Table of Contents

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

 

FORM 10-Q

 

(Mark one)

 

x

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES

 

EXCHANGE ACT OF 1934

 

For the quarterly period ended June 30, 2008

 

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 Number: 0-22446

 

DECKERS OUTDOOR CORPORATION

(Exact name of registrant as specified in its charter)

 

Delaware

 

95-3015862

(State or other jurisdiction of incorporation or organization)

 

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

 

495-A South Fairview Avenue, Goleta, California

 

93117

(Address of principal executive offices)

 

(zip code)

 

(805) 967-7611

(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 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 company o

(Do not check if a smaller reporting company)

 

 

 

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

 

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at
August 4, 2008

 

 

 

Common Stock, $0.01 par value

 

13,053,211

 

 

 

 



Table of Contents

 

DECKERS OUTDOOR CORPORATION

AND SUBSIDIARIES

Table of Contents

 

 

 

Page

 

 

 

Part I.

Financial Information

 

 

 

Item 1.

Financial Statements (Unaudited):

 

 

 

 

 

Condensed Consolidated Balance Sheets as of June 30, 2008 and December 31, 2007

1

 

 

 

 

Condensed Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2008 and 2007

2

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2008 and 2007

3

 

 

 

 

Notes to Condensed Consolidated Financial Statements

4

 

 

Item 2.

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

13

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

28

 

 

 

Item 4.

Controls and Procedures

29

 

 

Part II.

Other Information

 

 

 

Item 1.

Legal Proceedings

29

 

 

 

Item 1A.

Risk Factors

29

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

29

 

 

 

Item 3.

Defaults Upon Senior Securities

29

 

 

 

Item 4.

Submission of Matters to a Vote of Security Holders

29

 

 

 

Item 5.

Other Information

30

 

 

 

Item 6.

Exhibits

30

 

 

 

Signatures

 

31

 

 

 

Exhibit Index

 

32

 

 

Exhibit 31.1

 

 

 

Exhibit 31.2

 

 

 

Exhibit 32

 

 



Table of Contents

 

DECKERS OUTDOOR CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(amounts in thousands, except par value)

 

 

 

June 30,

 

December 31,

 

 

 

2008

 

2007

 

Assets

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

79,636

 

$

54,525

 

Restricted cash

 

433

 

250

 

Short-term investments

 

45,175

 

113,567

 

Trade accounts receivable, net of allowances of $3,860 and $8,355 as of June 30, 2008 and December 31, 2007, respectively

 

54,702

 

72,209

 

Inventories

 

112,802

 

51,776

 

Prepaid expenses and other current assets

 

4,807

 

3,276

 

Income taxes receivable

 

4,260

 

 

Deferred tax assets

 

5,960

 

5,964

 

Total current assets

 

307,775

 

301,567

 

 

 

 

 

 

 

Restricted cash

 

700

 

1,000

 

Long-term investments

 

2,250

 

 

Property and equipment, at cost, net

 

19,113

 

10,579

 

Intangible assets, net

 

45,019

 

54,131

 

Deferred tax assets

 

2,682

 

2,682

 

Other assets

 

100

 

73

 

Total assets

 

$

377,639

 

$

370,032

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Trade accounts payable

 

$

50,465

 

$

36,221

 

Accrued expenses

 

12,264

 

17,629

 

Income taxes payable

 

 

17,544

 

Total current liabilities

 

62,729

 

71,394

 

 

 

 

 

 

 

Long-term liabilities

 

2,639

 

 

Stockholders’ equity:

 

 

 

 

 

Common stock, $0.01 par value. Authorized 20,000 shares; 13,050 shares issued and outstanding at June 30, 2008; 13,004 shares issued and outstanding at December 31, 2007

 

130

 

130

 

Additional paid-in capital

 

109,645

 

103,659

 

Retained earnings

 

202,041

 

194,567

 

Accumulated other comprehensive income

 

455

 

282

 

Total stockholders’ equity

 

312,271

 

298,638

 

Total liabilities and stockholders’ equity

 

$

377,639

 

$

370,032

 

 

See accompanying notes to condensed consolidated financial statements.

 

1



Table of Contents

 

DECKERS OUTDOOR CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Operations

(Unaudited)

(amounts in thousands, except per share data)

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

91,116

 

$

52,730

 

$

188,651

 

$

125,305

 

Cost of sales

 

54,776

 

31,041

 

106,163

 

70,199

 

Gross profit

 

36,340

 

21,689

 

82,488

 

55,106

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

28,384

 

18,825

 

57,472

 

37,170

 

Impairment loss

 

14,900

 

 

14,900

 

 

(Loss) income from operations

 

(6,944

)

2,864

 

10,116

 

17,936

 

 

 

 

 

 

 

 

 

 

 

Other (income) expense, net:

 

 

 

 

 

 

 

 

 

Interest income

 

(663

)

(1,487

)

(2,052

)

(2,653

)

Interest expense

 

39

 

197

 

71

 

496

 

Other, net

 

(6

)

38

 

(257

)

78

 

 

 

(630

)

(1,252

)

(2,238

)

(2,079

)

(Loss) income before income taxes

 

(6,314

)

4,116

 

12,354

 

20,015

 

 

 

 

 

 

 

 

 

 

 

Income tax (benefit) expense

 

(2,494

)

1,849

 

4,880

 

8,297

 

Net (loss) income

 

$

(3,820

)

$

2,267

 

$

7,474

 

$

11,718

 

 

 

 

 

 

 

 

 

 

 

Net (loss) income per share:

 

 

 

 

 

 

 

 

 

Basic

 

$

(0.29

)

$

0.18

 

$

0.57

 

$

0.92

 

Diluted

 

$

(0.29

)

$

0.17

 

$

0.57

 

$

0.90

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

13,032

 

12,787

 

13,020

 

12,691

 

Diluted

 

13,032

 

13,018

 

13,178

 

13,014

 

 

See accompanying notes to condensed consolidated financial statements.

 

2



Table of Contents

 

DECKERS OUTDOOR CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Cash Flows

(Unaudited)

(amounts in thousands)

 

 

 

Six months ended

 

 

 

June 30,

 

 

 

2008

 

2007

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

7,474

 

$

11,718

 

Adjustments to reconcile net income to net cash used in operating activities:

 

 

 

 

 

Depreciation, amortization and accretion

 

2,649

 

1,811

 

Provision for (recovery of) doubtful accounts, net

 

298

 

(249

)

Write-down of inventory

 

1,107

 

1,872

 

Loss on sale of short-term investments

 

6

 

 

Gain on disposal of property and equipment

 

(4

)

(25

)

Impairment loss

 

14,900

 

 

Deferred tax provision

 

4

 

 

Stock-based compensation

 

3,390

 

1,900

 

Changes in operating assets and liabilities:

 

 

 

 

 

Restricted cash

 

117

 

(1,250

)

Trade accounts receivable

 

17,209

 

19,619

 

Inventories

 

(62,133

)

(35,753

)

Prepaid expenses and other current assets

 

(1,531

)

(275

)

Income taxes receivable

 

(4,260

)

 

Other assets

 

(27

)

(18

)

Trade accounts payable

 

14,244

 

2,740

 

Accrued expenses

 

(5,950

)

(575

)

Income taxes payable

 

(17,498

)

(7,303

)

Long-term liabilities

 

2,639

 

 

Net cash used in operating activities

 

(27,366

)

(5,788

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Purchases of short-term investments

 

(173,714

)

(130,504

)

Proceeds from sales of short-term investments

 

239,334

 

128,682

 

Purchases of property and equipment

 

(9,843

)

(2,065

)

Proceeds from sale of property and equipment

 

56

 

54

 

Acquisition of TSUBO, LLC

 

(5,876

)

 

Net cash provided by (used in) investing activities

 

49,957

 

(3,833

)

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Excess tax benefits from stock-based compensation

 

2,340

 

4,996

 

Cash received from issuances of common stock

 

210

 

966

 

Net cash provided by financing activities

 

2,550

 

5,962

 

 

 

 

 

 

 

Effect of exchange rates on cash

 

(30

)

(11

)

 

 

 

 

 

 

Net change in cash and cash equivalents

 

25,111

 

(3,670

)

Cash and cash equivalents at beginning of period

 

54,525

 

34,255

 

Cash and cash equivalents at end of period

 

$

79,636

 

$

30,585

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Income taxes

 

$

24,297

 

$

10,604

 

Interest

 

561

 

 

Non-cash investing activity:

 

 

 

 

 

Accruals for purchases of property and equipment

 

$

788

 

$

16

 

Non-cash financing activity:

 

 

 

 

 

 

 

Accruals for net share settlement

 

$

862

 

$

 

 

See accompanying notes to condensed consolidated financial statements.

 

3



Table of Contents

 

DECKERS OUTDOOR CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(amounts in thousands, except share quantity and per share data)

 

(1)       General

 

(a)          Basis of Presentation

 

The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual audited consolidated financial statements and, in the opinion of management, reflect all adjustments necessary for a fair presentation for each of the periods presented.  The results of operations for interim periods are not necessarily indicative of results to be achieved for full fiscal years.  Our business is seasonal, with the highest percentage of UGG® brand net sales occurring in the third and fourth quarters of each year, the highest percentage of Teva® brand net sales occurring in the first and second quarters while the quarter with the highest percentage of annual net sales for the Simple® brand has varied from year to year.  In May 2008, the Company acquired 100% of the ownership interest of TSUBO®, LLC (see note 13).  The Company does not expect the TSUBO brand to have a significant effect on the seasonality of its net sales in 2008.

 

As contemplated by the Securities and Exchange Commission (the “SEC”) under Rule 10-01 of Regulation S-X, the accompanying condensed consolidated financial statements and related footnotes have been condensed and do not contain certain information that will be included in the Company’s annual consolidated financial statements and footnotes thereto.  For further information, refer to the consolidated financial statements and related footnotes for the year ended December 31, 2007 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007.

 

(b)         Use of Estimates

 

The preparation of the Company’s condensed consolidated financial statements in accordance with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these financial statements and accompanying notes.  Significant areas requiring the use of management estimates relate to inventory reserves, allowances for bad debts, returns, chargebacks and discounts, impairment assessments and charges, deferred taxes, depreciation and amortization, litigation and other contingency reserves, fair value and probability assessments for share-based awards, fair value of financial instruments, fair value of acquired intangibles, assets and liabilities.  Actual results could differ materially from these estimates.

 

(c)          Reclassifications

 

Certain items in the prior year’s condensed consolidated financial statements have been reclassified to conform to the current year presentation.

 

(2)       Stock Compensation

 

In May 2006, the Company adopted the 2006 Equity Incentive Plan, which was amended by Amendment No. 1 dated May 9, 2007 (as amended, the “2006 Plan”).  The primary purpose of the 2006 Plan is to encourage ownership in the Company by key personnel, whose long-term service is considered essential to the Company’s continued progress.  The 2006 Plan provides for 2,000,000 shares of the Company’s common stock that are reserved for issuance to employees, directors, or consultants.  The maximum aggregate number of shares that may be issued under the 2006 Plan through the exercise of incentive stock options is 1,500,000.  The 2006 Plan supersedes the Company’s 1993 Stock Incentive Plan, as amended (the “1993 Plan”), which was subsequently terminated for new grants.

 

The Company generally grants nonvested stock units (“NSUs”) annually to key personnel.  The NSUs granted pursuant to the 1993 Plan and the 2006 Plan entitle the employee recipients to receive shares of common stock in the Company, which generally vest in quarterly increments between the third and fourth anniversary of the grant.  Many of these awards include vesting that is also subject to achievement of certain performance targets.

 

In May 2007, the Company’s Board of Directors, upon recommendation of its Compensation Committee, adopted two new types of long-term incentive award agreements under the 2006 Plan for issuance to the Company’s current and future executive officers.  The new award types consist of stock appreciation right (“SAR”) awards and restricted stock unit (“RSU”) awards.  These awards vest subject to certain long-term performance objectives and certain long-term service conditions.  Provided that these conditions are met, one-half of the SAR and RSU awards vest 80% on December 31, 2010 and 20% on December 31, 2011, and one-half of the SAR and RSU awards vest 80% on December 31, 2015 and 20% on December 31, 2016.  In accordance with FASB Statement No. 123 (revised 2004), “Share-Based Payment,” (“SFAS 123R”), the Company recognizes expense only for those awards that management deems probable of achieving the performance and service objectives.

 

4



Table of Contents

 

DECKERS OUTDOOR CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(amounts in thousands, except share quantity and per share data)

 

On a quarterly basis, the Company grants 400 fully-vested shares of its common stock to each of its outside directors.  The fair value of such shares is expensed on the date of issuance.

 

The table below summarizes stock compensation amounts recognized in the condensed consolidated statements of income:

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Compensation expense recorded for:

 

 

 

 

 

 

 

 

 

Stock options

 

$

 

$

71

 

$

 

$

141

 

NSUs

 

321

 

548

 

1,384

 

964

 

SARs

 

559

 

343

 

1,102

 

343

 

RSUs

 

118

 

79

 

232

 

79

 

Directors’ shares

 

383

 

223

 

672

 

373

 

Total compensation expense

 

1,381

 

1,264

 

3,390

 

1,900

 

Income tax benefit recognized

 

(563

)

(516

)

(1,381

)

(776

)

Net compensation expense

 

$

818

 

$

748

 

$

2,009

 

$

1,124

 

 

The table below summarizes the total remaining unrecognized compensation cost related to nonvested awards and the weighted-average period over which the cost is expected to be recognized as of June 30, 2008:

 

 

 

Unrecognized
Compensation
Cost

 

Weighted-Average
Remaining Vesting
Period (Years)

 

NSUs

 

$

10,433

 

1.9

 

SARs

 

6,699

 

2.7

 

RSUs

 

1,413

 

2.7

 

Total

 

$

18,545

 

 

 

 

 

During the six months ended June 30, 2008, 86,000 NSUs were granted under the 2006 Plan.  The weighted-average grant-date fair value of these NSUs was $127.77.  Excluded from the table above are additional SARs and RSUs that vest 80% on December 31, 2015 and 20% on December 31, 2016.  As of June 30, 2008, the Company did not believe that the achievement of the performance objectives for the SAR and RSU awards with final vesting dates of December 31, 2016 was probable.  As of June 30, 2008, the additional unrecognized compensation cost related to the SAR and RSU awards with final vesting dates of December 31, 2016 was $8,144 and $1,256, respectively.

 

(3)       Comprehensive (Loss) Income

 

Comprehensive (loss) income is the total of net (loss) income and all other non-owner changes in equity. At June 30, 2008 and December 31, 2007, accumulated other comprehensive income of $455 and $282, respectively, consisted of net unrealized (losses) gains on short-term investments and cumulative foreign currency translation adjustment.

 

Comprehensive (loss) income is determined as follows:

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Net (loss) income

 

$

(3,820

)

$

2,267

 

$

7,474

 

$

11,718

 

Unrealized (loss) gain on short-term investments

 

(3

)

(116

)

95

 

(3

)

Cumulative foreign currency translation adjustment

 

 

(3

)

78

 

10

 

Total comprehensive (loss) income

 

$

(3,823

)

$

2,148

 

$

7,647

 

$

11,725

 

 

5



Table of Contents

 

DECKERS OUTDOOR CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(amounts in thousands, except share quantity and per share data)

 

 (4)      Income (loss) per Share

 

Basic net income (loss) per share represents net income (loss) divided by the weighted-average number of common shares outstanding for the period.  Diluted net income per share represents net income divided by the weighted-average number of shares outstanding, including the dilutive impact of potential issuances of common stock.  For the three months ended June 30, 2008, the Company had a net loss and therefore the dilutive impact of potential issuances of common stock was not included in the weighted-average shares used for diluted net loss per share.  For the three months ended June 30, 2007 and the six months ended June 30, 2008 and 2007, the difference between the weighted-average number of shares used in the basic computation and that used in the diluted computation resulted from the dilutive impact of options to purchase common stock and NSUs.

 

The reconciliations of basic to diluted weighted-average common shares outstanding are as follows:

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Weighted-average shares used in basic computation

 

13,032,000

 

12,787,000

 

13,020,000

 

12,691,000

 

Dilutive effect of stock options and NSUs

 

 

231,000

 

158,000

 

323,000

 

Weighted-average shares used for diluted computation

 

13,032,000

 

13,018,000

 

13,178,000

 

13,014,000

 

 

The Company excluded 157,000 options and NSUs that are not contingently issuable that are outstanding as of June 30, 2008 from the diluted net loss per share computation for the three months ended June 30, 2008, because they were anti-dilutive due to the net loss for the period.  All options and NSUs that are not contingently issuable that are outstanding as of June 30, 2008 and 2007 were included in the computation of diluted net income per share for the six months ended June 30, 2008 and 2007 and the three months ended June 30, 2007.

 

The Company excluded 86,000 contingently issuable shares of common stock underlying its NSUs, and all of its SARs and RSUs from the diluted net income per share computation for both the three and six months ended June 30, 2008.  The Company excluded 77,000 contingently issuable shares of common stock underlying its NSUs from the diluted net income per share computation for both the three and six months ended June 30, 2007.  The shares were excluded because the necessary conditions had not been satisfied for the shares to be issuable based on the Company’s performance through June 30, 2008 and 2007.

 

(5)       Restricted Cash

 

In January 2007, the Company entered into an escrow agreement by and among Deckers Outdoor Corporation, MacGillivray Freeman Films, Inc., and Comerica Bank.  The escrow agreement was initiated in conjunction with the Company’s purchase obligation with a movie production company for advertising services.  As a result of the agreement, during the six months ended June 30, 2008, the Company paid $250 of the purchase obligation and the Company has $1,000 of restricted cash remaining as of June 30, 2008.  Film production was completed and the movie was released in March 2008. Accordingly, the Company recorded the full $1,250 obligation as advertising expense during the first quarter of 2008.  Of the total restricted cash related to this purchase obligation, $300 is short-term and is included as a current asset, and the remaining $700 is long-term and is included as a noncurrent asset in the Company’s condensed consolidated balance sheet at June 30, 2008.  The escrow agreement contains a disbursement schedule according to when the remaining funds will be disbursed to the production company, which is as follows:

 

 

 

 

January 2009

 

$

300

 

January 2010

 

300

 

January 2011

 

200

 

January 2012

 

200

 

 

 

$

1,000

 

 

In addition, the Company had $133 of short-term restricted cash as of June 30, 2008 held in trust as a bond for an overseas legal matter.

 

6



Table of Contents

 

DECKERS OUTDOOR CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(amounts in thousands, except share quantity and per share data)

 

(6)       Short-term and Long-term Investments

 

Short-term investments are classified as available for sale under the provisions of SFAS No. 115, “Accounting for Certain Investments in Debt and Equity Securities.” Accordingly, the short-term investments are reported at fair value, with any unrealized gains and losses included as a separate component of stockholders’ equity. Interest and dividends are included in interest income in the condensed consolidated statements of income.  Securities with original maturities of three months or less are classified as cash equivalents. Those that mature over three months from their original date and in less than one year are classified as short-term investments, as the funds are used for working capital requirements. The fair values of the Company’s investments are shown in the table below. The Company has determined that the decline in fair values included in the table below are temporary, and therefore the unrealized losses have not been included in the condensed consolidated statements of operations.  As of June 30, 2008, the Company holds $2,250 of auction rate securities that experienced failed auctions during the six months then ended.  Based on current market conditions, it is not known when or if the capital markets will achieve successful auctions or make use of other alternatives such as redemptions or the restructuring of these securities.  Due to these uncertainties, as of June 30, 2008, the Company has reclassified the entire $2,250 of auction rate securities to long-term investments.  The Company has not taken an impairment charge related to these securities during the six months ended June 30, 2008.  The Company based its determination on several factors, including that published market values for these securities were at 100% of par value as of June 30, 2008, although evolving secondary markets have indicated price ranges between 88% and 90% of par value. In addition, there are publicly announced redemption proposals to liquidate these types of securities in 2008 and the Company believes its liquidity position as of June 30, 2008 is sufficient to allow for the time necessary for these securities to be liquidated at par value.

 

The fair value for each of the assets in the table below, other than auction rate securities, was determined based on quoted prices in active markets for identical assets, categorized as Level 1 inputs under FASB Statement No. 157 (“SFAS 157”), “Fair Value Measurements”.  The fair value for the auction rate securities was determined based on quoted prices in a market that is not active due to the recent failed auctions of those securities.  Therefore, the fair value for the auction rate securities is based on inputs categorized as Level 2 inputs under SFAS 157.

 

 

 

June 30, 2008

 

December 31, 2007

 

 

 

Cost

 

Unrealized
(Losses)
Gains

 

Fair Value

 

Cost

 

Unrealized
(Losses)
Gains

 

Fair Value

 

Short-term Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

Certificates of deposit

 

$

1,001

 

$

 

$

1,001

 

$

6,998

 

$

(21

)

$

6,977

 

Government and agency securities

 

39,193

 

4

 

39,197

 

3,992

 

8

 

4,000

 

Corporate bonds

 

4,997

 

(20

)

4,977

 

33,558

 

(98

)

33,460

 

Variable rate demand notes

 

 

 

 

47,830

 

 

47,830

 

Auction rate securities/DRDs

 

 

 

 

21,300

 

 

21,300

 

Total Short-term Investments

 

$

45,191

 

$

(16

)

$

45,175

 

$

113,678

 

$

(111

)

$

113,567

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Long-term Investments

 

 

 

 

 

 

 

 

 

 

 

 

 

Auction rate securities/DRDs

 

2,250

 

 

2,250

 

 

 

 

Total Long-term Investments

 

$

2,250

 

$

 

$

2,250

 

$

 

$

 

$

 

 

(7)       Credit Facility

 

The Company’s revolving credit facility with Comerica Bank (the “Facility”) provides for a maximum availability of $20,000.  Up to $10,000 of borrowings may be in the form of letters of credit. The Facility bears interest at the lender’s prime rate (5.00% at June 30, 2008) or, at the Company’s option, at the London Interbank Offered Rate, or LIBOR, (2.46% at June 30, 2008) plus 1.0% to 2.5%, depending on the ratio of liabilities to earnings before interest, taxes, depreciation and amortization, and is secured by substantially all assets. The Facility includes annual commitment fees of $60 per year and expires on June 1, 2010.  At June 30, 2008, the Company had no outstanding borrowings under the Facility and outstanding letters of credit aggregated $605.  As a result, $19,395 was available under the Facility at June 30, 2008.

 

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Table of Contents

 

DECKERS OUTDOOR CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(amounts in thousands, except share quantity and per share data)

 

The agreements underlying the Facility contain certain financial covenants including a quick ratio requirement, profitability requirements and a tangible net worth requirement, among others, as well as a prohibition on the payment of dividends. Due to the Teva impairment and resulting loss from operations, see Note 12, “Goodwill and Other Intangible Assets,” the Company was in default because it had less than $1,000 of net income for the three months ended June 30, 2008. The Company and Comerica have agreed to execute a waiver through June 30, 2008 of this technical default.

 

(8)       Income Taxes

 

Income taxes for the interim periods are computed using the effective tax rate estimated to be applicable for the full fiscal year, which is subject to ongoing review and evaluation by management.  For the three months ended June 30, 2008, the Company recorded an income tax benefit of $2,494, representing an effective income tax rate of 39.5%.  For the three months ended June 30, 2007, the Company recorded an income tax expense of $1,849, representing an effective income tax rate of 44.9%.  For the six months ended June 30, 2008 and 2007, the Company recorded income tax expense of $4,880 and $8,297, respectively, representing an effective income tax rate of 39.5% and 41.5%, respectively.  The decrease in the effective tax rate was primarily due to a greater proportion of overall anticipated annual pre-tax income from international jurisdictions, which have lower income tax rates than the U.S., and was partially offset by $4,470 of impairment loss attributable to a foreign subsidiary that receives no tax benefit from the charge, as this subsidiary is in a tax free jurisdiction.

 

A reconciliation of the beginning and ending amount of total unrecognized tax benefits is as follows:

 

Balance at January 1, 2008

 

$

3,588

 

Gross increase related to current year tax positions

 

342

 

Gross decrease due to settlements with taxing authorities

 

(95

)

Balance at June 30, 2008

 

$

3,835

 

 

The amount of unrecognized tax benefits that, if recognized, would affect the effective tax rate as of June 30, 2008 was $2,212. Since the adoption of Financial Accounting Standards Board Interpretation No. 48 (“FIN 48”), “Accounting for Uncertainty in Income Taxes,” the Company has accounted for interest and penalties generated by income tax contingencies as interest expense in the condensed consolidated statements of operations. There was an insignificant amount of interest expense recognized in the six months ended June 30, 2008.  The amount of interest accrued in the condensed consolidated balance sheet as of June 30, 2008 was $449.

 

(9)       Recent Accounting Pronouncements

 

In September 2006, the FASB issued Statement No. 157 (“SFAS 157”), “Fair Value Measurements.” SFAS 157 standardizes the definition and approaches for fair value measurements of financial instruments for those standards which already permit or require the use of fair value. It does not require any new fair value measurements. SFAS 157 defines a hierarchy for valuation techniques and also requires additional disclosures. The provisions of SFAS 157 were effective for the Company as of January 1, 2008. The FASB has deferred the effective date of SFAS 157 only as it relates to fair value measurement requirements for nonfinancial assets and liabilities that are not measured at fair value on a recurring basis to fiscal years beginning after December 15, 2008. The Company has only partially applied SFAS 157, and has not applied SFAS 157 to its intangible assets. The adoption of this statement did not have a material effect on the Company’s condensed consolidated financial statements.

 

In February 2007, the FASB issued Statement No. 159 (“SFAS 159”), “The Fair Value Option for Financial Assets and Financial Liabilities — Including an amendment of FASB Statement No. 115.” SFAS 159 provides companies the option to measure many financial instruments and certain other items at fair value. This provides companies the opportunity to mitigate volatility in earnings caused by measuring instruments differently without complex hedge accounting provisions. SFAS 159 was effective for the Company beginning January 1, 2008. The adoption of this statement did not have a material effect on the Company’s condensed consolidated financial statements.

 

In December 2007, the FASB issued Statement No. 141 (revised 2007) (“SFAS 141R”), “Business Combinations.” The objective of SFAS 141R is to improve the relevance, representational faithfulness, and comparability of the information that a reporting entity provides in its financial reports about a business combination and its effects. SFAS 141R requires that all business combinations be accounted for by applying the acquisition method (previously referred to as the purchase method), and most identifiable assets, liabilities, noncontrolling interests, and goodwill acquired in business combinations to be recorded at “full fair value.” SFAS 141R also broadens the definition of a business and changes the treatment of direct acquisition-related costs from being included in the purchase price to instead being generally expensed if they are not costs

 

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Table of Contents

 

DECKERS OUTDOOR CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(amounts in thousands, except share quantity and per share data)

 

associated with issuing debt or equity securities. SFAS 141R is effective for the Company beginning January 1, 2009, and will be applied prospectively to any new business combinations.

 

In December 2007, the FASB issued Statement No. 160 (“SFAS 160”), “Noncontrolling Interests in Consolidated Financial Statements — an amendment of ARB No. 51.” The objective of SFAS 160 is to improve the relevance, comparability, and transparency of the financial information that a reporting entity provides in its consolidated financial statements by establishing accounting and reporting standards for noncontrolling interests in a subsidiary and for the deconsolidation of a subsidiary. SFAS 160 specifies that noncontrolling interests (previously referred to as minority interests) be reported as a separate component of equity, not as a liability or other item outside of equity, which changes the accounting for transactions with noncontrolling interest holders. SFAS 160 is effective for the Company beginning January 1, 2009, and will be applied prospectively to all noncontrolling interests, including any that arise before that date.

 

In March 2008, the FASB issued Statement No. 161 (“SFAS 161”), “Disclosures about Derivative Instruments and Hedging Activities — an amendment of FASB Statement No. 133.”  The objective of SFAS 161 is to improve the transparency of financial reporting by requiring additional disclosures about an entity’s derivative and hedging activities. This Statement is effective for the Company beginning January 1, 2009, with early application encouraged. This Statement encourages, but does not require, comparative disclosures for earlier periods at initial adoption.  The Company will apply this Statement prospectively to any new derivative and hedging activities entered into on or after the effective date.

 

In May 2008, the FASB issued Statement No. 162 (“SFAS 162”), “The Hierarchy of Generally Accepted Accounting Principles.”  The objective of SFAS 162 is to identify the sources of generally accepted accounting principles (“GAAP”) and provide a framework, or hierarchy, for selecting the principles to be used in preparing U.S. GAAP financial statements for nongovernmental entities.  This Statement is effective 60 days following the Security and Exchange Commission’s approval of the Public Company Accounting Oversight Board’s related amendments to AU (Auditing Standard) Section 411, “The Meaning of Present Fairly in Conformity with Generally Accepted Accounting Principles.”  The Company does not expect the adoption of this Statement to have a material effect on its condensed consolidated financial statements.

 

(10)     Business Segments, Concentration of Business, and Credit Risk and Significant Customers

 

The Company’s accounting policies of the segments below are the same as those described in the summary of significant accounting policies, except that the Company does not allocate interest, income taxes, non-operating income and expenses or certain unusual items to segments. The Company evaluates segment performance based on net sales and income or loss from operations. The Company’s reportable segments include the strategic business units responsible for the worldwide wholesale operations of each of its brands, its eCommerce business and its retail store business. The wholesale operations of each brand are managed separately because each requires different marketing, research and development, design, sourcing and sales strategies. The eCommerce and retail store segments are managed separately because they are direct to consumer sales, while the brand segments are wholesale sales.  The income or loss from operations for each of the segments includes only those costs which are specifically related to each segment, which consist primarily of cost of sales, costs for research and development, design, marketing, sales, commissions, bad debts, depreciation, amortization and the costs of employees and their respective expenses that are directly related to each business segment. The unallocated corporate overhead costs are the shared costs of the organization and include the following: costs of the distribution centers, certain executive compensation, the international division’s operating expenses, accounting and finance, legal, information technology, credit and collections, human resources  and facilities costs, among others.  The operating income or loss derived from the sales to third parties of the eCommerce segment and the retail store segment is separated into two components:  (i) the wholesale profit is included in the operating income or loss of each of the brands, and (ii) the retail profit is included in the operating income or loss of the eCommerce segment and the retail store segment.

 

In May 2008, the Company acquired 100% of the ownership interest of TSUBO, LLC (see note 13).  The wholesale operations of the TSUBO brand is a new reportable segment presented in the figures below.

 

In prior years, eCommerce and retail stores were one reportable segment, Consumer Direct.  The figures presented below for the period ended June 30, 2007 show the breakdown of the Consumer Direct segment into the current format of two reportable segments, eCommerce and retail stores.

 

Net sales and operating income (loss) by business segment are summarized as follows:

 

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Table of Contents

 

DECKERS OUTDOOR CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(amounts in thousands, except share quantity and per share data)

 

 

 

Three months ended

 

Six months ended

 

 

 

June 30,

 

June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Net sales to external customers:

 

 

 

 

 

 

 

 

 

UGG wholesale

 

$

54,373

 

$

23,047

 

$

89,755

 

$

43,191

 

Teva wholesale

 

22,888

 

21,686

 

59,697

 

59,410

 

Simple wholesale

 

3,728

 

1,865

 

8,116

 

5,488

 

TSUBO wholesale

 

653

 

 

653

 

 

eCommerce

 

6,422

 

4,877

 

22,058

 

13,793

 

Retail stores

 

3,052

 

1,255

 

8,372

 

3,423

 

 

 

$

91,116

 

$

52,730

 

$

188,651

 

$

125,305

 

 

 

 

 

 

 

 

 

 

 

(Loss) income from operations:

 

 

 

 

 

 

 

 

 

UGG wholesale

 

$

16,529

 

$

7,219

 

$

33,182

 

$

15,914

 

Teva wholesale*

 

(9,093

)

5,174

 

(255

)

17,847

 

Simple wholesale

 

114

 

(837

)

167

 

(863

)

TSUBO wholesale

 

(60

)

 

(60

)

 

eCommerce

 

1,512

 

1,305

 

6,705

 

4,268

 

Retail stores

 

(369

)

(438

)

(100

)

(483

)

Unallocated overhead costs

 

(15,577

)

(9,559

)

(29,523

)

(18,747

)

 

 

$

(6,944

)

$

2,864

 

$

10,116

 

$

17,936

 

 


* Included in Teva loss from operations is an impairment loss of $14,900 during the second quarter of 2008 (see note 11).

 

Business segment asset information is summarized as follows:

 

 

 

June 30,

 

December 31,

 

 

 

2008

 

2007

 

Total assets for reportable segments:

 

 

 

 

 

UGG wholesale

 

$

132,562

 

$

93,554

 

Teva wholesale

 

62,219

 

78,612

 

Simple wholesale

 

10,170

 

5,648

 

TSUBO wholesale

 

7,620

 

 

eCommerce

 

678

 

491

 

Retail stores

 

6,620

 

5,413

 

 

 

$

219,869

 

$

183,718

 

 

The assets allocable to each reporting segment generally include accounts receivable, inventory, intangible assets and certain other assets, that are specifically identifiable with one of the Company’s segments.   Unallocated corporate assets are the assets not specifically related to one of the segments and generally include the Company’s cash and cash equivalents, short-term and long-term investments, deferred tax assets, and various other assets shared by the Company’s segments.  Reconciliations of total assets from reportable segments to the condensed consolidated balance sheets are as follows:

 

 

 

June 30,

 

December 31,

 

 

 

2008

 

2007

 

Total assets for reportable segments

 

$

219,869

 

$

183,718

 

Unallocated deferred tax assets

 

8,641

 

8,646

 

Other unallocated corporate assets

 

149,129

 

177,668

 

Consolidated total assets

 

$

377,639

 

$

370,032

 

 

The majority of the Company’s sales are to customers throughout the U.S.  The Company also has sales to foreign distributors located in Europe, Canada, Australia, Asia, and Latin America, among other regions.  International sales were 37.3% and 27.8% of the Company’s total net sales for the three months ended June 30, 2008 and 2007, respectively. International sales were 28.0% and 25.2% of the Company’s total net sales for the six months ended June 30, 2008 and 2007, respectively. The

 

10



Table of Contents

 

DECKERS OUTDOOR CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(amounts in thousands, except share quantity and per share data)

 

Company does not consider international operations a separate segment, as management reviews such operations in the aggregate with the aforementioned segments.

 

As of June 30, 2008, approximately $7,481of trademarks and $466 of goodwill are held in Bermuda by a subsidiary of the Company.  Substantially all other long-lived assets are held in the U.S.

 

Management performs regular evaluations concerning the ability of its customers to satisfy their obligations and records a provision for doubtful accounts based upon these evaluations.  No single customer accounted for more than 10% of the Company’s net sales for either the six months ended June 30, 2008 or 2007. As of June 30, 2008, the Company had two customers representing 15.9% and 15.8%, respectively, of net trade accounts receivable and as of December 31, 2007, the Company had one customer representing 34.2 % of net trade accounts receivable.

 

The Company’s production and sourcing is concentrated in China, New Zealand and Australia, with the majority of its production at six independent contractor factories in China. The Company may change suppliers as circumstances warrant. The Company’s operations are subject to the customary risks of doing business abroad, including, but not limited to, currency fluctuations, customs duties and related fees, various import controls and other nontariff barriers, restrictions on the transfer of funds, labor unrest and strikes, changes in labor laws, and, in certain parts of the world, political instability.

 

(11)     Goodwill and Other Intangible Assets

 

In accordance with SFAS 142, the Company performed its annual impairment test of nonamortizable intangible assets using market value approaches and valuation techniques as of December 31, 2007, and determined that there was no impairment of goodwill or other intangible assets.  As of June 30, 2008, the Company’s inability to reach its 2008 Teva brand period to date sales targets along with a reduced long-term forecast for Teva brand sales growth were indicators that the Teva goodwill and other intangible assets were possibly impaired.  As a result, the Company conducted an interim impairment evaluation of the Teva goodwill and other intangible assets using market value approaches and valuation techniques as of June 30, 2008 and concluded that the Teva goodwill was not impaired, but the fair value of the Teva trademarks was lower than the carrying amount. Therefore, the Company recognized an impairment loss of $14,900 on the Teva trademarks during the three months ended June 30, 2008.  The method used to determine the fair value of the trademarks was a royalty relief method using discounted cash flows to determine future royalty revenue and expenses.  The impairment loss recorded in the period ended June 30, 2008 is included in a separate line item within income (loss) from operations, and as a part of the Teva reportable segment. The determination of fair value involves significant judgment and estimates, including forecasted revenues, discount rates, market multiples, royalty rates and probability assessments, among others. Accordingly, changes to such judgments and estimates could result in impairments in future periods. As of June 30, 2008, the Company had $11,900 and $20,800 of Teva related goodwill and trademarks, respectively.

 

In May 2008, the Company acquired 100% of the ownership interest of TSUBO, LLC (see note 13).  The preliminary purchase price allocation, subject to a one year adjustment period, resulted in the recognition of goodwill of $3,436, nonamortizable intangible assets of $1,970 related to the TSUBO trademarks and trade name, as well as $470 of amortizable intangible assets related to TSUBO brand distributor relationships.  The amortizable intangible assets are being amortized over four years, and the remaining balance, net of accumulated amortization, was $450 as of June 30, 2008.  As of June 30, 2008 and December 31, 2007, the Company had total goodwill of $21,466 and $18,030, respectively.

 

(12)     Contingencies

 

As disclosed in the Company’s Annual Report on Form 10-K/A for the year ended December 31, 2006, the Company has certain tax obligations to authorities in China for one of the Company’s foreign subsidiaries, Holbrook Limited, a Hong Kong company. The Company has paid certain amounts against these obligations and has also negotiated certain reductions of previously accrued amounts. In accordance with SFAS No. 5, “Accounting for Contingencies,” as of June 30, 2008, management has determined the remaining liability for such matters to be approximately $1,600, and has accrued this amount in current liabilities. The remaining liability may continue to change in future periods as a result of negotiations with the taxing authorities and the accrual of interest charges that may continue to be incurred through settlement. Because these matters relate in part to employment related tax matters, there is a level of subjectivity utilized in the interpretation of the application of tax and employment related laws and regulations. Accordingly, the amounts as ultimately negotiated and settled may differ from the Company’s estimates.

 

The Company is currently involved in various legal claims arising from the ordinary course of its business.  Management does not believe that the disposition of these matters will have a material effect on the Company’s consolidated financial position or results of operations.  The Company indemnifies its licensees, distributors and certain promotional partners in connection with claims alleging use of the Company’s licensed intellectual property.  The terms of the agreements range up to five years initially and do not provide for a limitation on the maximum potential future payments.  Management believes the likelihood of any payments is remote and would be immaterial.  The Company is not currently involved in any indemnification matters in regards to its intellectual property.

 

11



Table of Contents

 

DECKERS OUTDOOR CORPORATION

AND SUBSIDIARIES

Notes to Condensed Consolidated Financial Statements

(Unaudited)

(amounts in thousands, except share quantity and per share data)

 

(13)     Business Combinations

 

In May 2008, the Company acquired 100% of the ownership interest of TSUBO, LLC.  The purchase price was $5,876 in cash plus a potential future earn-out, subject to customary working capital adjustments.  The potential earn-out is based on the amount, if any, that revenue from sales of TSUBO brand products exceed certain base revenue levels for each year from 2008 to 2012.  There is no maximum to this potential earn-out.   The earn-out for each year, if any, will be payable within sixty days after the end of each year.  In accordance with FASB Statement No. 141, “Business Combinations,” the potential earn-out is contingent consideration and any earn-outs will be recognized when the contingency is resolved and the consideration becomes payable for a given year.  The substance of this earn-out is to provide compensation for services, and therefore will be recognized as expense of the appropriate periods.  The results of operations of TSUBO, LLC from May 6, 2008 through June 30, 2008 are included in the Company’s condensed consolidated financial statements.

 

Founded in 1998 and headquartered in Carlsbad, California, TSUBO is a high-end casual footwear brand with products for men and women.  The brand focuses on ergonomics and style, with a full line of sport and dress casuals, boots, sandals and heels constructed to provide consumers with contemporary footwear that incorporates style, function and maximum comfort. The TSUBO brand utilizes a proprietary bubble outsole design as well as environmentally friendly materials in the design and manufacturing process in order to achieve their distinct look and feel. TSUBO products are sold throughout the United States primarily at department stores and independent shoe stores, as well as in more than a dozen countries worldwide.

 

The Company made this acquisition because it believes that the TSUBO brand complements its existing portfolio of lifestyle brands, and that the TSUBO brand’s target consumer, product selection, industry niche and relative under-penetration in the marketplace make it a good fit for the Company. The preliminary purchase price allocation, subject to a one year adjustment period, resulted in the recognition of $3,436 of goodwill, and was determined, in part, based on the Company’s expectation that it can leverage its design, marketing and distribution capabilities to grow the TSUBO brand into a meaningful business over the next few years, consistent with the Company’s mission to build niche brands into global market leaders.

 

(14)     Subsequent Events

 

In July 2008, the Company entered into a joint venture with Stella International Holdings Limited for the opening of retail stores and wholesale distribution for the UGG brand in China.  The joint venture is owned 51% by the Company and 49% by Stella International.  The initial investment in the joint venture is $1,000 contributed by each party in proportion to their respective ownership in the joint venture. The estimated total investment amount for the joint venture by the Company and Stella International is approximately $5,000.

 

12



Table of Contents

 

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

 

Forward-Looking Statements

 

The matters discussed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and elsewhere in this report that are not historical are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We sometimes use words such as “anticipate,” “believe,” “continue,” “estimate,” “expect,” “intend,” “may,” “plan,” “project,” “will” and similar expressions, as they relate to us, our management and our industry, to identify forward-looking statements. Forward-looking statements relate to our expectations, beliefs, plans, strategies, prospects, future performance, anticipated trends and other future events. Specifically, this report and the information incorporated by reference in this report contain forward-looking statements relating to, among other things:

 

·        our business, growth, operating and financing strategies;

 

·        our product mix;

 

·        the success of new products;

 

·        our licensing strategy;

 

·        the impact of seasonality and weather on our operations;

 

·        expectations regarding our net sales and earnings growth;

 

·        expectations regarding our liquidity;

 

·        our future financing plans; and

 

·        trends affecting our financial condition or results of operations.

 

We have based our forward-looking statements largely on our current expectations and projections about future events and financial trends affecting our business. Actual results may differ materially. Some of the risks, uncertainties and assumptions that may cause actual results to differ from these forward-looking statements are described in our Annual Report for the year ended December 31, 2007 on Form 10-K under Item 1A. Risk Factors and in this Quarterly Report on Form 10-Q under Item 1A. Risk Factors. In light of these risks, uncertainties and assumptions, the forward-looking events and circumstances discussed in this report and the information incorporated by reference in this report might not happen.

 

You should read this report completely as well as the documents that we file as exhibits to this report and the documents that we incorporate by reference in this report, with the understanding that our future results may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements and we assume no obligation to update such forward-looking statements publicly for any reason.

 

The “Deckers,” “UGG,” “Teva,” “Simple,” and “TSUBO” families of related marks, images and symbols are our trademarks and intellectual property.  Other trademarks, trade names and service marks appearing in this report are the property of their respective holders.  References to “Deckers,” “we,” “us,” “our,” or similar terms refer to Deckers Outdoor Corporation together with its consolidated subsidiaries.  Unless otherwise specifically indicated, all dollar amounts herein are expressed in thousands, except for share quantity, per share data, and weighted-average wholesale prices per pair.

 

Overview

 

We are a leading designer, producer and brand manager of innovative, high-quality footwear and the category creator in the luxury sheepskin, sport sandal and sustainable footwear segments. We market our products primarily under four proprietary brands:

 

·      UGG®: Authentic luxury sheepskin boots and a full line of luxury and comfort footwear and accessories;

 

·      Teva®: High performance sport shoes and rugged outdoor footwear;

 

13



Table of Contents

 

·

 

Simple®: Innovative sustainable-lifestyle footwear and accessories; and

 

 

 

·

 

TSUBO®: High-end casual footwear that incorporates style, function and maximum comfort.

 

We sell our brands through our quality domestic retailers and international distributors and directly to our end-user consumers through our eCommerce business and our retail stores. We sell our footwear in both the domestic market and in international markets.  Independent third parties manufacture all of our products.

 

Our business has been impacted by several important trends affecting our end markets:

 

·

 

The markets for casual, outdoor and athletic footwear have grown significantly during the last decade. We believe this growth is a result of the trend toward casual dress in the workplace, increasingly active outdoor lifestyles and a growing emphasis on comfort.

 

 

 

·

 

Consumers are more often seeking footwear designed to address a broader array of activities with the same quality, comfort and high performance attributes they have come to expect from traditional athletic footwear.

 

 

 

·

 

Our customers have narrowed their footwear product breadth, focusing on brands with a rich heritage and authenticity as market category creators and leaders.

 

 

 

·

 

Consumers have become increasingly focused on luxury and comfort, seeking out products and brands that are fashionable while still comfortable.

 

 

 

·

 

There is an emerging sustainable lifestyle movement happening all around the world. Consumers are demanding that brands and companies take a more responsible approach when it comes to protecting the environment.

 

By emphasizing our brands’ images and our focus on comfort, performance and authenticity, we believe we can maintain a loyal consumer following that is less susceptible to fluctuations caused by changing fashions and changes in consumer preferences.

 

Below is an overview of the various components of our business, including some of the important factors that affect each business and some of our strategies for growing each business.

 

UGG Brand Overview

 

The UGG brand has become a well-known brand throughout the country as well as internationally.  Over the past few years, our UGG brand has received increased media exposure including increased print media in national ads and cooperative advertising with our customers, which has contributed to broader public awareness of the UGG brand and significantly increased demand for the collection.  We believe that the increased media focus and demand for UGG products were driven by the following:

 

·

 

consumer brand loyalty, due to the luxury and comfort of UGG brand footwear,

 

 

 

·

 

increased marketing in high-end magazines,

 

 

 

·

 

successful targeting of high-end distribution,

 

 

 

·

 

adoption by high-profile film and television celebrities as a favored footwear brand,

 

 

 

·

 

increased media attention that has enabled us to introduce the brand to consumers much faster than we would have otherwise been able to,

 

 

 

·

 

continued geographic expansion across the U.S. and internationally, and

 

 

 

·

 

continued innovation of new product categories.

 

We believe the luxury and comfort features of UGG brand products will continue to drive long-term consumer demand.  Recognizing that there is a significant fashion element to UGG brand footwear and that footwear fashions fluctuate, our strategy seeks to prolong

 

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the longevity of the brand by offering a broader product line suitable for wear in a variety of climates and occasions and by limiting distribution to selected higher-end retailers.  As part of this strategy we have increased our product offering, including a growing Spring line, an expanded men’s line, as well as a Fall line that consists of a range of luxurious collections for both genders.  These collections include: new fashion collections, a variety of casual comfort collections, cold weather offerings, as well as our Classic, Ultra, Ultimate and Slippers collections.

 

For the first and second quarters of 2008, the UGG brand’s wholesale net sales increased 75.6% and 135.9%, respectively, and the UGG brand’s net sales including wholesale, eCommerce and retail store sales increased by approximately 83.6% and 130.6%, respectively, compared to the same periods in 2007.  Nevertheless, we cannot assure investors that UGG brand sales will continue to grow at their recent pace or that revenue from UGG products will not at some point decline.

 

Teva Brand Overview

 

In 2006 and 2007, we began repositioning the Teva brand to a younger target consumer, and dedicated significantly greater resources to product planning, design, and development, as well as to aggressive marketing.  These efforts led to an increase of approximately 9.2% in net sales of Teva products, including wholesale, eCommerce and retail store sales in fiscal 2007 compared to fiscal 2006.  However, for the first quarter of 2008, wholesale net sales of Teva products decreased by approximately 2.4%, and net sales of Teva products including wholesale, eCommerce and retail store sales decreased by approximately 2.6%, compared to the same period in 2007.  During the second quarter of 2008, wholesale net sales of Teva products increased by approximately 5.5%, and net sales of Teva products including wholesale, eCommerce and retail store sales increased by approximately 4.8%, compared to the same period in 2007.  We believe a sluggish domestic economy curtailed our Teva growth during this period.

 

As of June 30, 2008, our inability to reach our 2008 Teva brand period to date sales targets along with a reduced long-term forecast for Teva brand sales growth were indicators that the Teva goodwill and other intangible assets were possibly impaired.  As a result, we  conducted an interim impairment evaluation of the Teva goodwill and other intangible assets using market value approaches and valuation techniques as of June 30, 2008 and concluded that the Teva goodwill was not impaired, but the fair value of the Teva trademarks was lower than the carrying amount. Therefore, we recognized an impairment loss of $14,900 on the Teva trademarks during the three months ended June 30, 2008.  See Note 11, “Goodwill and Other Intangible Assets,” to the condensed consolidated financial statements.

 

We continue to see a significant shift in consumer preferences and lifestyles to include more outdoor recreational activities.  The Teva brand has remained popular among professional and amateur outdoor enthusiasts, who consider the brand authentic and performance oriented.  Our Spring and Fall 2008 product lines include new product introductions. Beginning with our Spring 2009 product line, we expect to significantly increase our efforts in the closed shoe arena, thus reducing our reliance on sandals and warm weather.

 

We intend to continue to explore opportunities to broaden the Teva brand’s distribution with quality, image-enhancing retailers both within and beyond the core outdoor specialty and sporting goods channels. Through effective channel management and product line segmentation, we plan to expand into new distribution channels without diluting our outdoor heritage and our appeal to outdoor enthusiasts.  Through appropriate channel product line expansion, we plan to broaden our product offerings to meet the performance and lifestyle needs of today’s outdoor consumer. However, we cannot assure investors that these efforts will be successful.

 

Simple Brand Overview

 

Simple Shoes is committed to innovation and bringing sustainable products to the market, growing the brand’s business while at the same time bringing environmental awareness and creating meaningful, environmentally friendly products for a global market.

 

The Simple brand is a world leader in sustainable footwear and accessories.  We feel that how we make Simple products is just as important as why we make them.  That means our goal is to find more sustainable and innovative ways of doing business.  We are committed to our goal of making Simple products 100% sustainable; thus, minimizing the ecological footprint left on the planet.  Beginning in Fall 2005, as a response to the massive amount of waste produced by the footwear industry, the Simple brand launched a new collection of sustainable footwear called Green Toe®. Green Toe represents a revolutionary shift in thinking about footwear by building a shoe from the inside out using sustainable materials and processes.

 

The progress in Green Toe has influenced the rest of the Simple product line, which has led to the development of additional product platforms, including ecoSNEAKS™ and PlanetWalkers®.  These new product collections also use sustainable materials such as water-based cements, organic cotton, British Leather Consortium (BLC) and International Standards Organization (ISO) 14001 leathers, hemp, and outsoles made from recycled car tires.  We promote our Simple brand by emphasizing that we make fun, casual, comfortable and sustainable footwear.  Our goal is to create a dialogue with the consumer through all communication vehicles and to show people that sustainability is an emerging lifestyle for everyone, not just

 

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environmentally conscious individuals.  Our print advertising campaigns include national publications and alternative weekly publications in select cities around the world.  Our online advertising campaign reaches consumers through websites that focus on sustainability as well as pop culture.  Additionally, we sponsor environmental-themed concerts, film festivals and green expos to showcase and tell the sustainable lifestyle brand story.

 

For the first and second quarters of 2008, wholesale net sales of Simple products increased by approximately 21.1% and 99.9%, respectively, and net sales of Simple products including wholesale, eCommerce and retail store sales increased by approximately 25.2% and 94.0%, respectively, compared to the same periods in 2007.  We expect Simple brand net sales growth including wholesale, eCommerce and retail store sales, to be higher year over year in 2008 compared to 2007.

 

TSUBO Brand Overview

 

In May 2008, we acquired 100% of the ownership interest of TSUBO, LLC.  The purchase price was $5,876 in cash plus a potential future earn-out, subject to customary working capital adjustments.

 

TSUBO, meaning pressure point in Japanese, was a company co-founded by British designer Nick O’Rorke in 1998.  The TSUBO brand was marketed as a high-end casual footwear company with products for men and women. The brand is the synthesis of ergonomics and style, with a full line of sport and dress casuals, boots, sandals and heels constructed to provide consumers with contemporary footwear that incorporates style, function and maximum comfort.  The product utilizes a proprietary bubble outsole design as well as environmentally friendly materials in the design and manufacturing process to achieve their distinct look and feel. TSUBO products are sold throughout the United States primarily at department stores and independent shoe stores, as well as in more than a dozen countries worldwide, including the United Kingdom, Canada, France, Belgium, Holland, Austria, Japan, Hong Kong, and Korea.

 

We believe that the TSUBO brand represents an ideal complement to our existing portfolio of lifestyle brands.  The TSUBO brand’s target consumer, product selection, industry niche and relative under-penetration in the marketplace make it a good fit for our business model.  In addition, the TSUBO brand’s commitment to quality distribution and its unique performance comfort platform allow us to develop a compelling brand story for the global marketplace.  We intend to leverage our design, marketing and distribution capabilities to grow the TSUBO brand into a meaningful business over the next few years, consistent with our mission to build niche brands into global market leaders.

 

eCommerce Overview

 

We acquired our eCommerce retailing business in November 2002.  Our eCommerce business, which sells all of our brands, enables us to meet the growing demand for these products, to sell the products at retail prices and to provide us with significant incremental operating income. From the time we initiated our eCommerce business through the end of 2007, we have had significant revenue growth, much of which occurred as the UGG brand gained popularity and as consumers have continued to increase reliance on the internet for footwear and other purchases.  For the first and second quarters of 2008, net sales of the eCommerce business increased by approximately 75.4% and 31.7%, respectively, compared to the same periods in 2007.  As our eCommerce sales have continued to increase, we do not expect these growth rates to continue.

 

Our eCommerce business consists of internet and catalog sales.  Managing our internet business requires us to focus on generating internet traffic to our websites, to effectively convert website visits into orders, and to maximize average order sizes.  We plan to continue to grow our internet business through improved website features and performance, increased marketing and international websites. Overall, our eCommerce business benefits from the strength of our brands and, as we grow our brands over time, we expect this division to continue to be an important segment of our business.

 

Retail Stores Overview

 

Based upon the success of our existing concept stores in Chicago and the SoHo area of New York City, we plan to open two additional UGG brand concept stores in 2008.  Our first west coast UGG brand concept store is expected to open in August in San Francisco near Union Square and our second New York City UGG brand concept store is expected to open near Lincoln Square in October.  In addition, we intend to open our sixth retail outlet store in New Jersey in November. In the United Kingdom, we plan to open two Deckers’ owned UGG brand stores in London in the fourth quarter of 2008.

 

In July 2008, we entered into a joint venture agreement with an affiliate of Stella International Holdings Limited for the opening of retail stores and wholesale distribution for the UGG brand in China.  Initial plans call for the opening of one to two stores in 2008. The joint venture is owned 51% by Deckers and 49% by Stella International. The total initial investment in the joint venture is $1,000

 

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contributed by both parties in proportion to their respective ownership in the joint venture. The estimated total investment amount by Deckers and Stella International for the joint venture is approximately $5,000.

 

Our retail stores enable us to directly impact our customers’ experience, meet the growing demand for these products, sell the products at retail prices and provide us with incremental operating income. Net sales of our retail store business increased 145.4% and 143.2% in the first and second quarters of 2008, respectively, compared to the same periods in 2007.  For those stores that were open during the first and second quarters of last year, same store sales grew by 46.1% and 59.4% when compared to the same period last year. We do not expect these growth rates to continue because as we increase the number of our stores, each new store is likely to have a reduced impact on our growth rate.

 

Seasonality

 

Our business is seasonal, with the highest percentage of UGG brand net sales occurring in the third and fourth quarters of each year and the highest percentage of Teva brand net sales occurring in the first and second quarters.  To date, the Simple and TSUBO brands have not had a seasonal impact on the Company.

 

 

 

2008

 

 

 

First
Quarter

 

Second
Quarter

 

 

 

 

 

Net sales

 

$

97,535

 

$

91,116

 

 

 

 

 

Income (loss) from operations*

 

$

17,060

 

$

(6,944

)

 

 

 

 

 

 

 

2007

 

 

 

First
Quarter

 

Second
Quarter

 

Third
Quarter

 

Fourth
Quarter

 

Net sales

 

$

72,575

 

$

52,730

 

$

129,381

 

$

194,243

 

Income from operations

 

$

15,072

 

$

2,864

 

$

30,660

 

$

56,957

 

 

 

 

2006

 

 

 

First
Quarter

 

Second
Quarter

 

Third
Quarter

 

Fourth
Quarter

 

Net sales

 

$

56,004

 

$

41,721

 

$

82,322

 

$

124,376

 

Income from operations**

 

$

8,823

 

$

3,913

 

$

17,191

 

$

21,515

 

 


*    Included in loss from operations in the second quarter of 2008 is a $14,900 impairment loss on our Teva trademarks.

**  Included in income from operations in the fourth quarter of 2006 is a $15,300 impairment loss on our Teva trademarks.

 

With the dramatic growth in the UGG brand in recent years, combined with the introduction of a Fall Teva product line, net sales in the second half of the year have exceeded that for the first half of the year.  Given our expectations for each of our brands in 2008, we currently expect this trend to continue.  Nonetheless, actual results could differ materially depending upon consumer preferences, availability of product, competition and our customers continuing to carry and promote our various product lines, among other risks and uncertainties.  See Item 1A. “Risk Factors.”

 

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Results of Operations

 

The following table sets forth certain operating data for the periods indicated.

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

June 30,

 

June 30,

 

 

 

2008

 

2007

 

2008

 

2007

 

Net sales by location:

 

 

 

 

 

 

 

 

 

U.S.

 

$

57,092

 

$

38,049

 

$

135,783

 

$

93,693

 

International

 

34,024

 

14,681

 

52,868

 

31,612

 

Total

 

$

91,116

 

$

52,730

 

$

188,651

 

$

125,305

 

 

 

 

 

 

 

 

 

 

 

Net sales by product line and eCommerce and retail store business:

 

 

 

 

 

 

 

 

 

UGG:

 

 

 

 

 

 

 

 

 

Wholesale

 

$

54,373

 

$

23,047

 

$

89,755

 

$

43,191

 

eCommerce

 

3,404

 

2,128

 

17,578

 

9,706

 

Retail stores

 

2,781

 

1,088

 

7,979

 

3,188

 

Total

 

60,558

 

26,263

 

115,312

 

56,085

 

Teva:

 

 

 

 

 

 

 

 

 

Wholesale

 

22,888

 

21,686

 

59,697

 

59,410

 

eCommerce

 

2,194

 

2,300

 

3,063

 

3,263

 

Retail stores

 

140

 

79

 

188

 

108

 

Total

 

25,222

 

24,065

 

62,948

 

62,781

 

Simple:

 

 

 

 

 

 

 

 

 

Wholesale

 

3,728

 

1,865

 

8,116

 

5,488

 

eCommerce

 

802

 

449

 

1,395

 

824

 

Retail stores

 

131

 

88

 

205

 

127

 

Total

 

4,661

 

2,402

 

9,716

 

6,439

 

TSUBO:

 

 

 

 

 

 

 

 

 

Wholesale

 

653

 

 

653

 

 

eCommerce

 

22

 

 

22

 

 

Total

 

675

 

 

675

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

91,116

 

$

52,730

 

$

188,651

 

$

125,305

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations by product line and eCommerce and retail store business:

 

 

 

 

 

 

 

 

 

UGG wholesale

 

$

16,529

 

$

7,219

 

$

33,182

 

$

15,914

 

Teva wholesale*

 

(9,093

)

5,174

 

(255

)

17,847

 

Simple wholesale

 

114

 

(837

)

167

 

(863

)

TSUBO wholesale

 

(60

)

 

(60

)

 

eCommerce

 

1,512

 

1,305

 

6,705

 

4,268

 

Retail stores

 

(369

)

(438

)

(100

)

(483

)

Unallocated overhead costs

 

(15,577

)

(9,559

)

(29,523

)

(18,747

)

Total

 

$

(6,944

)

$

2,864

 

$

10,116

 

$

17,936

 

 


* Included in Teva loss from operations is an impairment loss of $14,900 during the second quarter of 2008.

 

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The following table sets forth certain data as a percentage of net sales for the periods indicated, and the percent change in dollars of each item between the periods.

 

 

 

Three Months Ended

 

Percent

 

 

 

June 30,

 

Change

 

 

 

2008

 

2007

 

2008 to 2007

 

Net sales

 

100.0

%

100.0

%

72.8

%

Cost of sales

 

60.1

 

58.9

 

76.5

 

Gross profit

 

39.9

 

41.1

 

67.6

 

Selling, general and administrative expenses

 

31.2

 

35.7

 

50.8

 

Impairment loss

 

16.4

 

 

*

 

(Loss) income from operations

 

(7.6

)

5.4

 

(342.5

)

Other income, net

 

(0.7

)

(2.4

)

(49.7

)

(Loss) income before income taxes

 

(6.9

)

7.8

 

(253.4

)

Income taxes

 

(2.7

)

3.5

 

(234.9

)

Net (loss) income

 

(4.2

)%

4.3

%

(268.5

)%

 

 

 

Six Months Ended

 

Percent

 

 

 

June 30,

 

Change

 

 

 

2008

 

2007

 

2008 to 2007

 

Net sales

 

100.0

%

100.0

%

50.6

%

Cost of sales

 

56.3

 

56.0

 

51.2

 

Gross profit

 

43.7

 

44.0

 

49.7

 

Selling, general and administrative expenses

 

30.5

 

29.7

 

54.6

 

Impairment loss

 

7.9

 

 

*

 

Income from operations

 

5.4

 

14.3

 

(43.6

)

Other income, net

 

(1.2

)

(1.7

)

7.6

 

Income before income taxes

 

6.5

 

16.0

 

(38.3

)

Income taxes

 

2.6

 

6.6

 

(41.2

)

Net income

 

4.0

%

9.4

%

(36.2

)%

 


* Calculation of percentage change is not meaningful.

 

Three months Ended June 30, 2008 Compared to Three months Ended June 30, 2007

 

Overview.  For the three months ended June 30, 2008, we had net sales of $91,116 and loss from operations of $6,944, including a $14,900 impairment loss on our Teva trademarks, compared to net sales of $52,730 and income from operations of $2,864 for the three months ended June 30, 2007.  The increase in net sales was primarily due to an increase in UGG product sales.  The change in our operating performance resulted primarily from the Teva trademarks impairment loss as well as increased selling, general and administrative expenses, partially offset by increased net sales.

 

Net Sales.  Net sales increased by $38,386, or 72.8%, for the three months ended June 30, 2008 compared to the three months ended June 30, 2007.  This increase was primarily driven by strong sales for the UGG brand.  In addition, our weighted-average wholesale selling price per pair increased 24.5% to $30.94 for the three months ended June 30, 2008 from $24.85 for the three months ended June 30, 2007, resulting primarily from higher UGG sales, which generally carry a higher average selling price.  During the quarter, we experienced increases in the number of pairs sold of all of our brands, resulting in a 40.0% overall increase in the volume of footwear sold to 2.8 million pairs for the three months ended June 30, 2008 compared to 2.0 million pairs for the three months ended June 30, 2007.

 

Wholesale net sales of our UGG brand increased by $31,326, or 135.9%, for the three months ended June 30, 2008 compared to the three months ended June 30, 2007, primarily due to an increase in the number of pairs sold both domestically and internationally.

 

Wholesale net sales of our Teva brand increased by $1,202, or 5.5%, for the three months ended June 30, 2008 compared to the three months ended June 30, 2007, primarily due to an increase in the number of pairs sold.  We believe the brand’s performance was impacted by the challenging retail environment.

 

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Wholesale net sales of our Simple brand increased by $1,863, or 99.9%, for the three months ended June 30, 2008 compared to the three months ended June 30, 2007.  Simple’s performance was driven primarily by an increase in the average wholesale price per pair as well as an increase in the number of pairs sold.

 

Wholesale net sales of our TSUBO brand, which we acquired in May 2008, were $653 for the three months ended June 30, 2008.

 

Net sales of our eCommerce business increased by $1,545, or 31.7%, for the three months ended June 30, 2008 compared to the three months ended June 30, 2007.  For the three months ended June 30, 2008, net sales of the eCommerce business included sales of UGG products of $3,404, Teva products of $2,194, Simple products of $802 and TSUBO products of $22.  For the three months ended June 30, 2007, the breakdown consisted of sales of UGG products of $2,128, Teva products of $2,300 and Simple products of $449.

 

Net sales of our retail store business increased by $1,797, or 143.2%, for the three months ended June 30, 2008 compared to the three months ended June 30, 2007. For the three months ended June 30, 2008, net sales of the retail store business included sales of UGG products of $2,781, Teva products of $140 and Simple products of $131.  For the three months ended June 30, 2007, the breakdown consisted of sales of UGG products of $1,088, Teva products of $79 and Simple products of $88.

 

International sales, which are included in the segment sales above, for all of our products combined increased by $19,343, or 131.8%, for the three months ended June 30, 2008 compared to the three months ended June 30, 2007, representing 37.3% of net sales for the three months ended June 30, 2008 compared to 27.8% of net sales for the three months ended June 30, 2007.  The majority of the international sales growth in absolute dollars was from the UGG brand as well as the Simple brand in each of our international markets, while the sales of the Teva brand grew in certain of our international markets with a decline in Europe.

 

Gross Profit.  Gross profit increased by $14,651, or 67.6%, for the three months ended June 30, 2008, compared to the three months ended June 30, 2007.  As a percentage of net sales, gross margin was 39.9% for the three months ended June 30, 2008, compared to 41.1% for the three months ended June 30, 2007, primarily due to a higher overall impact of closeout sales as well as a higher proportion of international sales, which have a lower average gross margin than domestic sales.  Our gross margins fluctuate based on several factors and we expect our gross margin to decrease for the full year of 2008 over 2007.

 

Selling, General and Administrative Expenses.  Selling, general and administrative expenses, or SG&A, increased by $9,559, or 50.8%, for the three months ended June 30, 2008 compared to the three months ended June 30, 2007.  As a percentage of net sales, SG&A decreased to 31.2% for the three months ended June 30, 2008 compared to 35.7% for the three months ended June 30, 2007.  The increase in SG&A in absolute dollars resulted primarily from variable costs associated with the higher sales, such as commissions, marketing and other selling expenses, as well as an increase in personnel and share-based compensation costs, increased rent for additional distribution center space, increased legal costs due primarily to increased efforts to defend our intellectual property and two new retail stores that were not open in the second quarter of last year

 

Impairment Loss.  As of June 30, 2008, our inability to reach our 2008 Teva brand period to date sales targets along with a reduced long-term forecast for Teva brand sales growth were indicators that the Teva goodwill and other intangible assets were possibly impaired.  As a result, we  conducted an interim impairment evaluation of the Teva goodwill and other intangible assets using market value approaches and valuation techniques as of June 30, 2008 and concluded that the Teva goodwill was not impaired, but the fair value of the Teva trademarks was lower than the carrying amount. Therefore, we recognized an impairment loss of $14,900 on the Teva trademarks during the three months ended June 30, 2008.

 

(Loss) Income from Operations.  Loss from operations was $6,944 for the three months ended June 30, 2008 compared to income from operations of $2,864 for the three months ended June 30, 2007.  This change was due primarily to the impairment loss of $14,900.

 

Income from operations of UGG brand wholesale increased by $9,310, or 129.0%, for the three months ended June 30, 2008 compared to the three months ended June 30, 2007.  The increase was primarily the result of the higher sales volumes, partially offset by lower gross margins and increased marketing, divisional sales expenses, research and development expenses and commissions.

 

Loss from operations of Teva brand wholesale was $9,093 for the three months ended June 30, 2008 compared to income from operations of $5,174 for the three months ended June 30, 2007.  This loss resulted primarily from the $14,900 impairment charge on our Teva trademarks as well as higher marketing and divisional sales expenses, partially offset by increased net sales and lower bad debt expense.

 

Income from operations of Simple brand wholesale was $114 for the three months ended June 30, 2008 compared to a loss from operations of $837 for the three months ended June 30, 2007.  This improvement in performance was primarily due to higher sales and

 

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gross margins due to an increase in the average wholesale price per pair, partially offset by higher divisional sales expenses and marketing expense.

 

Loss from operations of TSUBO brand wholesale, which we acquired in May 2008, was $60 for the three months ended June 30, 2008.

 

Income from operations of our eCommerce business increased by $207, or 15.9%, for the three months ended June 30, 2008 compared to the three months ended June 30, 2007.  This was primarily due to the increase in net sales, partially offset by higher operating costs and marketing expenses.

 

Loss from operations of our retail store business decreased by $69, or 15.8% for the three months ended June 30, 2008 compared to the three months ended June 30, 2007.  This was primarily due to the increase in net sales and higher gross margins, partially offset by higher operating costs due to additional stores being opened during the three months ended June 30, 2008 which were not open in the same period of the prior year.

 

Unallocated overhead costs increased by $6,018, or 63.0%, for the three months ended June 30, 2008 compared to the three months ended June 30, 2007, resulting primarily from higher corporate payroll costs, including share-based compensation, and higher distribution center rent expense related to our additional space we added in December 2007.

 

Other (Income) Expense, Net.  Interest income decreased by $824, or 55.4%, for the three months ended June 30, 2008, compared to the three months ended June 30, 2007.  The decrease resulted primarily from the investment mix in lower risk, lower yielding investments as well as decreased rates of return.   Other expense was $33 for the three months ended June 30, 2008 compared to other expense of $235 for the three months ended June 30, 2007.  This was primarily due to a decrease in interest and penalties expenses related to certain tax matters in the Far East.

 

Income Taxes.  For the three months ended June 30, 2008, income tax benefit was $2,494, representing an effective income tax rate of 39.5%.  For the three months ended June 30, 2007, income tax expense was $1,849 representing an effective income tax rate of 44.9%.  The decrease in the effective tax rate was primarily due to a greater proportion of overall anticipated annual pre-tax income from international jurisdictions, which have lower income tax rates than the U.S., and was partially offset by $4,470 of impairment loss attributable to a foreign subsidiary that receives no tax benefit from the charge, as this subsidiary is in a tax free jurisdiction.  The effective tax rate is subject to ongoing review and evaluation by management and can vary from quarter to quarter.

 

Net (Loss) Income.   Our net loss for the three months ended June 30, 2008 was $3,820 compared with net income for the three months ended June 30, 2007 of $2,267, as a result of the items discussed above.  Our diluted net loss per share was $0.29 for the three months ended June 30, 2008 compared to diluted earnings per share of $0.17 in the same period of 2007.

 

Six months Ended June 30, 2008 Compared to Six months Ended June 30, 2007

 

Overview.  For the six months ended June 30, 2008, we had net sales of $188,651 and income from operations of $10,116, including a $14,900 impairment loss on our Teva trademarks, compared to net sales of $125,305 and income from operations of $17,936 for the six months ended June 30, 2007.  The increase in net sales was primarily due to higher UGG brand net sales.  Income from operations decreased primarily as a result of the impairment loss as well as increased selling, general and administrative expenses, partially offset by the increase in net sales.

 

Net Sales.  Net sales increased by $63,346, or 50.6%, for the six months ended June 30, 2008 compared to the six months ended June 30, 2007.  This increase was primarily driven by strong sales of our UGG brand.  In addition, our weighted-average wholesale selling price per pair increased 26.0% to $26.84 for the six months ended June 30, 2008 from $21.31 for the six months ended June 30, 2007, resulting primarily from higher UGG sales, which generally carry a higher average selling price.  We also experienced increases in the number of pairs sold of our UGG and Simple brands, partially offset by a decrease in the number of pairs sold of our Teva brand, resulting in a 17.0% overall increase in the volume of footwear sold to 6.2 million pairs for the six months ended June 30, 2008 compared to 5.3 million pairs for the six months ended June 30, 2007.

 

Wholesale net sales of our UGG brand increased by $46,564, or 107.8%, for the six months ended June 30, 2008 compared to the six months ended June 30, 2007, primarily due to an increase in the number of pairs sold as well as an increased weighted-average wholesale price per pair.

 

Wholesale net sales of our Teva brand increased by $287, or 0.5%, for the six months ended June 30, 2008 compared to the six months ended June 30, 2007, primarily due to an increase in the weighted-average wholesale price per pair, partially offset by a decrease in the number of pairs sold.  We believe the brand’s performance was impacted by the challenging retail environment.

 

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Wholesale net sales of our Simple brand increased by $2,628, or 47.9%, for the six months ended June 30, 2008 compared to the six months ended June 30, 2007.  Simple’s performance was driven primarily by an increase in the average wholesale price per pair as well as an increase in the number of pairs sold.

 

Wholesale net sales of our TSUBO brand were $653 for the six months ended June 30, 2008.

 

Net sales of our eCommerce business increased by $8,265, or 59.9%, for the six months ended June 30, 2008 compared to the six months ended June 30, 2007.  For the six months ended June 30, 2008, net sales of the eCommerce business included sales of UGG of $17,578, Teva of $3,063, Simple of $1,395 and TSUBO of $22.  For the six months ended June 30, 2007, the breakdown consisted of sales of UGG of $9,706, Teva of $3,263 and Simple of $824.

 

Net sales of our retail store business increased by $4,949, or 144.6%, for the six months ended June 30, 2008 compared to the six months ended June 30, 2007. For the six months ended June 30, 2008, net sales of the retail store business included sales of UGG of $7,979, Teva of $188 and Simple of $205.  For the six months ended June 30, 2007, the breakdown consisted of sales of UGG of $3,188, Teva of $108 and Simple of $127.

 

International sales, which are included in the segment sales above, for all of our products combined increased by $21,256 or 67.2%, for the six months ended June 30, 2008 compared to the six months ended June 30, 2007, representing 28.0% of net sales for the six months ended June 30, 2008 compared to 25.2% of net sales for the six months ended June 30, 2007.  The majority of the international sales growth in absolute dollars was from the UGG brand as well as the Simple brand in each of our international markets, while the Teva brand grew in certain of our international markets with a decline in Europe.

 

Gross Profit.  Gross profit increased by $27,382, or 49.7%, for the six months ended June 30, 2008, compared to the six months ended June 30, 2007.  As a percentage of net sales, gross margin was 43.7% for the six months ended June 30, 2008, compared to 44.0% for the six months ended June 30, 2007.  Our gross margins fluctuate based on several factors and we expect our gross margin to decrease for the full year of 2008 over 2007.

 

Selling, General and Administrative Expenses.  Selling, general and administrative expenses, or SG&A, increased by $20,302, or 54.6%, for the six months ended June 30, 2008 compared to the six months ended June 30, 2007.  As a percentage of net sales, SG&A increased to 30.5% for the six months ended June 30, 2008 compared to 29.7% for the six months ended June 30, 2007.  The increase in SG&A resulted primarily from variable costs associated with the higher sales, such as commissions, marketing and other selling expenses, as well as an increase in personnel and share-based compensation costs, increased rent for additional distribution center space, our portion of the production costs for the documentary IMAX film, “Grand Canyon Adventure, River at Risk,” which was sponsored by Teva and was released in IMAX theaters in March 2008, increased legal costs due primarily to increased efforts to defend our intellectual property, increased bad debt expense due primarily to a difficult retail environment and two new retail stores that were not open in the first six months of last year.

 

Impairment Loss.   As of June 30, 2008, our inability to reach our 2008 Teva brand period to date sales targets along with a reduced long-term forecast for Teva brand sales growth were indicators that the Teva goodwill and other intangible assets were possibly impaired.  As a result, we  conducted an interim impairment evaluation of the Teva goodwill and other intangible assets using market value approaches and valuation techniques as of June 30, 2008 and concluded that the Teva goodwill was not impaired, but the fair value of the Teva trademarks was lower than the carrying amount. Therefore, we recognized an impairment charge of $14,900 on the Teva trademarks during the three months ended June 30, 2008.

 

Income from Operations.  Income from operations decreased by $7,820, or 43.6%, for the six months ended June 30, 2008 compared to the six months ended June 30, 2007.  This decrease was due primarily to the impairment loss and the increase in SG&A expenses, partially offset by the increase in net sales and gross profit.

 

Income from operations of UGG wholesale increased by $17,268, or 108.5%, for the six months ended June 30, 2008 compared to the six months ended June 30, 2007.  The increase was primarily the result of the higher sales volumes, partially offset by increased divisional sales expenses, marketing and commissions.

 

Loss from operations of Teva was $255 for the six months ended June 30, 2008 compared to income from operations of $17,847 for the six months ended June 30, 2007.  This change resulted primarily from the $14,900 impairment loss on our Teva trademarks as well as lower gross margins and higher divisional expenses including our portion of the production costs for the documentary IMAX film, “Grand Canyon Adventure, River at Risk.”

 

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Income from operations of Simple wholesale was $167 for the six months ended June 30, 2008 compared to a loss from operations of $863 for the six months ended June 30, 2007.  This improvement in performance was primarily due to higher sales and gross margins due to an increase in the average wholesale price per pair, partially offset by higher divisional sales expenses, product design expenses and commission expense.

 

Loss from operations of TSUBO wholesale was $60 for the six months ended June 30, 2008.

 

Income from operations of our eCommerce business increased by $2,437, or 57.1%, for the six months ended June 30, 2008 compared to the six months ended June 30, 2007.  This was primarily due to the increase in net sales due to additional stores opened in 2008,  partially offset by higher operating costs and marketing expenses.

 

Loss from operations of our retail store business decreased by $383, or 79.3% for the six months ended June 30, 2008 compared to the six months ended June 30, 2007.  This was primarily due to the increase in net sales, partially offset by higher operating costs.

 

Unallocated overhead costs increased by $10,776, or 57.5%, for the six months ended June 30, 2008 compared to the six months ended June 30, 2007, resulting primarily from higher corporate payroll costs, including share-based compensation, and higher distribution center rent expense related to additional space added in December 2007.

 

Other (Income) Expense, Net.  Interest income decreased by $601, or 22.7%, for the six months ended June 30, 2008, compared to the six months ended June 30, 2007.  The decrease resulted primarily from the investment mix in lower risk, lower yielding investments as well as decreased rates of return. Other income was $186 for the six months ended June 30, 2008 compared to other expense of $574 for the six months ended June 30, 2007.  This was primarily due to the reversal of penalties during the six months ended June 30, 2008 that were previously accrued related to certain tax matters in the Far East, because authorities in China did not assess the related estimated penalties when a portion of the tax obligations was paid and settled, as well as a decrease in interest expense related to those obligations.

 

Income Taxes.  For the six months ended June 30, 2008, income tax expense was $4,880, representing an effective income tax rate of 39.5%.  For the six months ended June 30, 2007, income tax expense was $8,297 representing an effective income tax rate of 41.5%.  The decrease in the effective tax rate was primarily due to a greater proportion of overall anticipated annual pre-tax income from international jurisdictions, which have lower income tax rates than the U.S., and was partially offset by $4,470 of impairment loss attributable to a foreign subsidiary that receives no tax benefit from the charge, as this subsidiary is in a tax free jurisdiction.  The effective tax rate is subject to ongoing review and evaluation by management and can change from quarter to quarter.

 

Net Income.   Our net income decreased by $4,244, or 36.2%, as a result of the items discussed above.  Our diluted earnings per share decreased 36.7% to $0.57 for the six months ended June 30, 2008 compared to $0.90 in the same period of 2007, primarily as a result of the decrease in net income.

 

Off-Balance Sheet Arrangements

 

We have four types of off-balance sheet arrangements.  Three of these are contractual obligations and one is unrecognized tax benefits related to uncertain tax positions taken in our income tax return that would, if recognized, impact the effective tax rate.  See “Contractual Obligations” below.

 

Liquidity and Capital Resources

 

We finance our working capital and operating needs using a combination of our cash and cash equivalents balances, short-term investments, cash generated from operations and, as needed, the credit availability under our revolving credit facility. In an economic recession or under other adverse economic conditions, we may be unable to realize a return on our cash equivalents and short-term investments or to secure additional credit on favorable terms. Such failures may impact our working capital reserves and have a material adverse effect on our business. As of June 30, 2008, the Company holds $2,250 of auction rate securities that experienced failed auctions during the six months then ended.  Based on current market conditions, it is not known when or if the capital markets will achieve successful auctions or make use of other alternatives such as redemptions or the restructuring of these securities.  Due to these uncertainties, as of June 30, 2008, the Company has reclassified the entire $2,250 of auction rate securities to long-term investments.  The Company has not taken an impairment charge related to these securities for the six months ended June 30, 2008.  The Company based its determination on several factors, including that published market values for these securities were at 100% of par value as of June 30, 2008 although evolving secondary markets have indicated price ranges between 88% and 90% of par value. In addition, there are publicly announced redemption proposals to liquidate these types of securities in 2008 and the Company believes its liquidity position as of June 30, 2008 is sufficient to allow for the time necessary for these securities to be liquidated at par value.

 

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Since the latter part of 2007, U.S. and foreign credit markets have experienced adverse conditions, including unusual volatility and a lack of secondary market liquidity, which conditions have presented, and continue to present, significant challenges to the investment markets and have limited the availability of short-term debt for working capital. While it is difficult to predict how long these adverse conditions will exist, these factors, if continuing, could adversely impact our future financial condition and our future results of operations.

 

The seasonality of our business requires us to build inventory levels in anticipation of the sales for the coming season. The UGG brand generally builds its inventories in the second and third quarters to support sales for the Fall and Winter selling seasons, which historically occur during the third and fourth quarters, whereas the Teva brand generally begins to build inventory levels beginning in the fourth quarter and first quarter in anticipation of the Spring selling season that occurs in the first and second quarters.

 

Our cash flow cycle includes the purchase of these inventories, the subsequent sale of the inventories and the eventual collection of the resulting accounts receivables. As a result, our working capital requirements begin when we purchase the inventories and continue until we ultimately collect the resulting receivables. Given the seasonality of our UGG and Teva brands, our working capital requirements fluctuate significantly throughout the year. The cash required to fund these working capital fluctuations is generally provided using our internal cash flows. If necessary, we may borrow funds under our revolving credit facility.

 

Cash from Operating Activities.  Net cash used in operating activities was $27,366 and $5,788 for the six months ended June 30, 2008 and 2007, respectively.   The change in net cash used in operating activities was primarily due to a greater increase in inventory and a greater decrease in income taxes payable and an increase in income taxes receivable in the first six months of 2008 compared to the first six months of 2007. The larger increase in inventory is primarily due to higher anticipated sales in the third and fourth quarters of 2008 compared to the same periods of 2007.  The larger decrease in income taxes payable and increase in income taxes receivable is primarily due to the lower pre-tax income resulting from the $14,900 impairment loss.  These changes were partially offset by a greater increase in trade accounts payable in the first six months of 2008 compared to the first six months of 2007.   The larger increase in trade accounts payable was primarily due to an increase of our inventory purchases and other expenses near the end of the period ended June 30, 2008 compared to June 30, 2007.  Net working capital improved by $14,873 to $245,046 as of June 30, 2008 from $230,173 as of December 31, 2007, primarily as a result of the higher inventory balances as well as lower income taxes payable and the increase in income taxes receivable.  The increase in working capital was partially offset by the lower balances of trade accounts receivable and short-term investments.  The changes in working capital are due to our normal seasonality and timing of cash receipts and cash payments.

 

Cash from Investing Activities.  For the six months ended June 30, 2008, net cash provided by investing activities was $49,957, which was comprised primarily of net sales of short-term investments, partially offset by purchases of property and equipment and our acquisition of TSUBO, LLC.  See Note 11, “Goodwill and Other Intangible Assets,” and Note 13, “Business Combinations,” to the condensed consolidated financial statements.  Our capital expenditures were primarily related to progress payments toward a new inventory pick module in our distribution center, which became operational in June 2008, leasehold improvements and new furniture for additional corporate offices, and computer hardware and software.  For the six months ended June 30, 2007, net cash used in investing activities was $3,833, which was comprised primarily of net purchases of short-term investments as well as capital expenditures, primarily a new UGG brand trade show booth, the replacement and upgrading of certain computer equipment and a new Simple brand trade show booth.

 

Cash from Financing Activities.  For the six months ended June 30, 2008, net cash provided by financing activities was $2,550 compared to $5,962 for the six months ended June 30, 2007.  For the six months ended June 30, 2008, the net cash provided by financing activities primarily consisted of the excess tax benefits from stock-based compensation as well as cash received from the exercise of stock options.  For the six months ended June 30, 2007, net cash provided by financing activities consisted of the excess tax benefits from stock based compensation as well as cash received from the exercise of stock options.

 

Our working capital consists primarily of cash and cash equivalents, short-term investments, trade accounts receivable, inventories and a revolving credit facility.  At June 30, 2008, working capital was $245,046 including $79,636 cash and cash equivalents and $45,175 of short-term investments.  Trade accounts receivable decreased by 24.2% to $54,702 at June 30, 2008 from $72,209 at December 31, 2007, primarily due to normal seasonality.  Accounts receivable turnover increased to 9.4 times in the twelve months ended June 30, 2008 from 8.5 times in the twelve months ended December 31, 2007.

 

Inventories increased 117.9% to $112,802 at June 30, 2008 from $51,776 at December 31, 2007, reflecting a $63,140, $2,680, and $1,147 increase in UGG, Simple and TSUBO brand inventory, respectively, and a $5,941 decrease in Teva brand inventory.  Overall, inventory turnover was 3.8 times for the twelve months ended June 30, 2008 and 4.4 times for the twelve months ended December 31, 2007.  The increases in inventory as of June 30, 2008 were largely due to normal seasonality.

 

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Our revolving credit facility with Comerica Bank (the “Facility”) provides for a maximum availability of $20,000.  Up to $10,000 of borrowings may be in the form of letters of credit.  The Facility bears interest at the lender’s prime rate (5.00% at June 30, 2008) or, at our option, at the London Interbank Offered Rate, or LIBOR, (2.46% at June 30, 2008) plus 1.0% to 2.5%, depending on our ratio of liabilities to earnings before interest, taxes, depreciation and amortization, and is secured by substantially all of our assets.  The Facility includes annual commitment fees of $60 per year and expires on June 1, 2010.  At June 30, 2008, we had no outstanding borrowings under the Facility and outstanding letters of credit of $605.  As a result, $19,395 was available under the Facility at June 30, 2008.

 

The agreements underlying the Facility contain certain financial covenants including a quick ratio requirement, profitability requirements and a tangible net worth requirement, among others, as well as a prohibition on the payment of dividends.  Due to the impairment loss and resulting loss from operations, we were in default because we had less than $1,000 of net income for the three months ended June 30, 2008. We have agreed with Comerica Bank to execute a waiver through June 30, 2008 of this technical default. As of June 30, 2008, we had no material commitments for future capital expenditures but estimate that the remaining capital expenditures for 2008 will range from approximately $15,000 to $17,000. We anticipate those will include the remaining costs of our new inventory pick module in our warehouse in Camarillo, California, the build-out of new retail stores and our corporate offices, and miscellaneous computer hardware and software.  The actual amount of capital expenditures for the remainder of 2008 may differ from this estimate, largely depending on any unforeseen needs to replace existing assets and the timing of expenditures.

 

We believe that internally generated funds, the available borrowings under our existing Facility, cash and cash equivalents, and short-term investments will provide sufficient liquidity to enable us to meet our current and foreseeable working capital requirements.  However, risks and uncertainties that could impact our ability to maintain our cash position include our growth rate, the continued strength of our brands, our ability to respond to changes in consumer preferences, our ability to collect our receivables in a timely manner, our ability to effectively manage our inventories, the availability of short-term credit and market volatility, among others.  Please refer to our Annual Report on Form 10-K under Item 1A. Risk Factors and this Quarterly Report on Form 10-Q under Item 1A. Risk Factors for a discussion of additional factors that may affect our working capital position.  Furthermore, we may require additional cash resources due to changed business conditions or other future developments, including any investments or acquisitions we may decide to pursue. If these sources are insufficient to satisfy our cash requirement, we may seek to sell debt securities or additional equity securities or to obtain a new facility or draw on our existing Facility.  The sale of convertible debt securities or additional equity securities could result in additional dilution to our stockholders.  The incurrence of indebtedness would result in incurring debt service obligations and could result in operating and financial covenants that would restrict our operations.  In addition, there can be no assurance that any additional financing will be available on acceptable terms, if at all. Although, as of June 30, 2008, there were no material binding understandings, commitments or agreements with respect to the acquisition of any other businesses. We may, from time to time, evaluate acquisitions of other businesses or brands.

 

Contractual Obligations.  The following table summarizes our off-balance sheet contractual obligations at June 30, 2008, and the effects such obligations are expected to have on liquidity and cash flow in future periods.

 

 

 

Payments Due by Period