The Credit Agreement further provides for a limit on the issuance of letters of credit to a maximum of $20.0 million. The Credit Agreement contains provisions requiring us to maintain compliance with certain restrictive and financial covenants.

 

As of June 30, 2015 and December 31, 2014, we had no outstanding borrowings under the Credit Agreement. As of June 30, 2015 and December 31, 2014, we had outstanding letters of credit of $1.7 million and $1.8 million, respectively, which were reserved against the borrowing base under the terms of the Credit Agreement. As of June 30, 2015, we were in compliance with all restrictive financial and other covenants under the Credit Agreement.

 

Long-Term Bank Borrowings

 

On December 10, 2012, we entered into a Master Installment Payment Agreement (“Master IPA”) with PNC in which PNC financed the Company’s recent implementation of a new enterprise resource planning (“ERP”) system, which began in October 2012 and was substantially completed in early 2015. The terms of each note payable, under the Master IPA, consist of a fixed interest rate and payment terms based on the amount borrowed and the timing of activity throughout the implementation of the ERP system. The

 

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Master IPA is subject to cross-default, cross-termination, and is co-terminous with the Credit Agreement. We are in compliance with the covenants under the Credit Agreement.

 

As of June 30, 2015 and December 31, 2014, we had $9.0 million and $11.6 million, respectively, of debt outstanding under five separate notes payable, of which $5.3 million represents current installments for both periods. As of June 30, 2015, the notes bear interest rates ranging from 2.45% to 2.79% and maturities ranging from September 2016 to September 2017. As this debt arrangement relates solely to the construction and implementation of an ERP system for use by the entity, interest expense was capitalized to the condensed consolidated balance sheets until the assets were placed into service on January 1, 2015. During the six months ended June 30, 2015, no interest was capitalized. During the three and six months ended June 30, 2014, we capitalized $0.1 million and $0.2 million in interest expense related to this debt arrangement to the condensed consolidated balance sheets. Interest rates and payment terms are subject to changes as further financing occurs under the Master IPA.

 

The components of our consolidated debt and capital lease obligations are as follows:

 

 

 

June 30, 2015

 

Carrying Value

 

 

 

Weighted
Average

 

Unused
Borrowing

 

June 30,

 

December 31,

 

 

 

Interest Rate

 

Capacity

 

2015

 

2014

 

 

 

 

 

(in thousands)

 

Debt obligations

 

 

 

 

 

 

 

 

 

Revolving credit facility

 

LIBOR plus 1.25% - 2.00%

 

$

100,000

 

$

 

$

 

Bank borrowings

 

2.63%

 

 

9,028

 

11,646

 

Total debt obligations

 

 

 

100,000

 

9,028

 

11,646

 

Capital lease obligations

 

 

 

 

 

13

 

23

 

Total debt and capital lease obligations

 

 

 

 

 

$

9,041

 

$

11,669

 

Current maturities

 

 

 

 

 

$

5,350

 

$

5,288

 

Long-term debt and capital lease obligations

 

 

 

 

 

$

3,691

 

$

6,381

 

 

The maturities of our debt obligations as of June 30, 2015 are presented below:

 

 

 

June 30, 2015

 

 

 

(in thousands)

 

Maturities of debt obligations

 

 

 

2015 (remainder of year)

 

$

2,663

 

2016

 

4,769

 

2017

 

1,609

 

Thereafter

 

 

Total debt maturities

 

$

9,041

 

Current portion

 

$

5,350

 

Noncurrent portion

 

$

3,691

 

 

As of June 30, 2015 and December 31, 2014, the fair value of our debt instruments approximates their reported carrying amounts.

 

10. STOCK-BASED COMPENSATION

 

Stock-based compensation expense is based on the grant date fair value and is recognized on a straight-line basis over the applicable vesting period. During the three months ended June 30, 2015 and 2014, we recorded $3.5 million and $3.8 million, respectively, of pre-tax stock-based compensation expense, of which $3.3 million and $3.6 million, respectively, is included in selling, general and administrative expenses, and $0.2 million for both periods is included in cost of sales on the condensed consolidated statements of operations. During the three months ended June 30, 2015 and 2014, we capitalized $0.0 million and $0.1 million, respectively, as intangible assets on the condensed consolidated balance sheets related to the implementation of our ERP system.

 

During the six months ended June 30, 2015 and 2014, we recorded $6.5 million and $8.5 million, respectively, of pre-tax stock-based compensation expense, of which $6.2 million and $8.1 million, respectively, is included in selling, general and administrative expenses, and $0.3 million and $0.4 million, respectively, is included in cost of sales on the condensed consolidated statements of

 

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operations. During the six months ended June 30, 2015 and 2014, we capitalized $0.0 million and $0.2 million, respectively, as intangible assets on the condensed consolidated balance sheets related to the implementation of our ERP system.

 

Stock Option Activity

 

A summary of our stock option activity as of and for the three and six months ended June 30, 2015 is presented below:

 

 

 

Stock Options

 

Weighted Average
Exercise Price

 

Outstanding as of March 31, 2015

 

1,593,228

 

$

13.51

 

Granted

 

35,000

 

$

13.52

 

Exercised

 

(89,127

)

$

8.81

 

Forfeited or expired

 

(43,163

)

$

21.73

 

Outstanding as of June 30, 2015

 

1,495,938

 

$

13.55

 

 

 

 

Stock Options

 

Weighted Average
Exercise Price

 

Outstanding as of December 31, 2014

 

1,696,130

 

$

13.52

 

Granted

 

35,000

 

$

13.52

 

Exercised

 

(146,338

)

$

6.56

 

Forfeited or expired

 

(88,854

)

$

24.35

 

Outstanding as of June 30, 2015

 

1,495,938

 

$

13.55

 

 

As of June 30, 2015, there was $1.0 million of unrecognized compensation expense related to stock options. The expense is expected to be amortized over a weighted average period of 2.83 years.

 

Restricted Stock Awards and Units Activity

 

A summary of our RSA and RSU activity as of and for the three and six months ended June 30, 2015 is presented below:

 

 

 

Restricted Stock

 

Weighted
Average

 

Restricted Stock

 

Weighted
Average

 

 

 

Awards

 

Grant Date

 

Units

 

Grant Date

 

 

 

(“RSAs”)

 

Fair Value

 

(“RSUs”)

 

Fair Value

 

Unvested at March 31, 2015

 

2,494

 

$

15.04

 

3,323,605

 

$

10.83

 

Granted

 

15,987

 

$

15.01

 

226,042

 

$

9.71

 

Vested

 

(2,494

)

$

15.04

 

(43,287

)

$

16.52

 

Forfeited or expired

 

 

$

 

(118,807

)

$

12.65

 

Unvested at June 30, 2015

 

15,987

 

$

15.01

 

3,387,553

 

$

11.20

 

 

 

 

Restricted Stock

 

Weighted
Average

 

Restricted Stock

 

Weighted
Average

 

 

 

Awards

 

Grant Date

 

Units

 

Grant Date

 

 

 

(“RSAs”)

 

Fair Value

 

(“RSUs”)

 

Fair Value

 

Unvested at December 31, 2014

 

7,488

 

$

15.61

 

1,997,471

 

$

15.78

 

Granted

 

15,987

 

$

15.01

 

2,543,476

 

$

10.17

 

Vested

 

(7,488

)

$

15.61

 

(433,528

)

$

16.41

 

Forfeited or expired

 

 

$

 

(719,866

)

$

22.52

 

Unvested at June 30, 2015

 

15,987

 

$

15.01

 

3,387,553

 

$

11.20

 

 

The total grant date fair value of RSAs vested during the three months ended June 30, 2015 and 2014 was $0.0 million and $0.7 million, respectively. The total grant date fair value of RSAs vested during the six months ended June 30, 2015 and 2014 was $0.1

 

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million and $1.0 million, respectively. As of June 30, 2015, we had $0.2 million of total unrecognized share-based compensation expense related to non-vested restricted stock awards, net of expected forfeitures, all of which was related to time-based awards. As of June 30, 2015, the unvested RSAs are expected to be amortized over the remaining weighted average period of 0.94 years.

 

The total grant date fair value of RSUs vested during the three months ended June 30, 2015 and 2014 was $0.7 million and $1.7 million, respectively. The total grant date fair value of RSUs vested during the six months ended June 30, 2015 and 2014 was $7.1 million and $8.7 million, respectively. As of June 30, 2015, we had $19.3 million of total unrecognized share-based compensation expense related to unvested restricted stock units, net of expected forfeitures, of which $10.7 million is related to time-based awards and $8.6 million is related to performance-based awards. As of June 30, 2015, the unvested RSUs are expected to be amortized over the remaining weighted average period of 2.25 years, which consists of a remaining weighted average period of 2.50 years related to performance-based awards and a remaining weighted average period of 2.21 years related to time-based awards.

 

11. INCOME TAXES

 

During the three months ended June 30, 2015, the Company recognized income tax expense of $2.6 million on pre-tax income of $16.0 million, representing an effective income tax rate of 16.0%. For the same period in 2014, the Company recognized income tax expense of $18.7 million on pre-tax income of $42.0 million, representing an effective tax rate of 44.6%.  During the six months ended June 30, 2015, the Company recognized income tax expense of $2.9 million on pre-tax income of $13.9 million, representing an effective income tax rate of 20.6%. For the same period in 2014, the Company recognized income tax expense of $24.1 million on pre-tax income of $56.5 million, representing an effective tax rate of 42.6%.

 

The decrease in effective tax rate, compared to the same period in 2014, is primarily due to the recognition of unrecognized tax benefits in connection with various favorable audit settlements in foreign jurisdictions. The Company’s effective income tax rate, for all periods presented, differs from the federal U.S. statutory rate due to differences in income tax rates between U.S. and foreign jurisdictions as well as tax amounts recognized discretely during the quarter. The Company had unrecognized tax benefits of $4.1 million and $8.4 million at June 30, 2015 and December 31, 2014, respectively.

 

12. EARNINGS PER SHARE

 

The following table illustrates the basic and diluted EPS computations for the three and six months ended June 30, 2015 and 2014.

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(in thousands)

 

Numerator

 

 

 

 

 

 

 

 

 

Net income attributable to common stockholders

 

$

9,690

 

$

19,523

 

$

3,711

 

$

25,896

 

Less: adjustment for income allocated to participating securities

 

(1,476

)

(2,683

)

(563

)

(3,543

)

Net income attributable to common stockholders - basic and diluted

 

$

8,214

 

$

16,840

 

$

3,148

 

$

22,353

 

Denominator

 

 

 

 

 

 

 

 

 

Weighted average common shares outstanding - basic

 

76,846

 

86,887

 

77,333

 

87,559

 

Plus: dilutive effect of stock options and unvested restricted stock units

 

1,356

 

912

 

1,256

 

1,314

 

Weighted average common shares outstanding - diluted

 

78,202

 

87,799

 

78,589

 

88,873

 

 

 

 

 

 

 

 

 

 

 

Net income attributable per common share:

 

 

 

 

 

 

 

 

 

Basic

 

$

0.11

 

$

0.19

 

$

0.04

 

$

0.26

 

Diluted

 

$

0.11

 

$

0.19

 

$

0.04

 

$

0.25

 

 

Diluted EPS is calculated using the two-class method for options and RSUs and the if-converted method for series A preferred stock. Approximately 0.7 million and 0.9 million options and RSUs, for the three months ended June 30, 2015 and 2014, respectively, and approximately 0.8 million and 0.9 million options and RSUs for the six months ended June 30, 2015 and 2014 were excluded in the

 

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calculation of diluted EPS under the two-class method because the effect would be anti-dilutive. The Series A preferred shares were excluded in the calculation of diluted EPS under the if-converted method because the effect would be anti-dilutive. If converted, Series A preferred stock would represent approximately 15.4% of our common stock outstanding or 13.8 million additional common shares, as of June 30, 2015. See Note 13 — Series A Preferred Stock for further details regarding the preferred share offering.

 

Stock Repurchase Plan Authorizations

 

We continue to evaluate options to maximize the returns on our cash and maintain an appropriate capital structure, including, among other alternatives, repurchases of our common stock. On December 26, 2013, our board of directors (the “Board”) approved the repurchase of up to $350.0 million of our common stock. The number, price, structure and timing of the repurchases will be at our sole discretion and future repurchases will be evaluated by us depending on market conditions, liquidity needs and other factors. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorization does not have an expiration date and does not oblige us to acquire any particular amount of our common stock. Our Board may suspend, modify or terminate the repurchase program at any time without prior notice.

 

During the three months ended June 30, 2015, we repurchased approximately 1.6 million shares at a weighted average price of $14.62 per share for an aggregate price of approximately $22.7 million excluding related commission charges under our publicly-announced repurchase plan. During the six months ended June 30, 2015, we repurchased approximately 3.3 million shares at a weighted average price of $13.03 per share for an aggregate price of approximately $42.6 million excluding related commission charges under our publicly-announced repurchase plan.

 

During the three months ended June 30, 2014, we repurchased approximately 2.3 million shares at a weighted average price of $14.71 for an aggregate price of approximately $33.9 million, excluding related commission charges, under our publicly-announced repurchase plan. During the six months ended June 30, 2014, we repurchased approximately 3.2 million shares at a weighted average price of $14.77 for an aggregate price of approximately $46.9 million, excluding related commission charges, under our publicly-announced repurchase plan.

 

As of June 30, 2015, subject to certain restrictions on repurchases under our revolving credit facility, we had $161.8 million remaining under the repurchase authorizations.

 

13. SERIES A PREFERRED STOCK

 

On January 27, 2014, we issued 200,000 shares of our Series A preferred stock to Blackstone Capital Partners VI L.P. (“Blackstone”) and certain of its permitted transferees, for an aggregate purchase price of $198.0 million, or $990 per share, pursuant to an Investment Agreement between us and Blackstone, dated December 28, 2013. In connection with the issuance of the Series A preferred stock, we received proceeds of $182.2 million after deducting the issuance discount of $2.0 million and direct and incremental expenses of $15.8 million including financial advisory fees, closing costs, legal expenses and other offering-related expenses. As of June 30, 2015 and December 31, 2014, we had accrued dividends of $3.0 million and $3.1 million, respectively, on the condensed consolidated balance sheets, which were paid in cash to holders of the Series A preferred stock on July 1, 2015 and January 2, 2015, respectively.

 

14. COMMITMENTS AND CONTINGENCIES

 

Rental Commitments and Contingencies

 

We rent space for our retail stores, offices, warehouses, vehicles, and equipment under operating leases expiring at various dates through 2033. 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 lease term beginning on the lease inception date. Deferred rent is included in the condensed consolidated balance sheets in ‘Accrued expenses and other current liabilities.’

 

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The following table summarizes the composition of rent expense under operating leases for the three and six months ended June 30, 2015 and 2014:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(in thousands)

 

Minimum rentals (1)

 

$

25,106

 

$

28,110

 

$

49,858

 

$

55,649

 

Contingent rentals

 

5,927

 

7,261

 

8,005

 

9,684

 

Less: Sublease rentals

 

(59

)

(243

)

(118

)

(447

)

Total rent expense

 

$

30,974

 

$

35,128

 

$

57,745

 

$

64,886

 

 


(1)         Minimum rentals include all lease payments as well as fixed and variable common area maintenance, parking and storage fees, which were approximately $2.4 million and $2.5 million during the three months ended June 30, 2015 and 2014, respectively, and $4.7 million and $4.9 million during the six months ended June 30, 2015 and 2014, respectively.

 

Purchase Commitments

 

As of June 30, 2015 and December 31, 2014, we had firm purchase commitments with certain third-party manufacturers of $123.8 million and $202.3 million, respectively.

 

Government Tax Audits

 

We are regularly subject to, and are currently undergoing, audits by tax authorities in the U.S. and several foreign jurisdictions for prior tax years.

 

In April 2013, Brazil’s State of Sao Paulo, Brazil government (“Brazil”) assessed sales taxes, interest and penalties for the period April 2009 to May 2011. We had previously tendered these taxes using Brazil obligations purchased at a discount from third parties. On May 22, 2013, we applied for amnesty in order to receive a significant reduction in penalties and interest, agreed to amend our 2009 through 2012 tax returns to remove the Brazil obligations, and agreed to settle the assessment in cash to Brazil. In June 2013, we made a cash payment to Brazil, in full satisfaction of the Brazil assessment and amended tax returns.

 

While Brazil is currently making court-ordered payments to holders of the Brazil obligations, along with accrued interest, during the year ended December 31, 2014, we reserved the entire carrying balance of the Brazil obligation as we determined the ultimate collection of amounts due is not assured.

 

See Note 16 — Legal Proceedings for further details regarding potential loss contingencies related to government tax audits and other current legal proceedings.

 

15. OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION

 

During 2014, we had four reportable operating segments based on the geographic nature of our operations: Americas, Asia Pacific, Japan and Europe. Our “Other businesses” category aggregates insignificant operating segments that do not meet the reportable segment threshold and includes our manufacturing operations located in Mexico, Italy and Asia. 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.

 

Subsequent to December 31, 2014, our internal reports reviewed by the CODM began consolidating Japan into the Asia Pacific segment. This change aligned our internal reporting to our new strategic model and management structure, as Japan and Asia Pacific are now managed and analyzed as one operating segment by management and the CODM. Accordingly, we now have three reportable segments for 2015 as well as our “Other Businesses” category and prior period segment results have been reclassified to reflect this change.

 

Each of our reportable operating segments derives its revenues from the sale of footwear, apparel and accessories to external customers as well as intersegment sales. Revenues of the “Other businesses” category are primarily made up of intersegment sales. The remaining revenues for “Other businesses” represent non-footwear product sales to external customers. Intersegment sales are not included in the measurement of segment operating income or regularly reviewed by the CODM and are eliminated when deriving total consolidated revenues.

 

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Segment performance is evaluated based on segment results without allocating corporate expenses, or indirect general, administrative and other expenses. Segment profits or losses include adjustments to eliminate intersegment sales. As such, reconciling items for segment operating income represent unallocated corporate and other expenses as well as intersegment eliminations. Our CODM evaluates the performance of our segments based on gross margin and direct operating profit excluding unallocated amounts. Our CODM is not regularly provided information on segment assets, nor is such information considered when evaluating the performance of our segments. Additionally, there was no material change in the amounts or methodology of assets allocated to segments, other than the inclusion of assets allocated to the Japan segment now included in the Asia Pacific segment.

 

The following tables set forth information related to our reportable operating business segments as of and for the three and six months ended June 30, 2015 and 2014:

 

 

 

Three Months Ended June 30,

 

Six Months Ended June 30,

 

 

 

2015

 

2014

 

2015

 

2014

 

 

 

(in thousands)

 

Revenues:

 

 

 

 

 

 

 

 

 

Americas

 

$

143,119

 

$

141,568

 

$

248,888

 

$

258,688

 

Asia Pacific

 

149,557

 

162,681

 

249,332

 

293,596

 

Europe

 

52,668

 

72,757

 

109,092

 

136,893

 

Total segment revenues

 

345,344

 

377,006

 

607,312

 

689,177

 

Other businesses

 

327

 

(86

)

552

 

172

 

Total consolidated revenues

 

$

345,671

 

$

376,920

 

$

607,864

 

$

689,349

 

 

 

 

 

 

 

 

 

 

 

Operating income:

 

 

 

 

 

 

 

 

 

Americas

 

$

21,771

 

$

24,920

 

$

37,149

 

$

38,357

 

Asia Pacific

 

41,262

 

47,763

 

58,597

 

81,908

 

Europe

 

6,105

 

12,026

 

14,343

 

19,565

 

Total segment operating income

 

69,138

 

84,709

 

110,089

 

139,830

 

 

 

 

 

 

 

 

 

 

 

Reconciliation of total segment operating income to income before income taxes:

 

 

 

 

 

 

 

 

 

Other businesses

 

(6,890

)

(4,589

)

(12,294

)

(8,345

)

Intersegment eliminations

 

 

15

 

 

30

 

Unallocated corporate and other (1)

 

(45,899

)

(38,224

)

(83,808

)

(72,782

)

Total consolidated operating income

 

16,349

 

41,911

 

13,987

 

58,733

 

Foreign currency transaction gain (loss), net

 

(217

)

(220

)

277

 

(2,988

)

Interest income

 

196

 

403

 

484

 

880

 

Interest expense

 

(260

)

(128

)

(479

)

(319

)

Other income (expense), net

 

(80

)

30

 

(411

)

171

 

Income before income taxes

 

$

15,988

 

$

41,996

 

$

13,858

 

$

56,477

 

 

 

 

 

 

 

 

 

 

 

Depreciation and amortization:

 

 

 

 

 

 

 

 

 

Americas

 

$

1,950

 

$

3,239

 

$

3,924

 

$

5,687

 

Asia Pacific

 

1,128

 

1,838

 

2,341

 

3,578

 

Europe

 

644

 

912

 

1,446

 

1,814

 

Total segment depreciation and amortization

 

3,722

 

5,989

 

7,711

 

11,079

 

Other businesses

 

2,063

 

2,135

 

4,051

 

3,734

 

Unallocated corporate and other (1) 

 

3,604

 

3,254

 

7,346

 

5,938

 

Total consolidated depreciation and amortization

 

$

9,389

 

$

11,378

 

$

19,108

 

$

20,751

 

 


(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, restructuring, depreciation and amortization of corporate and other assets not allocated to operating segments.

 

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16. LEGAL PROCEEDINGS

 

The Company is currently subject to an audit by U.S. Customs & Border Protection (“CBP”) in respect of the period from 2006 to 2010. In October 2013, CBP issued the final audit report. In that report CBP projects that unpaid duties totaling approximately $12.4 million are due for the period under review and recommends collection of the duties due. Crocs responded that these projections are erroneous and provided arguments that demonstrate the amount due in connection with this matter is considerably less than the projection. Additionally, on December 12, 2014, Crocs made an offer to settle CBP’s potential claims and tendered $3.5 million. At this time, it is not possible to determine how long it will take CBP to evaluate the offer or to predict whether the offer will be accepted. Likewise, if a settlement cannot be reached, it is not possible to predict with any certainty whether CBP will seek to assert a claim for penalties in addition to any unpaid duties, but such an assertion is a possibility.

 

Mexico’s Federal Tax Authority (“SAT”) has audited the Company’s records regarding imports and exports during the period from January 2006 to July 2011. There were two phases to the audit, the first for capital equipment and finished goods and the second for raw materials. The first phase was completed and no major discrepancies were noted by the SAT. On January 9, 2013, Crocs received a notice for the second phase in which the SAT issued a tax assessment (taxes and penalties) of roughly 280.0 million pesos (approximately $22.0 million) based on the value of all of Crocs’ imported raw materials during the audit period. Crocs believes that the proposed penalty amount is unfounded and without merit. With the help of local counsel Crocs filed an appeal by the deadline of March 15, 2013. Crocs has argued that the amount due in connection with the matter, if any, is substantially less than that proposed by the SAT. In connection with the appeal, the SAT required Crocs to post an appeal surety bond in the amount of roughly 321.0 million pesos (approximately $26.0 million), which amount reflects estimated additional penalties and interest if the Company is not successful on its appeal. This amount will be adjusted on an annual basis. On November 27, 2014, the Superior Chamber of the Federal Tax Court ruled in favor of Crocs and annulled the tax assessment and the corresponding penalty. The SAT filed its appeal of the decision in Crocs’ favor on February 25, 2015. On June 24, 2015, the Circuit Court rejected SAT´s appeal, and thus, confirmed the favorable decision issued to Crocs by the Federal Tax Court. Crocs has not yet been served with the final written opinion but expects to receive the same within the next two months. Crocs will not know if the SAT has a right of appeal until then. It is not possible at this time to predict the outcome of this matter or reasonably estimate any potential loss.

 

Crocs is currently subject to an audit by the Brazilian Federal Tax Authorities related to imports of footwear from China between 2010 and 2014. On January 13, 2015 Crocs was notified about the issuance of assessments totaling approximately $5.3 million for the period January 2010 through May 2011. Crocs has disputed these assessments and asserted defenses to the claims. On February 25, 2015 Crocs received additional assessments totaling approximately $11.5 million related to the remainder of the audit period. Crocs has also disputed these assessments and asserted defenses to these claims. It is anticipated that this matter will take up to several years to be resolved. It is not possible at this time to predict the outcome of this matter.

 

On August 8, 2014, a purported class action lawsuit was filed in California State Court against a Crocs subsidiary, Crocs Retail, LLC (Zaydenberg v. Crocs Retail, LLC, Case No. BC554214). The lawsuit alleged various employment law violations related to overtime, meal and break periods, minimum wage, timely payment of wages, wage statements, payroll records and business expenses. Crocs filed an answer on February 6, 2015, denying the allegations and asserting several defenses. On June 3, 2015, a second purported class action lawsuit was filed in California State Court against Crocs Retail, LLC (Christopher S. Duree and Richard Morely v. Crocs, Inc., Case No. BC583875), making substantially the same allegations as in the Zaydenberg lawsuit. The parties attended a mediation on June 26, 2015, and reached a preliminary settlement for both lawsuits. The parties are now petitioning the State Court for approval of the settlement.

 

As of June 30, 2015, Crocs estimates that the ultimate resolution of these litigation matters and other disputes could result in a loss that is reasonably possible between $0.0 million and $11.7 million in aggregate, of which $5.2 million has been accrued.

 

Although Crocs is subject to other litigation from time to time in the ordinary course of business, including employment, intellectual property and product liability claims, Crocs is not party to any other pending legal proceedings that Crocs believes would reasonably have a material adverse impact on its business, financial position, results of operations or cash flows.

 

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

 

Business Overview

 

We are a designer, developer, manufacturer, worldwide marketer and distributor of casual lifestyle footwear, apparel and accessories for men, women and children. We strive to be the global leader in the sale of molded footwear featuring fun, comfort, color and functionality. Our products include footwear and accessories that utilize our proprietary closed cell-resin, called Croslite, as well as casual lifestyle footwear that use a range of materials. Our Croslite material enables us to produce innovative, lightweight, non-marking, and odor-resistant footwear. We currently sell our products in more than 90 countries through domestic and international retailers and distributors and directly to end-user consumers through our company-operated retail stores, outlets, web stores and kiosks.

 

Since the initial introduction of our popular 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. Going forward, we are focusing on our core molded footwear heritage, as well as developing innovative new casual lifestyle footwear. By streamlining the product portfolio, reducing non-core product development and exploring strategic alternatives for non-core products and brands, we believe that we can realize our strategy of generating a more powerful consumer connection to our brand and products.

 

The broad appeal of our footwear has allowed us to market our products to a wide range of distribution channels, including family footwear stores, department stores, sporting goods stores and traditional footwear retailers as well as a variety of specialty and independent retail channels and via the internet. We intend to drive cohesive global brand positioning from region-to-region and year-to-year to create a clearer and more consistent product portfolio and message. This strategy will be accomplished through developing powerful product stories supported by effective and consistent global marketing campaigns. Finally, we intend to increase our working market spend, a term we define as funds that put marketing messages in front of consumers.

 

As a global company, we have significant revenues and costs denominated in currencies other than the U.S. Dollar. Sales in international markets in foreign currencies are expected to continue to represent a substantial portion of our revenues. Likewise, we expect that our subsidiaries with functional currencies other than the U.S. Dollar will continue to represent a substantial portion of our overall gross margin and related expenses. Accordingly, changes in foreign currency exchange rates can materially affect both revenues and costs as well as the comparability of revenues and costs from period to period as a result of the impact of foreign currency translation adjustments.

 

Use of Non-GAAP Financial Measures

 

In addition to financial measures presented on the basis of accounting principles generally accepted in the United States of America (“GAAP”), we present current period “adjusted selling, general and administrative expenses”, which is a non-GAAP financial measure, within Management’s Discussion and Analysis. Adjusted results exclude the impact of items that management believes affect the comparability or underlying business trends in our condensed consolidated financial statements in the periods presented.

 

We also present certain information related to our current period results of operations in this Item 2 through “constant currency”, which is a non-GAAP financial measure and should be viewed as a supplement to our results of operations and presentation of reportable segments under GAAP. Constant currency represents current period results that have been restated using prior year average foreign exchange rates for the comparative period to enhance the visibility of the underlying business trends excluding the impact of foreign currency exchange rate fluctuations.

 

Management uses adjusted results to assist in comparing business trends from period to period on a consistent non-GAAP basis in communications with the board of directors (“the Board”), stockholders, analysts and investors concerning our financial performance. We believe that these non-GAAP measures are useful to, investors and other users of our condensed consolidated financial statements as an additional tool to evaluate our performance. We believe they also provide a useful baseline for analyzing trends in our operations. Investors should not consider these non-GAAP measures in isolation from, or as a substitute for, financial information prepared in accordance with GAAP. Please refer to our ‘Results of Operations’ within this section for a reconciliation of adjusted selling, general and administrative expenses to GAAP selling, general and administrative expenses.

 

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Financial Highlights

 

During the three months ended June 30, 2015, revenue declined 8.3% compared to the same period in 2014. The decrease in revenue is due to the net impact of (i) a $27.1 million, or 7.2%, decrease associated with foreign currency exchange rate adjustments associated with a strong U.S. Dollar, (ii) an $11.8 million, or 3.1%, decrease associated with store closures, (iii) a $9.2 million, or 2.4%, increase associated with higher sales volume, and (iv) a $1.5 million, or 0.4%, decrease associated with a lower average sales price.

 

The following are additional significant developments in our businesses during the three months ended June 30, 2015:

 

·                  During the three months ended June 30, 2015, we sold 17.3 million pairs of shoes worldwide, an increase of 2.4% compared to the same period in the prior year.

 

·                  During the three months ended June 30, 2015, gross margin was 54.9%, which increased 118 basis points compared to the same period in the prior year. This is the result of the combined impact of a favorable product mix and exit from unprofitable product lines, slightly offset by the negative impact of foreign currency fluctuations.

 

·                  Selling, general and administrative expenses increased $15.3 million, or 10.0%, compared to the same period in 2014, to $168.6 million. A significant portion of this increase related to higher marketing expense of $15.1 million related to our current marketing campaign that began during the quarter.

 

·                  During the quarter we made significant progress on our strategic objectives announced in 2014. We incurred $2.8 million in restructuring charges as a result of our strategic plans for long-term improvement and growth of the business. These charges primarily related to severance costs, lease termination and other exit related costs. We also incurred $2.7 million related to the launch of our ERP system.

 

·                  We repurchased approximately 1.6 million shares at an average price of $14.62 per share for a total value of $22.7 million, excluding related commission charges. As of June 30, 2015, we have remaining repurchase authorizations for up to $161.8 million.

 

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Future Outlook

 

During 2014, we announced strategic plans for long-term improvement and growth of the business. These plans comprised four key initiatives including (1) streamlining the global product and marketing portfolio, (2) reducing direct investment in smaller geographic markets, (3) creating a more efficient organizational structure by reducing excess overhead costs and enhancing the decision making process, and (4) closing or converting approximately 75 to 100 Crocs branded retail stores around the world. As of June 30, 2015, we have closed 16 stores that were identified in the initial restructuring plan and we will continue to execute our strategy during 2015.

 

These changes will better position Crocs to adapt to changing customer demands and global economic developments. We are focusing on our core molded footwear heritage, as well as developing innovative new casual lifestyle footwear platforms. By streamlining the product portfolio, reducing non-core product development and exploring strategic alternatives for the non-core products and brands, we will create a more powerful consumer connection to the brand.

 

We are increasing our working market spend, a term we define as funds that put marketing messages in front of consumers. During March 2015, we launched our global ad campaign, #FindYourFun, our largest marketing investment in our 12-year history and our first global marketing campaign. Slated to run throughout 2015, ads encourage consumers to #FindYourFun, with imagery featuring Crocs’ iconic clog. These ads will be featured in the U.S., U.K., Germany, Japan, China and South Korea. The whimsical imagery incorporates the Crocs clog into some of the world’s most notable landmarks and destinations, including Las Vegas, Times Square and Piccadilly Circus in London, as well as locations in Shanghai and Seoul.

 

We are refining our business model around the world, prioritizing direct investment in larger-scale geographies to focus our resources on the demographics with the largest growth prospects, moving away from direct investment in the retail and wholesale businesses in smaller markets and transferring significant commercial responsibilities to distributors and third-party agents. These re-alignments are already underway in Brazil, Taiwan and other markets around the globe. Further, we intend to expand our engagement with leading wholesale accounts in select markets to drive sales growth, optimize product placement and enhance brand reputation.

 

We have reorganized key business functions to improve efficiency and have eliminated over 200 global positions, the majority of which occurred in the third quarter of 2014, resulting in reduced structural complexity, size and cost. In addition, we opened our Global Commercial Center in the Boston area in late 2014, which is housing key merchandising, marketing and retail executives. The Boston location was selected in order to attract experienced senior footwear and business development management talent. The Global Commercial Center in Boston joins the Product Creation and Global Shared Services Center in Niwot, Colorado, the cornerstone of support for Crocs’ global business. We continue to strengthen our Regional Commercial Centers in the Netherlands, Singapore and Japan with responsibility for managing Crocs’ global business.

 

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Results of Operations

 

Comparison of the Three Months Ended June 30, 2015 to 2014

 

 

 

Three Months Ended June 30,

 

 

 

 

 

 

 

2015

 

2014

 

$ Change

 

% Change

 

 

 

(in thousands, except per share data and average selling price)

 

Revenues

 

$

345,671

 

$

376,920

 

$

(31,249

)

(8.3

)%

Cost of sales

 

155,801

 

172,320

 

(16,519

)

(9.6

)

Restructuring charges

 

 

2,029

 

(2,029

)

(100.0

)

Gross profit

 

189,870

 

202,571

 

(12,701

)

(6.3

)

Selling, general and administrative expenses

 

168,636

 

153,370

 

15,266

 

10.0

 

Restructuring charges

 

2,810

 

4,060

 

(1,250

)

(30.8

)

Asset impairment charges

 

2,075

 

3,230

 

(1,155

)

(35.8

)

Income from operations

 

16,349

 

41,911

 

(25,562

)

(61.0

)

Foreign currency transaction gain (loss), net

 

(217

)

(220

)

3

 

(1.4

)

Interest income

 

196

 

403

 

(207

)

(51.4

)

Interest expense

 

(260

)

(128

)

(132

)

103.1

 

Other income (loss), net

 

(80

)

30

 

(110

)

(366.7

)

Income before income taxes

 

15,988

 

41,996

 

(26,008

)

(61.9

)

Income tax expense

 

(2,562

)

(18,719

)

16,157

 

(86.3

)

Net income

 

$

13,426

 

$

23,277

 

$

(9,851

)

(42.3

)%

 

 

 

 

 

 

 

 

 

 

Dividends on Series A convertible preferred stock

 

(3,000

)

(3,033

)

33

 

(1.1

)

Dividend equivalents on Series A convertible preferred shares related to redemption value accretion and beneficial conversion feature

 

(736

)

(721

)

(15

)

2.1

 

Net income attributable to common stockholders

 

$

9,690

 

$

19,523

 

$

(9,833

)

(50.4

)%

 

 

 

 

 

 

 

 

 

 

Net income per common share

 

 

 

 

 

 

 

 

 

Basic

 

$

0.11

 

$

0.19

 

$

(0.08

)

(43.74

)%

Diluted

 

$

0.11

 

$

0.19

 

$

(0.08

)

(43.74

)%

Gross margin

 

54.9

%

53.7

%

118

bps

2.2

%

Operating margin

 

4.7

%

11.1

%

(639

)bps

(57.5

)%

Footwear unit sales

 

17,283

 

16,874

 

409

 

2.4

%

Average footwear selling price

 

$

19.24

 

$

21.77

 

$

(2.53

)

(11.6

)%

 

Revenues. During the three months ended June 30, 2015, revenue declined 8.3% compared to the same period in 2014. The decrease in revenue is due to the net impact of (i) a $27.1 million, or 7.2%, decrease associated with foreign currency exchange rate adjustments associated with a strong U.S. Dollar, (ii) an $11.8 million, or 3.1%, decrease associated with store closures, (iii) a $9.2 million, or 2.4%, increase associated with higher sales volumes, and (iv) a $1.5 million, or 0.4%, decrease associated with a lower average sales price.

 

During the three months ended June 30, 2015, revenues from our wholesale channel decreased $19.4 million, or 9.3%, compared to the same period in 2014, and was driven primarily by Europe, which decreased $13.8 million as a result of lower sales volumes and the unfavorable impact of foreign currency translation. Additionally we experienced a $5.6 million decrease in Asia Pacific primarily associated with the unfavorable impact of foreign currency translation.

 

During the three months ended June 30, 2015, revenues from our retail channel decreased $18.5 million, or 13.5%, compared to the same period in 2014, and was primarily driven by both Asia Pacific and Europe segments. The decrease associated with the Asia Pacific segment is primarily attributed to a lower average selling price and the unfavorable impact of foreign currency translation. The decrease in Europe is primarily associated with store closures.

 

During the three months ended June 30, 2015, revenues from our e-commerce channel increased $6.7 million, or 21.5%, compared to the same period in 2014, and was primarily driven by Americas and Asia Pacific segments, which increased by $4.3 million and $3.6 million, respectively, primarily due to higher sales volume. Our e-commerce sales totaled approximately 10.9% and 8.2% of our

 

23



Table of Contents

 

consolidated net sales during the three months ended June 30, 2015 and 2014, respectively. We continue to benefit from our online presence through web stores worldwide enabling us to have increased access to our customers in a low cost, attractive manner and providing us with an opportunity to educate them about our products and brand.

 

The following table summarizes our total revenue by channel for the three months ended June 30, 2015 and 2014:

 

 

 

Three Months Ended June 30,

 

Change

 

Constant Currency Change (1)

 

 

 

2015

 

2014

 

$

 

%

 

$

 

%

 

 

 

(in thousands)

 

Wholesale:

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

$

65,250

 

$

65,715

 

$

(465

)

(0.7

)%

$

1,149

 

1.7

%

Asia Pacific

 

92,824

 

98,445

 

(5,621

)

(5.7

)

(229

)

(0.2

)

Europe

 

30,807

 

44,576

 

(13,769

)

(30.9

)

(4,773

)

(10.7

)

Other businesses

 

327

 

(86

)

413

 

(480.2

)

317

 

(368.6

)

Total wholesale

 

189,208

 

208,650

 

(19,442

)

(9.3

)

(3,536

)

(1.7

)

Consumer-direct:

 

 

 

 

 

 

 

 

 

 

 

 

 

Retail:

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

58,309

 

60,622

 

(2,313

)

(3.8

)

(1,739

)

(2.9

)

Asia Pacific

 

45,898

 

56,976

 

(11,078

)

(19.4

)

(7,230

)

(12.7

)

Europe

 

14,522

 

19,620

 

(5,098

)

(26.0

)

(583

)

(3.0

)

Total retail

 

118,729

 

137,218

 

(18,489

)

(13.5

)

(9,552

)

(7.0

)

E-commerce:

 

 

 

 

 

 

 

 

 

 

 

 

 

Americas

 

19,560

 

15,231