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 September 30, 2011

 

or

 

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

 

For the transition period from            to           

 

Commission File 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)

 

 

(Former name, former address and former fiscal year, if changed since last report)

 

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

 

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

 

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

 

Large accelerated filer x

 

Accelerated filer o

 

 

 

Non-accelerated filer o

 

Smaller reporting 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 October 27, 2011

 

 

 

Common Stock, $0.01 par value

 

38,608,023

 

 

 



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 September 30, 2011 and December 31, 2010

1

 

 

 

 

Condensed Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2011 and 2010

2

 

 

 

 

Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2011 and 2010

3

 

 

 

 

Notes to Condensed Consolidated Financial Statements

4

 

 

 

Item 2.

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

17

 

 

 

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

33

 

 

 

Item 4.

Controls and Procedures

34

 

 

 

Part II.

Other Information

 

 

 

 

Item 1.

Legal Proceedings

34

 

 

 

Item 1A.

Risk Factors

35

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

35

 

 

 

Item 3.

Defaults Upon Senior Securities

35

 

 

 

Item 4.

(Removed and Reserved)

35

 

 

 

Item 5.

Other Information

35

 

 

 

Item 6.

Exhibits

35

 

 

 

Signatures

 

36

 



Table of Contents

 

DECKERS OUTDOOR CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Balance Sheets

(Unaudited)

(amounts in thousands, except par value)

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

Assets

 

 

 

 

 

 

 

 

 

 

 

Current assets:

 

 

 

 

 

Cash and cash equivalents

 

$

90,425

 

$

445,226

 

Trade accounts receivable, net of allowances of $15,502 and $13,772 as of September 30, 2011 and December 31, 2010, respectively

 

227,675

 

116,663

 

Inventories

 

356,873

 

124,995

 

Prepaid expenses and other current assets

 

62,391

 

16,846

 

Deferred tax assets

 

12,002

 

12,002

 

Total current assets

 

749,366

 

715,732

 

 

 

 

 

 

 

Property and equipment, at cost, net

 

59,066

 

47,737

 

Goodwill

 

115,271

 

6,507

 

Other intangible assets, net

 

96,650

 

18,411

 

Deferred tax assets

 

16,356

 

15,121

 

Other assets

 

8,970

 

5,486

 

Total assets

 

$

1,045,679

 

$

808,994

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

 

 

 

 

Current liabilities:

 

 

 

 

 

Short-term borrowings

 

$

45,000

 

$

 

Trade accounts payable

 

132,193

 

67,073

 

Accrued payroll

 

21,808

 

35,109

 

Other accrued expenses

 

55,944

 

17,515

 

Income taxes payable

 

5,819

 

25,166

 

Total current liabilities

 

260,764

 

144,863

 

 

 

 

 

 

 

Long-term liabilities

 

66,600

 

8,456

 

 

 

 

 

 

 

Commitments and contingencies (notes 9 and 10)

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

Deckers Outdoor Corporation stockholders’ equity:

 

 

 

 

 

Common stock, $0.01 par value; authorized 125,000 shares; issued and outstanding 38,606 and 38,581 shares as of September 30, 2011 and December 31, 2010, respectively

 

386

 

386

 

Additional paid-in capital

 

147,601

 

137,989

 

Retained earnings

 

567,866

 

513,459

 

Accumulated other comprehensive (loss) income

 

(553

)

1,153

 

Total Deckers Outdoor Corporation stockholders’ equity

 

715,300

 

652,987

 

Noncontrolling interest

 

3,015

 

2,688

 

Total equity

 

718,315

 

655,675

 

Total liabilities and equity

 

$

1,045,679

 

$

808,994

 

 

See accompanying notes to condensed consolidated financial statements.

 

1



Table of Contents

 

DECKERS OUTDOOR CORPORATION

AND SUBSIDIARIES

Condensed Consolidated Statements of Income

(Unaudited)

(amounts in thousands, except per share data)

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Net sales

 

$

414,358

 

$

277,879

 

$

773,431

 

$

570,865

 

Cost of sales

 

211,505

 

146,926

 

402,188

 

301,262

 

Gross profit

 

202,853

 

130,953

 

371,243

 

269,603

 

 

 

 

 

 

 

 

 

 

 

Selling, general and administrative expenses

 

112,192

 

64,639

 

263,185

 

161,252

 

Income from operations

 

90,661

 

66,314

 

108,058

 

108,351

 

 

 

 

 

 

 

 

 

 

 

Other (income) expense, net:

 

 

 

 

 

 

 

 

 

Interest income

 

(34

)

(95

)

(121

)

(167

)

Interest expense

 

148

 

216

 

103

 

340

 

Other, net

 

(64

)

(334

)

(113

)

(948

)

 

 

50

 

(213

)

(131

)

(775

)

Income before income taxes

 

90,611

 

66,527

 

108,189

 

109,126

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

28,266

 

24,555

 

33,539

 

40,104

 

Net income

 

62,345

 

41,972

 

74,650

 

69,022

 

Net loss (income) attributable to noncontrolling interest

 

139

 

171

 

(327

)

(18

)

Net income attributable to Deckers Outdoor Corporation

 

$

62,484

 

$

42,143

 

$

74,323

 

$

69,004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income per share attributable to Deckers Outdoor Corporation common stockholders:

 

 

 

 

 

 

 

 

 

Basic

 

$

1.62

 

$

1.09

 

$

1.93

 

$

1.79

 

Diluted

 

$

1.59

 

$

1.07

 

$

1.89

 

$

1.76

 

 

 

 

 

 

 

 

 

 

 

Weighted-average common shares outstanding:

 

 

 

 

 

 

 

 

 

Basic

 

38,603

 

38,615

 

38,595

 

38,638

 

Diluted

 

39,190

 

39,228

 

39,276

 

39,258

 

 

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)

 

 

 

Nine Months Ended

 

 

 

September 30,

 

 

 

2011

 

2010

 

 

 

 

 

 

 

Cash flows from operating activities:

 

 

 

 

 

Net income

 

$

74,650

 

$

69,022

 

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

 

 

 

 

 

Depreciation, amortization and accretion

 

19,895

 

8,836

 

Recovery of doubtful accounts, net

 

(825

)

(719

)

Write-down of inventory

 

5,831

 

1,627

 

Stock compensation

 

10,894

 

10,212

 

Other

 

1,232

 

(741

)

Changes in operating assets and liabilities, net of assets and liabilities acquired in the acquisition of businesses:

 

 

 

 

 

Trade accounts receivable

 

(97,378

)

(65,086

)

Inventories

 

(230,164

)

(112,587

)

Prepaid expenses and other current assets

 

(42,068

)

(611

)

Other assets

 

(3,888

)

(444

)

Trade accounts payable

 

59,530

 

25,872

 

Accrued expenses

 

(8,743

)

(3,952

)

Income taxes payable

 

(13,581

)

4,822

 

Long-term liabilities

 

2,357

 

1,823

 

Net cash used in operating activities

 

(222,258

)

(61,926

)

 

 

 

 

 

 

Cash flows from investing activities:

 

 

 

 

 

Proceeds from sales of short-term investments

 

 

26,080

 

Purchases of property and equipment

 

(21,483

)

(14,496

)

Acquisition of businesses and equity method investment

 

(126,615

)

(5,191

)

Purchases of intangible assets

 

(4,224

)

 

Net cash (used in) provided by investing activities

 

(152,322

)

6,393

 

 

 

 

 

 

 

Cash flows from financing activities:

 

 

 

 

 

Cash paid for shares withheld for taxes

 

(17,043

)

(1,972

)

Excess tax benefits from stock compensation

 

10,995

 

2,066

 

Cash received from issuances of common stock

 

19

 

86

 

Cash paid for repurchases of common stock

 

(19,918

)

(10,082

)

Short-term borrowings

 

45,000

 

 

Net cash provided by (used in) financing activities

 

19,053

 

(9,902

)

 

 

 

 

 

 

Effect of exchange rates on cash

 

726

 

109

 

Net change in cash and cash equivalents

 

(354,801

)

(65,326

)

Cash and cash equivalents at beginning of period

 

445,226

 

315,862

 

Cash and cash equivalents at end of period

 

$

90,425

 

$

250,536

 

 

 

 

 

 

 

Supplemental disclosure of cash flow information:

 

 

 

 

 

Cash paid during the period for:

 

 

 

 

 

Income taxes

 

$

36,096

 

$

33,380

 

Interest

 

$

14

 

$

25

 

Non-cash investing activity:

 

 

 

 

 

Accruals for purchases of property and equipment

 

$

995

 

$

461

 

Contingent consideration arrangement for acquisition of business

 

$

84,300

 

$

 

Accruals for asset retirement obligations

 

$

63

 

$

 

Non-cash financing activity:

 

 

 

 

 

Accruals for shares withheld for taxes

 

$

2,613

 

$

593

 

 

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.  Deckers Outdoor Corporation strives to be a premier lifestyle marketer that builds niche brands into global market leaders by designing and marketing innovative, functional and fashion-oriented footwear and accessories, developed for both high performance outdoor activities and everyday casual lifestyle use.  The Company’s business is seasonal, with the highest percentage of UGG® brand net sales occurring in the third and fourth quarters and the highest percentage of Teva® and Sanuk® brand net sales occurring in the first and second quarters of each year. The other brands do not have a significant seasonal impact on the Company.  The Company owns 51% of a joint venture with an affiliate of Stella International Holdings Limited (Stella International) for the primary purpose of opening and operating retail stores for the UGG brand in China.  Stella International is also one of the Company’s major manufacturers in China.

 

In January 2010, the Company acquired certain assets and liabilities, including reacquisition of its distribution rights, from its Teva brand distributor that sold to retailers in Belgium, the Netherlands, and Luxemburg (Benelux) as well as France.  In September 2010, the Company purchased a portion of a privately held footwear company as an equity method investment.  In January 2011, the Company acquired certain assets from its UGG, Teva, and Simple® brands distributor that sold to retailers in the United Kingdom (UK) and from its UGG and Simple brands distributor that sold to retailers in Benelux and France.  The distribution rights in these regions reverted back to the Company on December 31, 2010 upon the expiration of the distribution agreements.  On May 19, 2011, the Company entered into an asset purchase agreement with Sanuk USA LLC, C&C Partners, Ltd., and the equity holders of both entities (collectively referred to as “Sanuk” or the “Sanuk brand”).  On July 1, 2011, the Company completed the acquisition of the purchased assets and the assumption of the assumed liabilities of the Sanuk brand.  Deckers Outdoor Corporation’s condensed consolidated financial statements include the operations of Sanuk beginning July 1, 2011.

 

As contemplated by the Securities and Exchange Commission (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 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2010.

 

b)             Use of Estimates

 

The preparation of the Company’s condensed consolidated financial statements in accordance with US generally accepted accounting principles requires management to make estimates and assumptions that affect the amounts reported in these condensed consolidated financial statements and accompanying notes.  Significant areas requiring the use of management estimates relate to inventory reserves, accounts receivable reserves, returns liabilities, stock compensation, impairment assessments, depreciation and amortization, income tax liabilities and uncertain tax positions, fair value of financial instruments, and fair values of acquired intangibles, assets and liabilities, including estimated contingent consideration payments.  Actual results could differ materially from these estimates.

 

(2)                      Stockholders’ Equity

 

In June 2009, the Company approved a stock repurchase program to repurchase up to $50,000 of the Company’s common stock in the open market or in privately negotiated transactions, subject to market conditions, applicable legal requirements and other factors.  The program did not obligate the Company to acquire any particular amount of common stock.  The purchases were funded from available working capital.  As of June 30, 2011, the Company had repurchased the full amount authorized under this program.  During the nine months ended September 30, 2011, the Company repurchased approximately 245,000 shares for approximately $20,000, or an average price of $81.22 per share.

 

On June 22, 2011, the Board of Directors of the Company adopted a new long-term incentive award under its 2006 Equity Incentive Plan (the “Level III Awards”).  These awards will be available for issuance to current and future members of the

 

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)

 

Company’s management team, including the Company’s named executive officers.  Each recipient will receive a specified maximum number of restricted stock units (RSUs), each of which will represent the right to receive one share of the Company’s common stock.  These awards vest subject to certain long-term performance objectives and certain long-term service conditions.  The awards will vest on December 31, 2014 only if the Company meets certain revenue targets ranging between $1,850,000 and $2,500,000 and certain diluted earnings per share targets ranging between $7.00 and $9.60 for the year ended December 31, 2014.  No vesting of any Level III Award will occur if either of the threshold performance criteria is not met for the year ending December 31, 2014.  To the extent financial performance is achieved above the threshold levels, the number of RSUs that will vest will increase up to the maximum number of units granted under the award.  Under this new program, the Company granted zero and a maximum amount of 275,000 RSUs during the three and nine months ended September 30, 2011, respectively.  The grant date fair value of these RSUs was $82.09 per share.  As of September 30, 2011, the Company did not believe that the achievement of the performance objectives for the Level III Awards was probable, and therefore the Company did not recognize compensation expense for these awards.  If the performance objectives become probable, the Company will then begin recording an expense for the Level III Awards and would recognize a cumulative catch-up adjustment in the period they become probable.

 

During the three months ended September 30, 2011, 110,000 stock appreciation rights (SARs) were exercised at a weighted-average exercise price of $26.73, for an aggregate intrinsic value of $8,611.  During the nine months ended September 30, 2011, 290,000 SARs were exercised at a weighted-average exercise price of $26.73, for an aggregate intrinsic value of $19,535.

 

The following is a reconciliation of the Company’s retained earnings:

 

 

 

Retained
Earnings

 

Balance at December 31, 2010

 

$

513,459

 

Net income attributable to Deckers Outdoor Corporation

 

74,323

 

Repurchase of common stock

 

(19,916

)

Balance at September 30, 2011

 

$

567,866

 

 

(3)                      Comprehensive Income and Accumulated Other Comprehensive (Loss) Income

 

Comprehensive income is the total of net income and all other non-owner changes in equity.  Comprehensive income was determined as follows:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Net income

 

$

62,345

 

$

41,972

 

$

74,650

 

$

69,022

 

Other comprehensive income (loss):

 

 

 

 

 

 

 

 

 

Unrealized gain (loss) on foreign currency hedging

 

689

 

 

(753

)

 

Unrealized gain on short-term investments

 

 

3

 

 

1

 

Cumulative foreign currency translation adjustments

 

(274

)

734

 

(953

)

(321

)

Total other comprehensive income (loss)

 

415

 

737

 

(1,706

)

(320

)

 

 

 

 

 

 

 

 

 

 

Comprehensive income

 

62,760

 

42,709

 

72,944

 

68,702

 

Comprehensive loss (income) attributable to noncontrolling interest

 

139

 

171

 

(327

)

(18

)

Comprehensive income attributable to Deckers Outdoor Corporation

 

$

62,899

 

$

42,880

 

$

72,617

 

$

68,684

 

 

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)

 

Accumulated balances of the components within accumulated other comprehensive (loss) income were as follows:

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

Unrealized gain on foreign currency hedging, net of tax

 

$

811

 

$

1,564

 

Cumulative foreign currency translation adjustment

 

(1,364

)

(413

)

Unrealized gain on short-term investments

 

 

2

 

Accumulated other comprehensive (loss) income

 

$

(553

)

$

1,153

 

 

(4)                      Net Income per Share Attributable to Deckers Outdoor Corporation Common Stockholders

 

Basic net income per share represents net income attributable to Deckers Outdoor Corporation divided by the weighted-average number of common shares outstanding for the period.  Diluted net income per share represents net income attributable to Deckers Outdoor Corporation divided by the weighted-average number of shares outstanding, including the dilutive impact of potential issuances of common stock.  For the three and nine months ended September 30, 2011 and 2010, the difference between the weighted-average number of basic and diluted common shares resulted from the dilutive impact of nonvested stock units (NSUs), RSUs, SARs, and options to purchase common stock.  The reconciliations of basic to diluted weighted-average common shares outstanding were as follows:

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

Weighted-average shares used in basic computation

 

38,603,000

 

38,615,000

 

38,595,000

 

38,638,000

 

Dilutive effect of share-based awards*

 

587,000

 

613,000

 

681,000

 

620,000

 

Weighted-average shares used in diluted computation

 

39,190,000

 

39,228,000

 

39,276,000

 

39,258,000

 

 


*Excluded NSUs and RSUs as of September 30, 2011 and 2010

 

402,000

 

409,000

 

402,000

 

409,000

 

*Excluded SARs as of September 30, 2011 and 2010

 

525,000

 

720,000

 

525,000

 

720,000

 

 

The share-based awards that were excluded from the dilutive effect were excluded because the necessary conditions had not been satisfied for the shares to be issuable based on the Company’s performance through September 30, 2011 and 2010, respectively.

 

(5)                      Fair Value Measurements

 

The fair values of the Company’s cash and cash equivalents, trade accounts receivable, prepaid expenses and other current assets, income taxes receivable, short-term borrowings, trade accounts payable, accrued expenses, and income taxes payable approximate the carrying values due to the relatively short maturities of these instruments.  The fair values of the Company’s long-term liabilities, if recalculated based on current interest rates, would not significantly differ from the recorded amounts.  The fair value of the contingent consideration related to our acquisitions and of the Company’s derivatives are measured and recorded at fair value on a recurring basis.  The Company records the assets or liabilities associated with derivative instruments and hedging activities in other current assets or other current liabilities, respectively, in the condensed consolidated balance sheets.  The Level 2 inputs described below consist of forward spot rates at the end of the reporting period.  (See footnote 6, “Foreign Currency Exchange Contracts and Hedging,” for further information.)

 

The Company established a nonqualified deferred compensation program effective February 1, 2010 (referred to as “the Plan”).  The Plan permits a select group of management employees, designated by the Plan Committee, to defer earnings to a future date on a nonqualified basis.  For each plan year, the Board may, but is not required to, contribute any amount it desires to any participant under the Plan.  The Company’s contribution will be determined by the Board annually in the fourth quarter.  No such contribution has been approved as of September 30, 2011.  All amounts deferred under this plan are presented in long-term liabilities in the condensed consolidated balance sheet.  The value of the deferred compensation is recognized based on the fair value of the participants’ accounts.  The Company has established a trust as a reserve for the benefits payable under the Plan.

 

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)

 

The inputs used in measuring fair value are prioritized into the following hierarchy:

 

·                  Level 1: Quoted prices (unadjusted) in active markets for identical assets or liabilities.

·                  Level 2: Inputs other than quoted prices included within Level 1 that are either directly or indirectly observable.

·                  Level 3: Unobservable inputs in which little or no market activity exists, therefore requiring an entity to develop its own assumptions about the assumptions that market participants would use in pricing.

 

The table below summarizes the Company’s financial liabilities and assets that are measured on a recurring basis at fair value:

 

 

 

Fair Value at
September 30,

 

Fair Value Measurement Using

 

 

 

2011

 

Level 1

 

Level 2

 

Level 3

 

(Liabilities) assets at fair value

 

 

 

 

 

 

 

 

 

Nonqualified deferred compensation

 

$

(1,834

)

$

(1,834

)

$

 

$

 

Designated derivatives

 

$

463

 

$

 

$

463

 

$

 

Non-designated derivatives

 

$

(686

)

$

 

$

(686

)

$

 

Contingent consideration for acquistion of business

 

$

(84,300

)

$

 

$

 

$

(84,300

)

 

(6)                      Foreign Currency Exchange Contracts and Hedging

 

The Company transacts business in various foreign currencies and has international sales and expenses denominated in foreign currencies, subjecting the Company to foreign currency risk.  The Company may enter into foreign currency forward or option contracts, generally with maturities of 12 months or less, to reduce the volatility of cash flows primarily related to forecasted revenue denominated in certain foreign currencies.  In addition, the Company utilizes foreign exchange forward and option contracts to mitigate foreign currency exchange rate risk associated with foreign currency-denominated assets and liabilities, primarily intercompany balances.  The Company does not use foreign currency contracts for speculative or trading purposes.

 

Certain of the Company’s foreign currency forward contracts are designated cash flow hedges of forecasted intercompany sales and are subject to foreign currency exposures.  These contracts allow the Company to sell Euros and British Pounds in exchange for US dollars at specified contract rates.  At September 30, 2011, the outstanding contracts were expected to mature over the next three months.  Forward contracts are used to hedge forecasted intercompany sales over specific quarters.  Changes in the fair value of these forward contracts designated as cash flow hedges are recorded as a component of accumulated other comprehensive (loss) income (OCI) within stockholders’ equity, and are recognized in the condensed consolidated statements of income during the period which approximates the time the corresponding third-party sales occur.  The Company may also enter into foreign exchange contracts that are not designated as hedging instruments for financial accounting purposes.  Accordingly, any gains or losses resulting from changes in the fair value of the non-designated contracts are reported in income.  These contracts are generally entered into to offset the gains and losses on certain intercompany balances until the expected time of repayment.  As of September 30, 2011, the Company’s total hedging contracts had notional amounts totaling approximately $37,000, held by two counterparties.

 

The Company has factored into the fair value measurements of its derivatives the nonperformance risk of the Company and the counterparty, and it did not have a material impact on the fair value of the derivatives.  The Company assesses hedge effectiveness and measures hedge ineffectiveness at least quarterly.  During the three and nine months ended September 30, 2011, the ineffective portion relating to these hedges was immaterial and the hedges remained effective as of September 30, 2011.  As of September 30, 2011, the total amount in accumulated other comprehensive (loss) income (see note 3) is expected to be reclassified into income within the next six months.

 

7



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 following tables summarize the effect of derivative instruments on the condensed consolidated financial statements for the nine months ended September 30, 2011:

 

 

 

 

 

 

 

Amount of Gain (Loss)

 

 

 

 

 

 

 

Amount of Gain (Loss)

 

Location of Gain (Loss)

 

Reclassified from

 

 

 

 

 

Derivatives in Designated

 

Recognized in OCI

 

Reclassified from

 

Accumulated OCI into

 

Location of Amount

 

Gain (Loss) from

 

Cash Flow Hedging 

 

on Derivative

 

Accumulated OCI into Income

 

Income (Effective

 

Excluded from

 

Amount Excluded from

 

Relationships

 

(Effective Portion)

 

(Effective Portion)

 

Portion)

 

Effectiveness Testing

 

Effectiveness Testing

 

Foreign Exchange Contracts

 

$

(1,985

)

Net Sales

 

$

(220

)

Selling, general and administrative expenses (SG&A)

 

$

(94

)

 

Derivatives Not

 

Location of Gain (Loss)

 

Amount of Gain (Loss)

 

Designated as Hedging

 

Recognized in Income on

 

Recognized in Income on

 

Instruments

 

Derivatives

 

Derivatives

 

Foreign Exchange Contracts

 

SG&A

 

$

(591

)

 

Subsequent to September 30, 2011, the Company entered into several new hedging contracts with notional amounts totaling approximately $66,000.

 

(7)                      Credit Agreement

 

On August 10, 2011, the Company and its subsidiary Tsubo, LLC entered into Amendment Number Two to Second Amended and Restated Credit Agreement (“Amendment Number Two”) with Comerica Bank (“Comerica”).  Amendment Number Two amended the terms of that certain Second Amended and Restated Credit Agreement, entered into on May 27, 2010, by and among the Company; Tsubo, LLC; and Comerica (the “Previous Credit Agreement”).  Amendment Number Two amended the Previous Credit Agreement by increasing the maximum availability from $20,000 to $60,000 during the period commencing on August 10, 2011 and ending on November 30, 2011 (the “Increased Commitment Period”).  During the Increased Commitment Period, amounts borrowed under the Credit Agreement would bear interest at Comerica’s prime rate, plus 0.25% or, at the Company’s option, at the London Interbank Offered Rate (LIBOR), plus 1.25%.  Amendment Number Two also increased the percentage fee payable for certain letters of credit during the Increased Commitment Period from 0.75% to 1.25%.  The Company did not borrow under Amendment Number Two.

 

On August 30, 2011, the Company entered into a Credit Agreement (the “Credit Agreement”) with JPMorgan Chase Bank, National Association as the administrative agent, Comerica Bank and HSBC Bank USA, National Association, as syndication agents, and the lenders party thereto.  The Credit Agreement is a five-year, $200,000 secured revolving credit facility which contains a $50,000 sublimit for the issuance of letters of credit and a $5,000 sublimit for swingline loans and replaces the Previous Credit Agreement and matures on August 30, 2016.  Subject to customary conditions and the approval of any lender whose commitment would be increased, the Company has the option to increase the maximum principal amount available under the Credit Agreement by up to an additional $100,000, resulting in a maximum available principal amount of $300,000.  None of the lenders under the Credit Agreement has committed at this time or is obligated to provide any such increase in the commitments.  At the Company’s option, revolving loans issued under the Credit Agreement will bear interest at either adjusted LIBOR for 30 days (0.24% at September 30, 2011) plus 1.25% per annum, in the case of LIBOR borrowings, or at the alternate base rate plus 0.25% per annum, and thereafter the interest rate will fluctuate between adjusted LIBOR plus 1.25% per annum and adjusted LIBOR plus 1.50% per annum (or between the alternate base rate plus 0.25% per annum and the alternate base rate plus 0.50% per annum), based upon the Company’s total adjusted leverage ratio at such time.  In addition, the Company will initially be required to pay fees of 0.20% per annum on the daily unused amount of the revolving credit facility, and thereafter the fee rate will fluctuate between 0.20% and 0.30% per annum, based upon the Company’s total adjusted leverage ratio.

 

The Company’s obligations under the Credit Agreement are guaranteed by the Company’s existing and future domestic subsidiaries other than certain immaterial subsidiaries and foreign subsidiaries (the “Guarantors”), and is secured by a first-priority security interest in substantially all of the assets of the Company and the Guarantors’, including all or a portion of the equity interests of certain of the Company’s domestic and foreign subsidiaries.

 

8



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 Credit Agreement contains financial covenants which include: the asset coverage ratio must be greater than 1.10 to 1.00; and the sum of the consolidated annual earnings before interest, taxes, depreciation, and amortization (EBITDA) and annual rental expense, divided by the sum of the annual interest expense and the annual rental expense must be greater than 2.25 to 1.00; and other customary limitations.  The Credit Agreement contains certain other covenants which include: a maximum additional secured debt related to a capital asset not to exceed $20,000, maximum additional unsecured debt not to exceed $200,000; maximum secured debt not related to a capital asset not to exceed $5,000, maximum judgment of $10,000; maximum ERISA event of $10,000 in one year, $20,000 in all years; the Company may not have a change of control; there is no limit on acquisitions, if the total adjusted leverage ratio does not exceed 2.75 and 1.00 and the Company must have a minimum amount of cash and unused credit of $75,000; and there is no restriction on dividends or share repurchases, if the minimum amount of cash and unused credit is $75,000.  As of September 30, 2011, the Company was in compliance with all covenants.

 

At September 30, 2011, the Company had outstanding borrowings of $45,000 under the Credit Agreement and outstanding letters of credit of $189.  As a result, $154,811 was available under the Credit Agreement at September 30, 2011.  Subsequent to September 30, 2011, the Company repaid $20,000 of the outstanding borrowings.

 

(8)                      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 in the Company’s Annual Report, except that the Company does not allocate corporate overhead costs or non-operating income and expenses to segments.  The Company evaluates segment performance primarily based on net sales and income or loss from operations.  The Company’s reportable segments include the strategic business units for the worldwide wholesale operations of the UGG brand, Teva brand, Sanuk brand, and its other 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, selling and marketing, 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 and stock compensation, accounting and finance, legal, information technology, human resources and facilities costs, among others.  The gross profit derived from the sales to third parties of the eCommerce and retail stores segments is separated into two components: (i) the wholesale profit is included in the related operating income or loss of each wholesale segment, and (ii) the retail profit is included in the operating income of the eCommerce and retail stores segments.  In prior periods, the gross profit of the international portion of the eCommerce and retail stores segments included both the wholesale and retail profit.  This change in segment reporting only changed the presentation within the below table and did not impact the Company’s condensed consolidated financial statements for any periods.  The segment information for the three and nine months ended September 30, 2010 has been adjusted retrospectively to conform to the current period presentation.

 

The Company’s other brands include Simple®, TSUBO®, Ahnu®, and MOZO®.  The wholesale operations of the Company’s other brands are included as one reportable segment, other wholesale, presented in the figures below.  The Sanuk brand operations are included in the Company’s segment reporting effective upon the acquisition date of July 1, 2011.  Business segment information is summarized as follows:

 

9



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

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Net sales to external customers:

 

 

 

 

 

 

 

 

 

UGG wholesale

 

$

334,308

 

$

229,128

 

$

510,739

 

$

381,728

 

Teva wholesale

 

12,879

 

12,226

 

100,445

 

83,549

 

Sanuk wholesale

 

15,350

 

 

15,350

 

 

Other wholesale

 

6,866

 

7,696

 

17,281

 

20,064

 

eCommerce

 

10,254

 

8,665

 

39,423

 

32,264

 

Retail stores

 

34,701

 

20,164

 

90,193

 

53,260

 

 

 

$

414,358

 

$

277,879

 

$

773,431

 

$

570,865

 

 

 

 

 

 

 

 

 

 

 

Income (loss) from operations:

 

 

 

 

 

 

 

 

 

UGG wholesale

 

$

143,998

 

$

96,568

 

$

206,208

 

$

163,371

 

Teva wholesale

 

(1,389

)

230

 

20,576

 

18,969

 

Sanuk wholesale

 

1,459

 

 

1,459

 

 

Other wholesale

 

(2,965

)

(229

)

(7,573

)

(2,537

)

eCommerce

 

483

 

787

 

5,767

 

5,420

 

Retail stores

 

(544

)

991

 

1,631

 

3,349

 

Unallocated overhead costs

 

(50,381

)

(32,033

)

(120,010

)

(80,221

)

 

 

$

90,661

 

$

66,314

 

$

108,058

 

$

108,351

 

 

Business segment asset information is summarized as follows:

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

Total assets for reportable segments:

 

 

 

 

 

UGG wholesale

 

$

515,199

 

$

194,028

 

Teva wholesale

 

48,633

 

49,849

 

Sanuk wholesale

 

206,695

 

 

Other wholesale

 

11,182

 

12,031

 

eCommerce

 

3,876

 

4,053

 

Retail stores

 

59,597

 

39,377

 

 

 

$

845,182

 

$

299,338

 

 

The assets allocable to each segment generally include accounts receivable, inventory, fixed assets, intangible assets and certain other assets that are specifically identifiable with one of the Company’s segments.  Unallocated assets are the assets not specifically related to the segments and generally include cash and cash equivalents, 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:

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

Total assets for reportable segments

 

$

845,182

 

$

299,338

 

Unallocated cash and cash equivalents

 

90,425

 

445,226

 

Unallocated deferred tax assets

 

28,358

 

27,123

 

Other unallocated corporate assets

 

81,714

 

37,307

 

Consolidated total assets

 

$

1,045,679

 

$

808,994

 

 

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)

 

A portion of the Company’s cash and cash equivalents are held as cash in operating accounts that are with third party financial institutions.  These balances, at times, exceed the Federal Deposit Insurance Corporation (FDIC) insurance limits.  While the Company regularly monitors the cash balances in its operating accounts and adjusts the balances as appropriate, these cash balances could be impacted if the underlying financial institutions fail or are subject to other adverse conditions in the financial markets.  As of September 30, 2011, the Company had experienced no loss or lack of access to cash in its operating accounts.

 

The remainder of the Company’s cash equivalents is invested in interest bearing funds managed by third party investment management institutions.  These investments can include US treasuries and government agencies, money market funds, and municipal bonds, among other investments.  Certain of these investments are subject to general credit, liquidity, market, and interest rate risks.  Investment risk has been and may further be exacerbated by US mortgage defaults and credit and liquidity issues and the European debt crisis, which have affected various sectors of the financial markets.  As of September 30, 2011, the Company had experienced no loss or lack of access to its cash and cash equivalents.

 

The Company sells its products to customers throughout the US and to foreign customers located in Europe, Canada, Australia, Asia, and Latin America, among other regions.  International sales were 37.8% and 26.3% of the Company’s total net sales for the three months ended September 30, 2011 and 2010, respectively.  International sales were 36.8% and 32.2% of the Company’s total net sales for the nine months ended September 30, 2011 and 2010, respectively.  For the nine months ended September 30, 2011, no single foreign country comprised more than 10% of total sales.  The Company does not consider international operations a separate segment, as management reviews such operations in the aggregate with the aforementioned segments.

 

As of September 30, 2011, no single country outside the US held more than 10% of the Company’s total long-lived assets.  Property and equipment, by major country were as follows:

 

 

 

September 30,

 

December 31,

 

 

 

2011

 

2010

 

US

 

$

42,079

 

$

36,591

 

UK

 

6,066

 

6,753

 

All other countries*

 

10,921

 

4,393

 

Total

 

$

59,066

 

$

47,737

 

 


*  No other country’s property and equipment comprised more than 10% of total property and equipment as of September 30, 2011 or December 31, 2010.

 

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 10.0% of the Company’s net sales for the nine months ended September 30, 2011 and 2010.  As of September 30, 2011, no single customer represented more than 10.0% of net trade accounts receivable.  As of December 31, 2010, the Company had one customer representing 33.2% and another customer representing 10.1% of net trade accounts receivable.

 

The Company’s production is concentrated at a limited number of independent contractor factories in China.  The Company’s sourcing is concentrated in Australia and China and include a limited number of key sources for the principal raw material for certain UGG products, sheepskin.  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 and, in certain parts of the world, political instability.  The supply of sheepskin can be adversely impacted by weather conditions, disease, and harvesting decisions that are completely outside the Company’s control.  Further, the price of sheepskin is impacted by demand, industry, and competitors.

 

(9)                      Commitments and Contingencies

 

The Company is currently involved in various legal claims arising from the ordinary course of business.  Management does not believe that the disposition of these matters will have a material effect on the Company’s financial position or results of operations.  In addition, the Company has agreed to indemnify certain of its licensees, distributors and promotional partners in connection with claims related to the use of the Company’s intellectual property.  The terms of such agreements range up to

 

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)

 

five years initially and generally 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 determined the risk was low based on a prior history of insignificant claims.  The Company is not currently involved in any indemnification matters in regards to its intellectual property.

 

The Company’s federal income tax returns for the years ended December 31, 2006 through December 31, 2009 are under examination by the Internal Revenue Service (IRS).  In connection with the examination, the Company has received notices of proposed adjustments (NOPAs), which the Company agreed with and recorded in its financial statements.  In addition, in March 2011, the Company received a NOPA related to transfer pricing arrangements with the Company’s subsidiaries in which adjustments were asserted totaling approximately $55,000 of additional taxable income, representing additional federal taxes and penalties of approximately $27,000, excluding interest.  The Company responded to this NOPA indicating that it disagrees with the proposed adjustments and will appeal the NOPA if the Company is unable to reach a resolution at the exam level.  The Company does not know the timing of completion of the examination or if the examination will result in a material effect to the Company’s condensed consolidated financial statements.  It is reasonably possible that the Company’s unrecognized tax benefit could change; however, the Company believes its unrecognized tax benefits are adequate.

 

Although the Company believes its tax estimates are reasonable and prepares its tax filings in accordance with all applicable tax laws, the final determination with respect to any tax audits, and any related litigation, could be materially different from the Company’s estimates or from its historical income tax provisions and accruals.  The results of an audit or litigation could have a material effect on operating results or cash flows in the periods for which that determination is made.  In addition, future period earnings may be adversely impacted by litigation costs, settlements, penalties, or interest assessments.

 

The Company has on-going income tax examinations under various state tax jurisdictions.  It is the opinion of management that these audits and inquiries will not have a material impact on the Company’s condensed consolidated financial statements.

 

In September 2011, the Company entered into an agreement with Santa Barbara Realty Development, L.L.C. to purchase approximately fourteen acres of land for its new headquarters facility in Goleta, California.  As consideration for the land, the Company will pay an aggregate purchase price of $20,428.  The purchase price is subject to a $500 credit if the close of the escrow period occurs before December 31, 2011.

 

In March 2011, the Company entered into contracts requiring minimum purchase commitments of sheepskin that Deckers’ affiliates, manufacturers, factories and other agents (each or collectively, a “Buyer”) must make on or before July 31, 2011. As of September 30, 2011, the remaining commitment was approximately $6,000.  In the event that a Buyer does not purchase such minimum commitments on or before July 31, 2011, the Company was required to make a deposit for the remaining amounts.  Such deposit shall be refundable upon receipt of payment by Buyers for such amounts. The Company made a deposit for the remaining commitment, and as of September 30, 2011, the deposit balance was approximately $10,000.  In July 2011, the Company entered into a contract requiring minimum purchase commitments of sheepskin that a Buyer is targeted to make between July 1, 2011 and January 31, 2012.  As of September 30, 2011, the remaining commitment was approximately $30,000.  The Company made an advance deposit of $20,000 under this contract, all of which was remaining as of September 30, 2011.  Subsequent to September 30, 2011, the Company entered into another sheepskin agreement for a total minimum commitment of $158,000 that a Buyer is targeted to make between February 1, 2012 and July 31, 2012.  Under this contract, the Company will pay an advance deposit of $50,000 in two payments of $25,000, which the Company expects to pay in November and December 2011, respectively.  These advance deposits shall be repaid to the Company as Buyers purchase goods under the terms of these agreements.  All of these agreements may result in unconditional purchase obligations if a Buyer does not meet the minimum purchase requirements.  In the event that a Buyer does not purchase such minimum commitments, the Company shall be responsible for compliance with any and all minimum purchase commitments under these contracts.  The contracts do not permit net settlement.  The Company expects sheepskin purchases by third party factories will eventually exceed the contract levels.  Therefore, management believes the likelihood of any non-performance payments under these contractual arrangements is remote and would have an immaterial effect on the condensed consolidated statements of income.  The Company determined this based upon its projected sales and inventory purchases.

 

(10)                Business Combination

 

On May 19, 2011, the Company entered into an asset purchase agreement whereby it would acquire substantially all of the assets and assume the related liabilities of Sanuk, an action sport footwear brand rooted in the surf community, known for its original sandals and shoes.  On July 1, 2011, the Company completed the acquisition of the purchased assets and the

 

12



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)

 

assumption of the assumed liabilities.  The total purchase price for the assets related to the Sanuk brand was an initial cash payment of approximately $119,800 subject to certain working capital adjustments, which were preliminarily determined to be approximately $6,800 that were paid at closing.  The Company and the sellers of the assets related to the Sanuk brand are in the process of finalizing the balance sheet and working capital as of the closing, which may result in a further adjustment to the preliminary working capital adjustment which was paid at closing.  The purchase price also includes additional participation payments (contingent consideration) over the next five years as follows:

 

·                  2011 EBITDA of the Sanuk brand multiplied by ten, less the closing payment, up to maximum of $30,000;

·                  51.8% of the gross profit of the Sanuk brand in 2012, defined as total sales less the cost of sales for the business of the sellers;

·                  36.0% of gross profit of the Sanuk brand in 2013;

·                  8.0% of the product of gross profit of the Sanuk brand in 2015 multiplied by five.

 

There is no maximum to the contingent consideration payments for 2012, 2013, and 2015.

 

The Company acquired the Sanuk brand based upon the belief that Sanuk is a profitable, well-run business with a similar corporate culture, and provides substantial growth opportunities, particularly within the action sports market where it has a large and loyal customer base of active outdoor enthusiasts.  The Sanuk brand complements the Company’s existing brand portfolio with its unique market position through the combination of original and innovative product designs, as well as authentic and irreverent marketing campaigns.  The brand assists in balancing the Company’s existing seasonality, with its largest revenues being generated in the first half of the year.  The Sanuk brand also brings additional distribution channels to the Company, as it sells to hundreds of independent specialty surf and skate shops throughout the US that were not significantly in the Company’s existing customer portfolio.  The acquisition was accounted for as a business combination, and the Sanuk brand is reported as a new reportable segment.

 

The Company has included the operating results of the Sanuk brand in its condensed consolidated financial statements since the date of acquisition, including worldwide revenue of $15,578 and operating loss of $307 for all distribution channels.  This operating loss includes overhead costs that are excluded from worldwide wholesale segment operating income of $1,459 (see note 8).  The operating loss also included $2,990 of amortization expense on the acquired Sanuk intangibles and $1,389 of expense related to the change in fair value of the Sanuk contingent consideration due to accretion.  For the nine months ended September 30, 2011, the Company incurred approximately $4,000 of transaction costs for the Sanuk acquisition which was included in SG&A expense.

 

The fair value of the acquired intangible assets and contingent consideration is provisional pending the Company’s final determination of fair value, including the valuation report for those assets and liabilities from a third party valuation expert assisting the Company.  Also, the fair value of the purchase price is provisional pending agreement on the final working capital adjustment.  The fair value of the contingent consideration is based on Level 3 inputs, and further changes in the fair value of the contingent consideration will be recorded through operating income (see note 5).  The Company allocated the excess of the purchase price over the identifiable intangible and net tangible assets to goodwill.  The goodwill arising from the acquisition of the Sanuk brand relates to the projected earnings power over the future.  The goodwill is included in the Sanuk wholesale reportable segment and all of it is expected to be deductible for tax purposes.

 

The Company used the income approach to value the contingent consideration and identifiable intangible assets.  The contingent consideration used a discounted cash flow method with a discount rate of 5.0% in 2011 and 7.0% thereafter.  The following table summarizes the methods used under the income approach for the identifiable intangible assets and their corresponding discount rates and royalty rates, where applicable:

 

13



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)

 

Identifiable intangible asset

 

Method

 

Discount Rate

 

Royalty Rate

 

US tradenames

 

Relief from royalty

 

15.0

%

5.0

%

International tradenames

 

Relief from royalty

 

17.0

%

5.0

%

Customer relationships

 

Excess earnings

 

15.5

%

 

 

International distributor relationships

 

Lost profits

 

17.5

%

 

 

US non-compete agreements

 

Lost profits

 

15.5

%

 

 

International non-compete agreements

 

Lost profits

 

17.5

%

 

 

Patents

 

Relief from royalty

 

16.5

%

3.0

%

US backlog

 

Excess earnings

 

14.0

%

 

 

International backlog

 

Excess earnings

 

16.0

%

 

 

 

The amortizable intangible assets are being amortized straight-line over their estimated useful lives, with the exception of the customer relationships, which are being amortized on an accelerated basis based on their aggregate projected after tax undiscounted cash flows.  The following table summarizes the consideration paid and the amounts of estimated fair value of the assets acquired and the liabilities assumed at the acquisition date:

 

 

 

 

 

Estimated

 

 

 

Estimated

 

Useful

 

 

 

Fair Value

 

Life (Years)

 

Consideration

 

 

 

 

 

Cash paid

 

$

126,615

 

 

 

Estimated working capital adjustment

 

(4,091

)

 

 

Contingent consideration arrangement

 

84,300

 

 

 

Total consideration transferred

 

$

206,824

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recognized amounts of identifiable assets acquired and liabilities assumed:

 

 

 

 

 

Trade accounts receivable, net of allowances of $1,130

 

$

12,809

 

 

 

Inventories

 

7,545

 

 

 

Other current assets

 

367

 

 

 

Trade accounts payable

 

(5,590

)

 

 

Other liabilities

 

(507

)

 

 

Net tangible assets acquired

 

$

14,624

 

 

 

 

 

 

 

 

 

Identifiable intangible assets:

 

 

 

 

 

Tradenames

 

$

47,200

 

20

 

Customer relationships

 

21,300

 

10

 

International distributor relationships

 

800

 

2

 

Non-compete agreements

 

5,300

 

5

 

Patents

 

6,600

 

14

 

Backlog

 

1,830

 

1

 

Goodwill

 

109,170

 

Non-amortizable

 

Total purchase price

 

$

206,824

 

 

 

 

The following table presents the unaudited pro forma results of the Company for the three and nine months ended September 30, 2011 and September 30, 2010 as if the acquisition of the Sanuk brand had occurred on January 1, 2010.  These results are not intended to reflect the actual operations of the Company had the acquisition occurred on January 1, 2010.  Acquisition transaction costs that were incurred in the three months ended September 30, 2011 are included in the pro forma operating

 

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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)

 

income for the nine months ended September 30, 2010 in the table below.  Transaction costs that were incurred prior to July 1, 2011 have been excluded from the pro forma operating income.

 

 

 

Three Months Ended

 

Nine Months Ended

 

 

 

September 30,

 

September 30,

 

 

 

2011

 

2010

 

2011

 

2010

 

 

 

 

 

 

 

 

 

 

 

Revenue

 

$

414,358

 

$

288,644

 

$

815,706

 

$

609,005

 

Operating income

 

$

95,021

 

$

65,994

 

$

120,066

 

$

106,882

 

 

The Company entered into a deferred purchase factoring agreement with CIT Commercial Services (CIT) whereby CIT collects the Sanuk accounts receivable at the gross amount of such receivables, less any discounts and allowances.  CIT is responsible for the servicing and administration of accounts receivables collected on behalf of the Company and, to the extent that an eligible account is in default, CIT is required to purchase the account from the Company.  CIT collects amounts due and remits collected funds, less factoring and various administrative fees.  Open receivables collected by CIT totaled approximately $6,100 at September 30, 2011 and are included in accounts receivable in the condensed consolidated balance sheets.  Collection fees for the three and nine months ended September 30, 2011 were $69.

 

(11)               Goodwill and Other Intangible Assets

 

The Company’s goodwill and other intangible assets are summarized as follows:

 

 

 

Goodwill,
Gross

 

Accumulated
Impairment

 

Goodwill,
Net

 

Balance at December 31, 2010

 

$

21,932

 

$

(15,425

)

$

6,507

 

Additions through acquisitions

 

109,170

 

 

109,170

 

Impairment

 

 

(406

)

(406

)

Balance at September 30, 2011

 

$

131,102

 

$

(15,831

)

$

115,271

 

 

Other intangible assets, net:

 

 

 

Balance at December 31, 2010

 

$

18,411

 

Purchases of intangible assets

 

87,255

 

Amortization expense

 

(7,596

)

Impairment

 

(1,420

)

Balance at September 30, 2011

 

$

96,650

 

 

(12)                Recent Accounting Pronouncements

 

In December 2010, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU), Disclosure of Supplementary Pro Forma Information for Business Combinations, an amendment to Accounting Standards Codification (ASC) 805, Business Combinations.  The amendment specifies that if a public entity presents comparative financial statements, the entity should disclose revenue and earnings of the combined entity as though the business combination had occurred as of the beginning of the comparable prior reporting period only.  The amendment also expands the supplemental pro forma disclosures to include a description of the nature and amount of material, nonrecurring pro forma adjustments directly attributable to the business combination included in the reported pro forma revenue and earnings.  The amendments are effective prospectively for business combinations for which the acquisition date is on or after January 1, 2011.  The Company adopted this standard in connection with its Sanuk acquisition and included the required disclosures in its condensed consolidated financial statements.

 

In June 2011, the FASB issued ASU, Presentation of Comprehensive Income, an amendment to ASC 220, Comprehensive Income, that brings US Generally Accepted Accounting Principles (GAAP) into alignment with International Financial Reporting Standards for the presentation of OCI.  Effective for the Company beginning January 1, 2012, the option in current GAAP that permits the presentation of OCI in the statement of changes in equity has been eliminated.  The provisions of the

 

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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)

 

update provide that an entity that reports items of OCI has two options:  (1) a single statement must present the components of net income, total net income, the components of OCI, total OCI, and total comprehensive income; or (2) a two-statement approach whereby an entity must present the components of net income and total net income in the first statement.  That statement must be immediately followed by a financial statement that presents the components of OCI, a total for OCI, and a total for comprehensive income.  The adoption of this ASU will only change the presentation of OCI on the Company’s consolidated financial statements beginning January 1, 2012.

 

In September 2011, the FASB issued ASU, Intangibles - Goodwill and Other, which allows an entity to first assess qualitative factors to determine whether it is necessary to perform the two-step quantitative goodwill impairment test.  Under this amendment, an entity would not be required to calculate the fair value of a reporting unit unless the entity determines, based on a qualitative assessment, that it is more likely than not that its fair value is less than its carrying amount.  This ASU will be effective for the Company January 1, 2012, with early adoption permitted.  The Company is considering early adoption of this update.  The Company does not expect that the adoption of this update will have a material effect on its financial statements.

 

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Table of Contents

 

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

 

SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS

 

This report and the information incorporated by reference in this report contain “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,” “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 global business, growth, operating and financing strategies;

·                  our product and geographic mix;

·                  the success of new products, new brands, and other growth initiatives;

·                  the impact of seasonality on our operations;

·                  expectations regarding our net sales and earnings growth and other financial metrics;

·                  our development of worldwide distribution channels;

·                  trends affecting our financial condition, results of operations, or cash flows;

·                  overall global economic trends; and

·                  reliability of overseas factory production and storage and availability of raw materials.

 

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 Part II, 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 in its entirety, together with 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.

 

References to “Deckers,” “we,” “us,” “our,” or similar terms refer to Deckers Outdoor Corporation together with its consolidated subsidiaries.  Unless otherwise specifically indicated, all amounts herein are expressed in thousands, except for share quantity, per share data, and selling prices.  The following discussion of our financial condition and results of operations should be read together with our condensed consolidated financial statements and the accompanying notes to those statements included elsewhere in this document.

 

Overview

 

We are a leading designer, producer, marketer, and brand manager of innovative, high-quality footwear and accessories.  We market our products primarily under three proprietary brands:

 

·                  UGG®: Premier brand in luxury and comfort footwear and accessories;

·                  Teva®: High performance multi-sport shoes, rugged outdoor footwear, and sport sandals; and

·                  Sanuk®: Innovative action sport footwear brand rooted in the surf community.

 

Our financial condition and results of operations include the operations of Sanuk beginning July 1, 2011, our acquisition date.  In addition to our primary brands, our other brands include TSUBO®, a line of high-end casual footwear that incorporates style, function and maximum comfort; Ahnu®, a line of outdoor performance and lifestyle footwear; MOZO®, a line of footwear that combines running shoe technology with work shoe toughness for individuals that spend long hours working on their feet; and Simple®, a line which we plan to cease distribution effective December 31, 2011.

 

We sell our brands through our quality domestic retailers and international distributors and retailers, as well as directly to our end-user consumers through our eCommerce business and our retail stores.  Independent third parties manufacture all of our products.  In 2010, we converted our Teva business in Belgium, the Netherlands, and Luxemburg (Benelux) and France from a distributor model to a wholesale model.  In January 2011, we converted from a distributor model to a wholesale model for the UGG, Teva, and Simple brands in the United Kingdom (UK) and Ireland and the UGG and Simple brands in Benelux and France.

 

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Table of Contents

 

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

 

·                  The prolonged US and global economic conditions have adversely impacted businesses worldwide in general.  Some of our customers have been, and more may be, adversely affected, which in turn has, and may continue to, adversely impact our financial results.

 

·                  The top grade sheepskin used in certain UGG products is in high demand and limited supply and there have been significant increases in the prices of top grade sheepskin as the demand from competitors for this material has increased.

 

·                  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 become more environmentally responsible.

 

By emphasizing our brands’ images and our focus on comfort, performance and authenticity, we believe we can continue to 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 key factors that affect each business and some of our strategies for growing each business.

 

UGG Brand Overview

 

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

 

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

·                  continued innovation of new product categories and styles;

·                  increased marketing in high-end magazines and outdoor advertising;

·                  targeted marketing at prospective consumers in new catalogs and direct mail pieces;

·                  successful targeting of high-end distribution;

·                  expanded product assortment purchases from existing accounts;

·                  adoption by high-profile 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;

·                  increased exposure to the brand driven by our concept stores which showcase all of our product offerings;

·                  continued expansion of worldwide retail through new UGG Australia stores;

·                  continued geographic expansion across the US and internationally; and

·                  expansion of our shop-in-shop program worldwide.

 

We believe the luxury and comfort features of UGG products will continue to drive long-term consumer demand.  Recognizing that there is a significant fashion element to UGG footwear and that footwear fashions fluctuate, our strategy seeks to prolong 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, and a fall line that consists of a range of luxurious collections for both genders, an expanded kids’ line, as well as handbags, cold weather accessories, and outerwear.  We believe that the evolution of the UGG brand and our strategy

 

18



Table of Contents

 

of product diversification also will help decrease our reliance on prime twinface sheepskin, which is in high demand and subject to price volatility.

 

Teva Brand Overview

 

Our Teva brand is positioned to be the leading innovative, global, action-outdoor brand, with over 25 years worth of contributions to the outdoor adventure experience.  The Teva brand pioneered the water sport sandal category in 1984, and to this day, our brand mission is to inspire spontaneity, camaraderie and adventure on, around, or in water.  Leveraging our core performance competencies of traction, hydro and comfort, we are focused on driving growth through innovation in the emerging action-outdoor space through multi-sport, light hiking, freestyle mountain bike riding, action water sports, and other action-outdoor lifestyle products.

 

Our efforts to expand the Teva brand beyond sandals, while embracing our core water-based competencies, contributed to significant revenue growth in 2010.  Throughout 2010 and year-to-date 2011, our broader range of products demonstrated strong retail sell-through across all channels, and we believe that our retail partners have viewed both our product and marketing innovations as relevant and compelling.

 

We see an opportunity to grow the Teva brand significantly outside of the US.  In January 2010, we converted from a distributor model to a wholesale model in the Benelux region and France, enhancing our marketing and distribution capabilities in the outdoor active Benelux market.  In January 2011, we converted our Teva brand international business from an independent distributor to a wholesale model in the UK, including Scotland and Ireland, which now affords us the opportunity to better drive our brand building and growth initiatives in this important influential market.  Within the US, we see strong growth opportunities within our current core channels of distribution, outdoor specialty and sporting goods, as our product assortment evolves and expands.  Also, through effective product and distribution segmentation, we see significant expansion opportunities within the family value, department store, better footwear, and action sports channels.  However, we cannot assure investors that these efforts will be successful.

 

Sanuk Brand Overview

 

On July 1, 2011 we acquired the Sanuk brand, a dynamic action sport footwear brand rooted in surf, known for its original sandals and shoes and irreverent marketing.  The brand has a history of innovation, product invention, foot-friendly comfort and clever branding.  Sanuk is currently available in more than 1,700 retailers in 40 countries and at Sanuk.com.  The brand enjoys diverse acceptance across multiple channels driven by key action sports retailers as well as outdoor retailers such as REI, EMS, and Bass Pro, specialty retailers including Fred Segal and Nordstrom, and larger national chains including Journeys, Dillards, and The Buckle.

 

Sanuk products have been twice recognized at the Surf Industry Manufacturers Association (SIMA) Image Awards as the 2007 and 2010 Footwear Product of the Year.  The brand is best known for its Sidewalk Surfers®, “These are not shoes, they’re sandals®”, often referred to as “Not-A-Shoe,” for the patented sandal construction, which allows the consumers feet to bend and flex in natural comfort.  The Sanuk brand uses innovative materials in its footwear such as yoga mats and indoor-outdoor carpet.

 

We believe that the Sanuk brand is an ideal addition to the Deckers family of brands and all can leverage off each others’ distribution channels.  The Sanuk business is a profitable, well-run business that we believe provides for substantial growth opportunities within the action sports market, as well as other markets and channels in which Deckers is already established.  In the 14 years since its inception, the founder and the team have consistently brought creativity, fun, and comfort to the line of sandals and shoes for men, women, and children.  The Sanuk brand’s offerings now include the patented Sidewalk Surfer shoe which effectively introduced the deconstructed footwear movement, the Fraid Not sandal collection, and the Yoga Mat sandal made from yoga mat material, which was cited as the 2010 Product of the Year by SIMA.  The Sanuk brand continues to build on its authentic position in the surf and outdoor markets through its relationships with prominent professional athletes, including surfers, bouldering athletes, and rock climbers, known as much for their unique personal styles and charisma as for their specialized talents.

 

Other Brands Overview

 

Our other brands consist of TSUBO, Ahnu, MOZO, and Simple.  Our other brands are all sold through most of our distribution channels, with the majority through wholesale channels.  We plan to cease distribution of the Simple brand effective December 31, 2011.

 

TSUBO, meaning pressure point in Japanese, is marketed as high-end casual footwear 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.  We are positioning the TSUBO

 

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Table of Contents

 

brand as the premium footwear solution for people in the city.  We are continuing to create products to address consumers’ unique needs of all-day comfort, innovative style, and superior quality.

 

The Ahnu brand is an outdoor performance and lifestyle footwear brand for men and women.  The name Ahnu is derived from the Celtic goddess representing the balance of well-being and prosperity.  The brand focuses primarily on women consumers offering style and comfort for active women on both trails and pavement.  The product goal is to achieve uncompromising footwear performance by developing footwear that will provide the appropriate balance of traction, grip, flexibility, cushioning, and durability for a variety of outdoor activities — whether on trails, beaches, or sidewalks.

 

The MOZO brand strives to deliver revolutionary footwear for creative, passionate, and talented professionals that spend long hours working on their feet.  Our high-performance footwear is designed to the specifications of these professionals, not just their workplace.  In 2011, MOZO introduced The Chef Signature Collection:  footwear designed by Marcus Samuelsson, Aaron Sanchez, and Chris Cosentino.  This collection has put the MOZO brand in the press for the first time and allowed the brand to open up new distribution opportunities.  We have recently expanded our distribution to include large on-line retailers and into the health care worker market.

 

We expect to leverage our design, marketing and distribution capabilities to grow these brands over the next several years, consistent with our mission to build niche brands into global market leaders.  Nevertheless, we cannot assure investors that our efforts will be successful.

 

eCommerce Overview

 

Our eCommerce business, which sells all of our brands, allows us to reinforce our relationship with the consumer.  eCommerce enables us to meet the growing demand for our products, sell the products at retail prices and provide significant incremental operating income.  The eCommerce business provides us an opportunity to communicate to the consumer with a consistent brand message that is in line with our brands’ promises, drives awareness of key brand initiatives, and offers targeted information to specific consumer segments.  In recent years, our eCommerce business has had significant revenue growth, much of which occurred as the UGG brand gained popularity and as consumers continued to increase internet usage for footwear and other purchases.

 

Managing our eCommerce business requires us to focus on the latest trends and techniques for web design and marketing, to generate 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 eCommerce business through improved website features and performance, increased marketing, more international websites, and utilization of mobile and tablet technology.  Nevertheless, we cannot assure investors that revenue from our eCommerce business will continue to grow.

 

Retail Stores Overview

 

Our retail stores are predominantly UGG Australia concept stores and UGG Australia outlet stores.  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.  In addition, our UGG Australia concept stores allow us to showcase our entire line; whereas, a retailer may not carry the whole line.  Through our outlet stores, we sell some of our discontinued styles from prior seasons, plus products made specifically for the outlet stores.  We sell Teva products as well as some of our other brands through our UGG Australia outlet stores.

 

As of September 30, 2011, we had a total of 37 retail stores worldwide.  These stores are company-owned and operated and include our China stores, which are owned and operated with our joint venture partner.  During the fourth quarter of 2011, we opened or plan to open additional retail stores in Canada, the UK, and Asia.  We intend to continue opening more retail stores worldwide beyond 2011.

 

Seasonality

 

Our business is seasonal, with the highest percentage of UGG brand net sales occurring in the third and fourth quarters and the highest percentage of Teva and Sanuk brand net sales occurring in the first and second quarters of each year.  Our financial results include the Sanuk brand beginning July 1, 2011.  Our other brands do not have a significant seasonal impact.

 

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Table of Contents

 

 

 

2011

 

 

 

First
Quarter

 

Second
Quarter

 

Third
Quarter

 

Fourth
Quarter

 

Net sales

 

$

204,851

 

$

154,222

 

$

414,358

 

 

 

Income (loss) from operations

 

$

28,195

 

$

(10,798

)

$

90,661

 

 

 

 

 

 

2010

 

 

 

First
Quarter

 

Second
Quarter

 

Third
Quarter

 

Fourth
Quarter

 

Net sales

 

$

155,927

 

$

137,059

 

$

277,879

 

$

430,124

 

Income from operations

 

$

28,821

 

$

13,216

 

$

66,314

 

$

140,737

 

 

With the large growth in the UGG brand over the past several years, net sales in the last half of the year have exceeded that for the first half of the year.  Given our expectations for our brands, 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 Part II, Item 1A, “Risk Factors.”

 

Results of Operations

 

Three Months Ended September 30, 2011 Compared to Three Months Ended September 30, 2010

 

The following table summarizes the Company’s results of operations:

 

 

 

Three Months Ended September 30,

 

 

 

2011

 

2010

 

Change

 

 

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

Net sales

 

$

414,358

 

100.0

%

$

277,879

 

100.0

%

$

136,479

 

49.1

%

Cost of sales

 

211,505

 

51.0

 

146,926

 

52.9

 

64,579

 

44.0

 

Gross profit

 

202,853

 

49.0

 

130,953

 

47.1

 

71,900

 

54.9

 

Selling, general and administrative expenses

 

112,192

 

27.1

 

64,639

 

23.3

 

47,553

 

73.6

 

Income from operations

 

90,661

 

21.9

 

66,314

 

23.9

 

24,347

 

36.7

 

Other expense (income), net

 

50

 

 

(213

)

(0.1

)

263

 

123.5

 

Income before income taxes

 

90,611

 

21.9

 

66,527

 

23.9

 

24,084

 

36.2

 

Income taxes

 

28,266

 

6.8

 

24,555

 

8.8

 

3,711

 

15.1

 

Net income

 

62,345

 

15.1

 

41,972

 

15.1

 

20,373

 

48.5

 

Net loss attributable to the noncontrolling interest

 

139

 

 

171

 

0.1

 

(32

)

(18.7

)

Net income attributable to Deckers Outdoor Corporation

 

$

62,484

 

15.1

%

$

42,143

 

15.2

%

$

20,341

 

48.3

%

 

Overview.  The Sanuk brand operations are included in our results of operations effective upon our acquisition date of July 1, 2011.  The increase in net sales was primarily due to an increase in UGG product sales as well as the addition of Sanuk product sales.  The increase in income from operations resulted primarily from higher net sales and increased gross margin, partially offset by higher selling, general and administrative expenses.

 

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Table of Contents

 

Net Sales.  The following tables summarize net sales by location, brand and distribution channel:

 

 

 

Three Months Ended September 30,

 

 

 

 

 

 

 

Change

 

 

 

2011

 

2010

 

Amount

 

%

 

Net sales by location:

 

 

 

 

 

 

 

 

 

US

 

$

257,934

 

$

204,728

 

$

53,206

 

26.0

%

International

 

156,424

 

73,151

 

83,273

 

113.8

 

Total

 

$

414,358

 

$

277,879

 

$

136,479

 

49.1

%

 

 

 

 

 

 

 

 

 

 

Net sales by brand and distribution channel:

 

 

 

 

 

 

 

 

 

UGG:

 

 

 

 

 

 

 

 

 

Wholesale

 

$

334,308

 

$

229,128

 

$

105,180

 

45.9

%

eCommerce

 

7,844

 

6,827

 

1,017

 

14.9

 

Retail stores

 

34,523

 

19,835

 

14,688

 

74.1

 

Total

 

376,675

 

255,790

 

120,885

 

47.3

 

Teva:

 

 

 

 

 

 

 

 

 

Wholesale

 

12,879

 

12,226

 

653

 

5.3

 

eCommerce

 

1,674

 

1,295

 

379

 

29.3

 

Retail stores

 

140

 

171

 

(31

)

(18.1

)

Total

 

14,693

 

13,692

 

1,001

 

7.3

 

Sanuk:

 

 

 

 

 

 

 

 

 

Wholesale

 

15,350

 

 

15,350

 

*

 

eCommerce

 

228

 

 

228

 

*

 

Retail stores

 

 

 

 

*

 

Total

 

15,578

 

 

15,578

 

*

 

Other:

 

 

 

 

 

 

 

 

 

Wholesale

 

6,866

 

7,696

 

(830

)

(10.8

)

eCommerce

 

508

 

543

 

(35

)

(6.4

)

Retail stores

 

38

 

158

 

(120

)

(75.9

)

Total

 

7,412

 

8,397

 

(985

)

(11.7

)

Total

 

$

414,358

 

$

277,879

 

$

136,479

 

49.1

%

 

 

 

 

 

 

 

 

 

 

Total eCommerce

 

$

10,254

 

$

8,665

 

$

1,589

 

18.3

%

 

 

 

 

 

 

 

 

 

 

Total Retail stores

 

$

34,701

 

$

20,164

 

$

14,537

 

72.1

%

 


* Calculation of percentage change is not meaningful.

 

The increase in net sales was primarily driven by strong sales for the UGG brand and the addition of the Sanuk brand.  We experienced an increase in the number of pairs sold primarily through our UGG wholesale segment plus the addition of our Sanuk wholesale segment, partially offset by a decrease in pairs sold in our other brands wholesale segment.  This resulted in an increase in the overall volume of footwear sold for all brands of 37.8% to approximately 6.2 million pairs sold for the three months ended September 30, 2011 from 4.5 million pairs for the three months ended September 30, 2010.  Our weighted-average wholesale selling price per pair increased to $63.99 for the three months ended September 30, 2011 from $58.61 for the three months ended September 30, 2010.  The increased average selling price was partially due to higher selling prices resulting from our conversion from a distributor model to a direct wholesale model for our UGG brand in the UK and Benelux and for our Teva brand in the UK.  The increased selling prices over the prior year period from this conversion will not recur; however, we expect to maintain the wholesale selling prices in these regions in the future.

 

Wholesale net sales of our UGG brand increased primarily due to an increase in the overall volume of pairs sold as well as an increase in the average selling price largely related to our conversion to a direct wholesale model in the UK and Benelux.  We cannot assure investors that UGG brand sales will continue to grow at their past pace.

 

Wholesale net sales of our Teva brand increased primarily due to an increase in the average selling price, largely related to our conversion to a direct wholesale model in the UK.

 

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Wholesale net sales of our Sanuk brand, which we acquired in July 2011, was $15,350.

 

Wholesale net sales of our other brands decreased due to a decrease in pairs sold, partially offset by an increase in the average selling price.

 

Net sales of our eCommerce business increased due to an increase in the number of pairs sold, partially offset by a decrease in the average selling price.

 

Net sales of our retail store business, which are primarily UGG brand sales, increased largely due to the addition of 13 new stores opened since September 30, 2010.  New stores that were not open during the full three months ended September 30, 2010 contributed approximately $13,000 of retail sales for three months ended September 30, 2011.  We do not expect this growth rate to continue because as we increase the number of our stores, each new store will have less proportional impact on our growth rate.  For those stores that were open during the full third quarter of 2011 and 2010, same store sales grew by 15.4%.  Nevertheless, we cannot assure investors that retail store sales will continue to grow at their recent pace or that revenue from our retail store business will not at some point decline.

 

International sales, which are included in the segment sales above, for all of our products combined represented 37.8% and 26.3% of worldwide net sales for the three months ended September 30, 2011 and 2010, respectively.  The increase in international sales was largely due to increased sales for our UGG wholesale channel, primarily in the European region, related to our conversion to a direct wholesale model.

 

Gross Profit.  As a percentage of net sales, gross margin increased primarily due to the conversion in the UK and Benelux from distributor to wholesale direct models, the addition of the Sanuk brand, and an increased mix of retail sales, which generally carry higher margins.  The increase was partially offset by increased cost of goods, including sheepskin and other material costs as well as increased factory costs.

 

Selling, General and Administrative Expenses (SG&A).  As a percentage of net sales, SG&A increased primarily from:

 

·                  increased retail costs of approximately $10,000, largely related to 13 new retail stores that were not open as of September 30, 2010;

·                  increased marketing expenses of approximately $8,000, largely related to our new UGG men’s and women’s campaigns;

·                  increased international division expenses of approximately $7,000 in support of our continued international expansion and our distributor conversions to the wholesale model;

·                  increased divisional brand expenses of approximately $5,000 in support of our continued growth;

·                  increased depreciation and amortization expenses of approximately $5,000, primarily related to the purchase of Sanuk brand intangible assets.

 

Income from Operations.  The gross profit derived from the sales to third parties of the eCommerce and retail store segments is separated into two components:  (i) the wholesale profit is included in the related operating income or loss of each wholesale segment, and (ii) the remaining profit is included in the eCommerce and retail stores segments.  The following table summarizes operating income (loss) by segment:

 

 

 

Three Months Ended September 30,

 

 

 

 

 

 

 

Change

 

 

 

2011

 

2010

 

Amount

 

%

 

UGG wholesale

 

$

143,998

 

$

96,568

 

$

47,430

 

49.1

%

Teva wholesale

 

(1,389

)

230

 

(1,619

)

(703.9

)

Sanuk wholesale

 

1,459

 

 

1,459

 

 

*

Other wholesale

 

(2,965

)

(229

)

(2,736

)

(1,194.8

)

eCommerce

 

483

 

787

 

(304

)

(38.6

)

Retail stores

 

(544

)

991

 

(1,535

)

(154.9

)

Unallocated overhead costs

 

(50,381

)

(32,033

)

(18,348

)

(57.3

)

Total

 

$

90,661

 

$

66,314

 

$

24,347

 

36.7

%

 


* Calculation of percentage change is not meaningful.

 

Income from operations increased due to the increase in net sales and gross margin, partially offset by the higher SG&A expenses.

 

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Table of Contents

 

The increase in income from operations of UGG brand wholesale was primarily the result of increased sales and a 1.7 percentage point increase in gross margin, partially attributable to our distributor conversions in Europe.  The gross margin increase was partially offset by sheepskin and other material and factory cost increases.  The increase in income was partially offset by higher marketing and promotional expenses of approximately $6,000, related to our new men’s and women’s campaigns.

 

The loss from operations of Teva brand wholesale, compared to income from operations in the prior year period, was primarily due to increased selling, marketing and promotional, and other divisional expenses totaling approximately $1,500, partially offset by the increase in sales.

 

The income from operations from our Sanuk brand, which we acquired in July 2011, was $1,459.

 

The loss from operations of our other brands wholesale increased primarily due to a 26.9 percentage point decrease in gross margin largely due to the increased impact of closeout sales.  As we are ceasing distribution of the Simple brand, we experienced negative margins on Simple brand closeout sales and also recorded additional inventory write-downs.

 

The decrease in income from operations of our eCommerce business was primarily due to an increase in marketing and promotional expenses and UK expenses, primarily related to the start-up of our European eCommerce business, totaling approximately $1,000, partially offset by the increase in sales.

 

The loss from operations of our retail store business, compared to income from operations in the prior year period, was primarily due to approximately $10,000 of higher operating expenses largely related to our new store openings.  These results were partially offset by increased sales and a 2.3 percentage point increase in gross margin, primarily due to an increase in international sales which generally carry higher margins.

 

The increase in unallocated overhead costs resulted most significantly from an increase of approximately $7,000 related to international infrastructure costs primarily to support our conversions from distributor models to direct wholesale models, as well as transaction costs related to our Sanuk acquisition of approximately $3,000 and increased legal expenses of approximately $2,000 primarily related to the protection of our intellectual property including our trademarks.

 

Other (Income) Expense, Net.  Other income, net decreased primarily due to a one-time foreign sales tax exemption in the prior year period.

 

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 and can vary from quarter to quarter.  Income tax expense and effective income tax rates were as follows:

 

 

 

Three Months Ended

 

 

 

September 30,

 

 

 

2011

 

2010

 

Income tax expense

 

$

28,266

 

$

24,555

 

Effective income tax rate

 

31.2

%

36.9

%

 

The decrease in the effective tax rate was primarily due to the increase in our projected annual foreign pre-tax income as a percentage of worldwide pre-tax income, as income generated in the US is taxed at significantly higher rates than most of our foreign jurisdictions.  For the full year 2011, we expect to generate approximately 23% of our pre-tax earnings from a country which does not impose a corporate income tax.  Unremitted earnings of non-US subsidiaries are expected to be reinvested outside of the US indefinitely.  Such earnings would become taxable upon the sale or liquidation of these subsidiaries or upon the remittance of dividends.  As of September 30, 2011, we had an immaterial amount of cash and cash equivalents outside the US that would be subject to additional income taxes if it were to be repatriated.  We have no plans to repatriate any of our foreign cash.  We anticipate our effective tax rate for the full year 2011 to be significantly lower than the full year rate of 35.9% in 2010.

 

Net Loss Attributable to the Noncontrolling Interest.  Net loss attributable to the noncontrolling interest in our joint venture with Stella International was $139 and $171 for the three months ended September 30, 2011 and 2010, respectively.

 

Net Income Attributable to Deckers Outdoor Corporation.   Our net income increased as a result of the items discussed above.  Our diluted earnings per share increased primarily as a result of the increase in net income.

 

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Table of Contents

 

Nine Months Ended September 30, 2011 Compared to Nine Months Ended September 30, 2010

 

The following table summarizes the Company’s results of operations:

 

 

 

Nine Months Ended September 30,

 

 

 

2011

 

2010

 

Change

 

 

 

Amount

 

%

 

Amount

 

%

 

Amount

 

%

 

Net sales

 

$

773,431

 

100.0

%

$

570,865

 

100.0

%

$

202,566

 

35.5

%

Cost of sales

 

402,188

 

52.0

 

301,262

 

52.8

 

100,926

 

33.5

 

Gross profit

 

371,243

 

48.0

 

269,603

 

47.2

 

101,640

 

37.7

 

Selling, general and administrative expenses

 

263,185

 

34.0

 

161,252

 

28.2

 

101,933

 

63.2

 

Income from operations

 

108,058

 

14.0

 

108,351

 

19.0

 

(293

)

(0.3

)

Other income, net

 

(131

)

 

(775

)

(0.1

)

644

 

(83.1

)

Income before income taxes

 

108,189

 

14.0

 

109,126

 

19.1

 

(937

)

(0.9

)

Income taxes

 

33,539

 

4.3

 

40,104

 

7.0

 

(6,565

)

(16.4

)

Net income

 

74,650

 

9.7

 

69,022

 

12.1

 

5,628

 

8.2

 

Net income attributable to the noncontrolling interest

 

(327

)

 

(18

)

 

(309

)

 

*

Net income attributable to Deckers Outdoor Corporation

 

$

74,323

 

9.6

%

$

69,004

 

12.1

%

$

5,319

 

7.7

%

 


* Calculation of percentage change is not meaningful.

 

Overview.  The Sanuk brand operations are included in our results of operations effective upon our acquisition date of July 1, 2011.  The increase in net sales was primarily due to an increase in UGG product sales.  The increase in income from operations resulted from higher sales and higher gross margin, partially offset by higher SG&A expenses.

 

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Table of Contents

 

Net Sales.  The following table summarizes net sales by location and net sales by brand and distribution channel:

 

 

 

Nine Months Ended September 30,

 

 

 

 

 

 

 

Change

 

 

 

2011

 

2010

 

Amount

 

%

 

Net sales by location:

 

 

 

 

 

 

 

 

 

US

 

$

488,828

 

$

386,963

 

$

101,865

 

26.3

%

International

 

284,603

 

183,902

 

100,701

 

54.8

 

Total

 

$

773,431

 

$

570,865

 

$

202,566

 

35.5

%

 

 

 

 

 

 

 

 

 

 

Net sales by brand and distribution channel:

 

 

 

 

 

 

 

 

 

UGG:

 

 

 

 

 

 

 

 

 

Wholesale

 

$

510,739

 

$

381,728

 

$

129,011

 

33.8

%

eCommerce

 

32,901

 

26,223

 

6,678

 

25.5

 

Retail stores

 

89,728

 

52,417

 

37,311

 

71.2

 

Total

 

633,368

 

460,368

 

173,000

 

37.6