UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2016
or
o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission File No. 000-51754
CROCS, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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20-2164234 |
7477 East Dry Creek Parkway, Niwot, Colorado 80503
(Address, including zip code, of registrant’s principal executive offices)
(303) 848-7000
(Registrant’s telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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Large accelerated filer x |
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Accelerated filer o |
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Non-accelerated filer o (do not check if a smaller reporting company) |
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Smaller reporting companyo |
Indicate by check mark whether the registrant is shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of July 31, 2016, Crocs, Inc. had 73,485,284 shares of its $0.001 par value common stock outstanding.
Special Note Regarding Forward-Looking Statements
This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. In addition, we may make other written and oral communications from time to time that contain such statements. Forward-looking statements include statements as to industry trends, our future expectations, and other matters that do not relate strictly to historical facts and are based on certain assumptions of our management. These statements, which express management’s current views concerning future events or results, use words like “anticipate,” “assume,” “ believe,” “continue,” “estimate,” “expect,” “future,” “intend,” “plan,” “project,” “strive,” and future or conditional tense verbs like “could,” “may,” “might,” “should,” “will,” “would” and similar expressions or variations. Forward-looking statements are subject to risks, uncertainties and other factors, which may cause actual results to differ materially from future results expressed or implied by such forward-looking statements. Important factors that could cause actual results to differ materially from the forward-looking statements include, without limitation, those described in the section entitled “Risk Factors” under Item 1A in our Annual Report on Form 10-K for the year ended December 31, 2015 and subsequent filings with the Securities and Exchange Commission. Moreover, such forward-looking statements speak only as of the date of this report. We undertake no obligation to update any forward-looking statements to reflect events or circumstances after the date of such statements.
Crocs, Inc.
Table of Contents to the Quarterly Report on Form 10-Q
For the Quarterly Period Ended June 30, 2016
PART I — Financial Information
CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(in thousands, except per share data)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2016 |
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2015 |
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2016 |
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2015 |
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Revenues |
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$ |
323,828 |
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$ |
345,671 |
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$ |
602,968 |
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$ |
607,864 |
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Cost of sales |
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154,188 |
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155,801 |
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303,962 |
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290,624 |
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Gross profit |
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169,640 |
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189,870 |
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299,006 |
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317,240 |
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Selling, general and administrative expenses |
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148,463 |
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168,636 |
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263,393 |
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294,705 |
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Asset impairment charges |
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572 |
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2,075 |
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765 |
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2,075 |
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Restructuring charges |
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— |
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2,810 |
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— |
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6,473 |
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Income from operations |
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20,605 |
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16,349 |
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34,848 |
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13,987 |
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Foreign currency transaction gain (loss), net |
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(1,700 |
) |
(217 |
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(2,947 |
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277 |
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Interest income |
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164 |
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196 |
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380 |
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484 |
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Interest expense |
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(234 |
) |
(260 |
) |
(477 |
) |
(479 |
) | ||||
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Other expense, net |
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(189 |
) |
(80 |
) |
(107 |
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(411 |
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Income before income taxes |
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18,646 |
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15,988 |
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31,697 |
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13,858 |
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Income tax expense |
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(3,109 |
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(2,562 |
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(6,014 |
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(2,857 |
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Net income |
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$ |
15,537 |
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$ |
13,426 |
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$ |
25,683 |
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$ |
11,001 |
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Dividends on Series A convertible preferred stock |
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$ |
(3,000 |
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$ |
(3,000 |
) |
$ |
(6,000 |
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$ |
(5,833 |
) |
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Dividend equivalents on Series A convertible preferred shares related to redemption value accretion and beneficial conversion feature |
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(802 |
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(736 |
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(1,587 |
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(1,457 |
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Net income attributable to common stockholders |
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$ |
11,735 |
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$ |
9,690 |
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$ |
18,096 |
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$ |
3,711 |
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Net income per common share: |
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Basic |
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$ |
0.13 |
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$ |
0.11 |
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$ |
0.21 |
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$ |
0.04 |
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Diluted |
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$ |
0.13 |
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$ |
0.11 |
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$ |
0.20 |
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$ |
0.04 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(UNAUDITED)
(in thousands)
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Three Months Ended June 30, |
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Six Months Ended June 30, |
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2016 |
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2015 |
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2016 |
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2015 |
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Net income |
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$ |
15,537 |
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$ |
13,426 |
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$ |
25,683 |
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$ |
11,001 |
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Other comprehensive income (loss): |
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Foreign currency translation gain (loss), net |
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1,871 |
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6,297 |
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6,671 |
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(17,567 |
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Total comprehensive income (loss) |
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$ |
17,408 |
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$ |
19,723 |
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$ |
32,354 |
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$ |
(6,566 |
) |
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(in thousands, except number of shares)
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June 30, |
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December 31, |
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ASSETS |
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Current assets: |
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Cash and cash equivalents |
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$ |
146,662 |
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$ |
143,341 |
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Accounts receivable, net of allowances of $55,953 and $49,364, respectively |
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134,155 |
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83,616 |
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Inventories |
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169,853 |
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168,192 |
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Income tax receivable |
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10,184 |
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10,233 |
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Other receivables |
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21,266 |
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14,233 |
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Prepaid expenses and other assets |
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31,270 |
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26,334 |
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Total current assets |
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513,390 |
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445,949 |
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Property and equipment, net |
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46,409 |
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49,490 |
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Intangible assets, net |
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77,393 |
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82,297 |
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Goodwill |
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2,561 |
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1,973 |
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Deferred tax assets, net |
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6,612 |
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6,608 |
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Other assets |
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20,031 |
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21,703 |
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Total assets |
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$ |
666,396 |
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$ |
608,020 |
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LIABILITIES AND STOCKHOLDERS’ EQUITY |
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Current liabilities: |
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Accounts payable |
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$ |
73,429 |
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$ |
63,336 |
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Accrued expenses and other liabilities |
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105,404 |
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92,573 |
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Income taxes payable |
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8,793 |
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6,416 |
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Current portion of borrowings and capital lease obligations |
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4,993 |
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4,772 |
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Total current liabilities |
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192,619 |
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167,097 |
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Long-term income tax payable |
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4,810 |
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4,547 |
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Long-term borrowings and capital lease obligations |
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329 |
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1,627 |
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Other liabilities |
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13,606 |
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13,120 |
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Total liabilities |
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211,364 |
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186,391 |
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Commitments and contingencies: |
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Series A convertible preferred stock, par value $0.001 per share, 1,000,000 shares authorized, 200,000 shares issued and outstanding, redemption amount and liquidation preference of $203,000 and $203,000 as of June 30, 2016 and December 31, 2015, respectively |
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177,244 |
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175,657 |
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Stockholders’ equity: |
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Preferred stock, par value $0.001 per share, 4,000,000 shares authorized, none outstanding |
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— |
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— |
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Common stock, par value $0.001 per share, 250,000,000 shares authorized, 93,760,311 and 73,481,889 shares issued and outstanding, respectively, as of June 30, 2016 and 93,101,007 and 72,851,418 shares issued and outstanding, respectively, as of December 31, 2015 |
|
95 |
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94 |
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Treasury stock, at cost, 20,278,422 and 20,249,589 shares as of June 30, 2016 and December 31, 2015, respectively |
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(284,176 |
) |
(283,913 |
) | ||
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Additional paid-in capital |
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359,554 |
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353,241 |
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Retained earnings |
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246,557 |
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227,463 |
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Accumulated other comprehensive loss |
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(44,242 |
) |
(50,913 |
) | ||
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Total stockholders’ equity |
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277,788 |
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245,972 |
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Total liabilities and stockholders’ equity |
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$ |
666,396 |
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$ |
608,020 |
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The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CROCS, INC. AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(in thousands)
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Six Months Ended June 30, |
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2016 |
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2015 |
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Cash flows from operating activities: |
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Net income |
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$ |
25,683 |
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$ |
11,001 |
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|
Adjustments to reconcile net income to net cash used in operating activities: |
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Depreciation and amortization |
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17,031 |
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19,108 |
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Unrealized gain on foreign exchange, net |
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(4,884 |
) |
(180 |
) | ||
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Deferred income taxes |
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211 |
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71 |
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Asset impairment charges |
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765 |
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2,075 |
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Provision for doubtful accounts, net |
|
591 |
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6,220 |
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Share-based compensation |
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5,898 |
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6,492 |
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Other non-cash items |
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118 |
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92 |
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Changes in operating assets and liabilities: |
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Accounts receivable, net of allowances |
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(47,129 |
) |
(80,201 |
) | ||
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Inventories |
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2,148 |
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(15,862 |
) | ||
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Prepaid expenses and other assets |
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(7,533 |
) |
(3,347 |
) | ||
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Accounts payable |
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8,920 |
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43,383 |
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Accrued expenses and other liabilities |
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15,573 |
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18,122 |
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Income taxes |
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2,426 |
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(10,025 |
) | ||
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Cash provided by (used in) operating activities |
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19,818 |
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(3,051 |
) | ||
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Cash flows from investing activities: |
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Cash paid for purchases of property and equipment |
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(10,280 |
) |
(4,176 |
) | ||
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Proceeds from disposal of property and equipment |
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2,428 |
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— |
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Cash paid for intangible assets |
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(2,561 |
) |
(5,496 |
) | ||
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Change in restricted cash |
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(845 |
) |
531 |
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Cash used in investing activities |
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(11,258 |
) |
(9,141 |
) | ||
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Cash flows from financing activities: |
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|
|
|
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Proceeds from bank borrowings |
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29,582 |
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— |
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Repayments of bank borrowings and capital lease obligations |
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(30,662 |
) |
(2,630 |
) | ||
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Dividends - Series A preferred stock |
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(6,000 |
) |
(5,900 |
) | ||
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Deferred debt issuance costs |
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(466 |
) |
(57 |
) | ||
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Issuances of common stock |
|
366 |
|
959 |
| ||
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Purchase of treasury stock, net of issuances |
|
— |
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(42,727 |
) | ||
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Repurchase of common stock for tax withholding |
|
(263 |
) |
(261 |
) | ||
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Cash used in financing activities |
|
(7,443 |
) |
(50,616 |
) | ||
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Effect of exchange rate changes on cash |
|
2,204 |
|
(7,425 |
) | ||
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Net change in cash and cash equivalents |
|
3,321 |
|
(70,233 |
) | ||
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Cash and cash equivalents - beginning of period |
|
143,341 |
|
267,512 |
| ||
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Cash and cash equivalents - end of period |
|
$ |
146,662 |
|
$ |
197,279 |
|
|
|
|
|
|
|
| ||
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Supplemental disclosure of cash flow information - cash paid during the period for: |
|
|
|
|
| ||
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Interest, net of capitalized interest |
|
$ |
275 |
|
$ |
479 |
|
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Income taxes |
|
$ |
6,403 |
|
$ |
13,371 |
|
|
Supplemental disclosure of non-cash investing and financing activities: |
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|
|
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Accrued dividends |
|
$ |
3,000 |
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$ |
3,000 |
|
The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.
CROCS, INC. AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
1. ORGANIZATION & BASIS OF PRESENTATION
Organization
Crocs, Inc. and its subsidiaries (collectively the “Company,” “Crocs,” “we,” “our,” or “us”) are engaged in the design, development, manufacturing, marketing, and distribution of footwear and accessories for men, women, and children.
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements and accompanying notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) for interim financial information and with the rules and regulations of the Securities and Exchange Commission (“SEC”) for reporting on Form 10-Q. Accordingly, these financial statements do not include all information required for complete financial statements. In the opinion of management, these condensed consolidated financial statements reflect all adjustments (consisting solely of normal recurring adjustments) considered necessary for a fair statement of the results for the interim periods presented. These unaudited condensed consolidated financial statements should be read in conjunction with our 2015 consolidated financial statements and notes thereto included in our 2015 Annual Report on Form 10-K. The results of operations for any interim period are not necessarily indicative of results for the full year.
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Transactions with Affiliates
The Company receives inventory count services from RGIS, LLC (“RGIS”), a wholly-owned subsidiary of Blackstone Capital Partners VI L.P. (“Blackstone”), which currently beneficially owns 99.99% of the outstanding shares of Company’s series A convertible preferred stock (“Series A Preferred Stock”), which is convertible into approximately 15.8% of the Company’s common stock as of June 30, 2016. Two Blackstone representatives also serve on the Company’s board of directors (the “Board”). During the six months ended June 30, 2016 and 2015, Crocs paid $0.4 million and $0.2 million, respectively to RGIS for services received.
Recently Issued Accounting Pronouncements
Financial Instruments - Credit Losses
In June 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses of Financial Instruments, which changes the methodology for measuring credit losses on financial instruments and the timing of when such losses are recorded. This standard is effective for reporting periods beginning after December 15, 2019, with early adoption permitted. The Company is currently assessing the impact of the adoption of this standard on its condensed consolidated financial statements.
Stock Compensation
In March 2016, the FASB” issued ASU No. 2016-09, Compensation — Stock Compensation (Topic 718), which is intended to increase simplification of accounting for equity share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. This standard is effective for annual periods (including interim periods) beginning after December 15, 2016, with early adoption permitted.
Amendments related to the timing of when excess tax benefits are recognized, minimum statutory withholding requirements, forfeitures, and intrinsic value should be applied using a modified retrospective transition method by means of a cumulative-effect adjustment to equity as of the beginning of the period in which the guidance is adopted. Amendments related to the presentation of employee taxes paid on the statement of cash flows when an employer withholds shares to meet the minimum statutory withholding requirement should be applied retrospectively. Amendments requiring recognition of excess tax benefits and tax deficiencies in the income statement and the practical expedient for estimating the expected term should be applied prospectively. An entity may elect to apply the amendments related to the presentation of excess tax benefits on the statement of cash flows using either a prospective transition method or a retrospective transition method. The Company is currently assessing the impact of adoption of this standard on its condensed consolidated financial statements.
Prepaid Stored-Value Products
In March 2016, the FASB issued ASU No. 2016-04, Liabilities - Extinguishment of Liabilities (Subtopic 405-20): Recognition of Breakage for Certain Prepaid Stored-Value Products. This update aligns recognition of the financial liabilities related to prepaid stored-value products (for example, prepaid gift cards), with Topic 606, Revenue from Contracts with Customers, for non-financial liabilities. In general, certain of these liabilities may be extinguished proportionally in earnings as redemptions occur, or when redemption is remote if issuers are not entitled to the unredeemed stored value. This standard is effective for annual periods (including interim periods) beginning after December 15, 2017, with early adoption permitted. At adoption, this update will be applied either using a modified retrospective transition method by means of a cumulative-effect adjustment to retained earnings as of the beginning of the fiscal year in which the guidance is effective or retrospectively to each period presented. The Company is currently assessing the adoption method and the impact that adopting this new accounting standard will have on its condensed consolidated financial statements.
Leases
In February 2016, the FASB issued ASU No. 2016-02, Leases (Topic 842), which is intended to increase transparency and comparability of accounting for lease transactions. This update revises accounting for operating leases by a lessee, among other changes, and requires a lessee to recognize a liability to make lease payments and an asset representing a company’s right to use the underlying asset for the lease term in the balance sheet. The distinction between finance and operating leases has not changed and the update does not significantly change the effect of finance and operating leases on the statement of operations. This standard is effective for annual periods (including interim periods) beginning after December 15, 2018, with early adoption permitted. At adoption, this update will be applied using a modified retrospective approach. The Company is currently assessing the impact of adoption of this standard on its condensed consolidated financial statements.
Financial Instruments
In January 2016, the FASB issued ASU 2016-01: Financial Instruments—Overall: Recognition and Measurement of Financial Assets and Financial Liabilities. The pronouncement requires equity investments (except those accounted for under the equity method of accounting, or those that result in consolidation of the investee) to be measured at fair value with changes in fair value recognized in net income, requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, requires separate presentation of financial assets and financial liabilities by measurement category and form of financial asset, and eliminates the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. These changes become effective for fiscal years beginning after December 15, 2017. The expected adoption method of ASU 2016-01 is being evaluated by the Company and the adoption is not expected to have a significant impact on its condensed consolidated financial statements.
Inventory
In July 2015, the FASB issued ASU 2015-11: Simplifying the Measurement of Inventory, which modifies existing requirements regarding measuring inventory at the lower of cost or market. Specifically, this standard eliminates the need to determine and consider replacement cost or net realizable value less an approximately normal profit margin when measuring inventory. This standard is effective prospectively after December 15, 2016, with early adoption permitted. The Company is currently evaluating the impact that this pronouncement will have on its condensed consolidated financial statements.
Debt Issuance Costs
In April 2015, the FASB issued ASU 2015-03: Simplifying the Presentation of Debt Issuance Costs, which requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. ASU 2015-03 requires retrospective adoption and is effective for fiscal years beginning after December 15, 2015. In August 2015, the FASB issued ASU 2015-15: Interest — Imputation of Interest (Subtopic 835-30), which relates to the presentation of debt issuance costs associated with line-of-credit arrangements. This standard clarifies the guidance set forth in FASB ASU 2015-03, which requires that debt issuance costs related to a recognized debt liability be presented on the balance sheet as a direct deduction from the debt liability rather than as an asset. The new pronouncement clarifies that debt issuance costs related to line-of-credit arrangements could continue to be presented as an asset and be subsequently amortized over the term of the line-of-credit arrangement, regardless of whether there are any outstanding borrowings on the arrangement. The Company considered this clarification in conjunction with the adoption of FASB ASU 2015-03, which occurred during the three months ended March 31, 2016. These pronouncements do not have a material impact on the Company’s condensed consolidated financial statements. In adopting ASU 2015-15, the Company elected to present debt issuance costs related to line-of-credit arrangements as an asset.
Share-Based Payments
In June 2014, the FASB issued ASU 2014-12 in response to the EITF consensus on Issue 13-D. The ASU clarifies that entities should treat performance targets that can be met after the requisite service period of a share-based payment award as performance conditions that affect vesting. Therefore, an entity would not record compensation expense related to an award for which transfer to the employee is contingent on the entity’s satisfaction of a performance target until it becomes probable that the performance target will be met. The ASU does not contain any new disclosure requirements. This ASU is effective for all entities for reporting periods (including interim periods) beginning after December 15, 2015. During the three months ended March 31, 2016, the Company adopted this pronouncement, which did not have a material impact on its condensed consolidated financial statements.
Revenue Recognition
In May 2014, the FASB issued their final standard on revenue from contracts with customers. The standard, issued as ASU 2014-09: Revenue from Contracts with Customers (Topic 606) by the FASB, outlines a single comprehensive model for entities to use in accounting for revenue arising from contracts with customers and supersedes most current revenue recognition guidance, including industry-specific guidance. The core principle of the revenue model is that “an entity recognizes revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.” ASU 2014-09 becomes effective for reporting periods (including interim periods) beginning after December 15, 2017. Early application is permitted for reporting periods (including interim periods) beginning after December 15, 2016. This new standard permits the use of either the retrospective or cumulative effect transition method. The Company is currently evaluating the impact that this pronouncement will have on its condensed consolidated financial statements. The Company has not yet selected a transition method or determined the effect of the standard on financial reporting once the standard is effective.
In May 2016, the FASB issued ASU 2016-12: Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, which provides narrow scope improvements and practical expedients related to ASU 2014-09: Revenue from Contracts with Customers (Topic 606). The purpose of ASU 2016-12 is to clarify certain narrow aspects of Topic 606 such as assessing the collectability criterion, presentation of sales taxes and other similar taxes collected from customers, noncash consideration, contract modifications at transition, completed contracts at transition, and technical correction. The standard has the same effective date as ASU 2014-09 described above. The Company is currently evaluating the impact that this pronouncement will have on its condensed consolidated financial statements. The Company has not yet selected a transition method or determined the effect of the standard on financial reporting once the standard is effective.
Other new pronouncements issued but not effective until after June 30, 2016 are not expected to have a material impact on the Company’s condensed consolidated financial statements.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Asset Impairments
Crocs periodically evaluates all of its long-lived assets for impairment when events or circumstances would indicate the carrying value of a long-lived asset may not be fully recoverable. The following table summarizes retail asset impairment charges by reportable operating segment for the three and six months ended June 30, 2016 and 2015 related to certain underperforming stores that were unlikely to generate sufficient cash flows to fully recover the carrying value of the stores’ assets over the remaining economic life or lease terms of those assets:
|
|
|
Three Months Ended June 30, |
| ||||||||
|
|
|
2016 |
|
2015 |
| ||||||
|
|
|
Impairment |
|
Number of |
|
Impairment |
|
Number of |
| ||
|
|
|
(in thousands, except store count data) |
| ||||||||
|
Americas |
|
$ |
532 |
|
3 |
|
$ |
686 |
|
4 |
|
|
Asia Pacific |
|
14 |
|
1 |
|
515 |
|
8 |
| ||
|
Europe |
|
26 |
|
2 |
|
874 |
|
7 |
| ||
|
Total asset impairment |
|
$ |
572 |
|
6 |
|
$ |
2,075 |
|
19 |
|
|
|
|
Six Months Ended June 30, |
| ||||||||
|
|
|
2016 |
|
2015 |
| ||||||
|
|
|
Impairment |
|
Number of |
|
Impairment |
|
Number of |
| ||
|
|
|
(in thousands, except store count data) |
| ||||||||
|
Americas |
|
$ |
701 |
|
5 |
|
$ |
686 |
|
4 |
|
|
Asia Pacific |
|
38 |
|
4 |
|
515 |
|
8 |
| ||
|
Europe |
|
26 |
|
2 |
|
874 |
|
7 |
| ||
|
Total asset impairment |
|
$ |
765 |
|
11 |
|
$ |
2,075 |
|
19 |
|
(1) Represents stores with partially and fully depreciated assets.
Depreciation
Depreciation is computed using the straight-line method based on the assets’ estimated useful life, which typically ranges from two to five years. During the three months ended June 30, 2016 and 2015, Crocs recorded $3.9 million and $4.3 million, respectively, in depreciation expense of which $0.4 million for both periods was recorded in ‘Cost of sales,’ with the remaining amounts recorded in ‘Selling, general and administrative expenses’ on the condensed consolidated statements of operations. During the six months ended June 30, 2016 and 2015, Crocs recorded $7.6 million and $9.0 million, respectively, in depreciation expense of which $0.8 million and $1.0 million, respectively, was recorded in ‘Cost of sales,’ with the remaining amounts recorded in ‘Selling, general and administrative expenses’ on the condensed consolidated statements of operations. As of June 30, 2016 and December 31, 2015, accumulated depreciation was $103.1 million and $97.7 million, respectively.
Accounts Receivable
Accounts receivable represent amounts due from customers. Accounts receivable are recorded at invoiced amounts, net of reserves and allowances, and do not bear interest. Crocs uses its best estimate to determine the required allowance for doubtful accounts based on a variety of factors including the length of time receivables are past due, economic trends and conditions affecting the Company’s customer base, and historical collection experience. Specific provisions are recorded for individual receivables when the Company becomes aware of a customer’s inability to meet its financial obligations.
3. INVENTORIES
The following table summarizes inventories by major classification as of June 30, 2016 and December 31, 2015:
|
|
|
June 30, |
|
December 31, |
| ||
|
|
|
(in thousands) |
| ||||
|
Finished goods |
|
$ |
164,858 |
|
$ |
162,341 |
|
|
Raw materials |
|
4,465 |
|
4,933 |
| ||
|
Work-in-progress |
|
530 |
|
918 |
| ||
|
Total inventories |
|
$ |
169,853 |
|
$ |
168,192 |
|
4. GOODWILL & INTANGIBLE ASSETS
The following table summarizes the goodwill and identifiable intangible assets as of June 30, 2016, and December 31, 2015:
|
|
|
June 30, 2016 |
|
December 31, 2015 |
| ||||||||||||||
|
|
|
Gross |
|
Accumulated |
|
Net Carrying |
|
Gross |
|
Accumulated |
|
Net Carrying |
| ||||||
|
|
|
(in thousands) |
| ||||||||||||||||
|
Capitalized software |
|
$ |
166,777 |
(1) |
$ |
(91,287 |
)(2) |
$ |
75,490 |
|
$ |
162,700 |
(1) |
$ |
(82,596 |
)(2) |
$ |
80,104 |
|
|
Customer relationships (3) |
|
4,103 |
|
(4,103 |
) |
— |
|
4,016 |
|
(4,016 |
) |
— |
| ||||||
|
Patents, copyrights, and trademarks |
|
6,902 |
|
(5,303 |
) |
1,599 |
|
6,892 |
|
(5,135 |
) |
1,757 |
| ||||||
|
Core technology (3) |
|
3,746 |
|
(3,746 |
) |
— |
|
3,498 |
|
(3,498 |
) |
— |
| ||||||
|
Other |
|
636 |
|
(636 |
) |
— |
|
776 |
|
(637 |
) |
139 |
| ||||||
|
Total finite lived intangible assets |
|
182,164 |
|
(105,075 |
) |
77,089 |
|
177,882 |
|
(95,882 |
) |
82,000 |
| ||||||
|
Indefinite lived intangible assets (3) |
|
304 |
|
— |
|
304 |
|
297 |
|
— |
|
297 |
| ||||||
|
Goodwill (4) |
|
2,561 |
|
— |
|
2,561 |
|
1,973 |
|
— |
|
1,973 |
| ||||||
|
Goodwill and intangible assets |
|
$ |
185,029 |
|
$ |
(105,075 |
) |
$ |
79,954 |
|
$ |
180,152 |
|
$ |
(95,882 |
) |
$ |
84,270 |
|
(1) Includes $4.1 million of software held under a capital lease classified as capitalized software as of both June 30, 2016, and December 31, 2015.
(2) Includes $3.4 million and $3.1 million of accumulated amortization of software held under a capital lease as of June 30, 2016, and December 31, 2015, respectively, and is amortized using the straight-line method over the useful life.
(3) Change is due to the impact of foreign currency translation.
(4) Includes $0.5 million associated with the acquisition of operations in Austria on March 31, 2016. The remainder of the increase is associated with the impact of foreign currency translation.
The following table summarizes estimated future annual amortization of intangible assets as of June 30, 2016:
|
|
|
Amortization |
| |
|
Fiscal years ending December 31, |
|
(in thousands) |
| |
|
2016 (remainder of year) |
|
$ |
10,590 |
|
|
2017 |
|
17,389 |
| |
|
2018 |
|
15,392 |
| |
|
2019 |
|
13,777 |
| |
|
2020 |
|
11,508 |
| |
|
Thereafter |
|
8,433 |
| |
|
Total |
|
$ |
77,089 |
|
During the three months ended June 30, 2016 and 2015, amortization expense recorded for intangible assets with finite lives was $4.5 million and $5.1 million, respectively, of which $1.3 million and $1.6 million, respectively, was recorded in ‘Cost of sales,’ with the remaining amounts recorded in ‘Selling, general and administrative expenses’ on the condensed consolidated statements of operations. During the six months ended June 30, 2016 and 2015, amortization expense recorded for intangible assets with finite lives was $9.4 million and $10.1 million, respectively, of which $2.7 million and $3.0 million, respectively, was recorded in ‘Cost of sales,’ with the remaining amounts recorded in ‘Selling, general and administrative expenses’ on the condensed consolidated statements of operations. As of June 30, 2016 and December 31, 2015, accumulated amortization was $105.1 million and $95.9 million, respectively.
5. ACCRUED EXPENSES AND OTHER CURRENT LIABILITIES
The following table summarizes accrued expenses and other current liabilities as of June 30, 2016 and December 31, 2015:
|
|
|
June 30, |
|
December 31, |
| ||
|
|
|
(in thousands) |
| ||||
|
Accrued compensation and benefits |
|
$ |
25,563 |
|
$ |
20,973 |
|
|
Professional services |
|
15,608 |
|
15,019 |
| ||
|
Sales/use and VAT tax payable |
|
15,134 |
|
7,018 |
| ||
|
Fulfillment, freight and duties |
|
14,603 |
|
14,776 |
| ||
|
Accrued rent and occupancy |
|
8,248 |
|
7,639 |
| ||
|
Deferred revenue and royalties payable |
|
7,411 |
|
1,430 |
| ||
|
Derivatives Liability |
|
4,137 |
|
55 |
| ||
|
Customer deposits |
|
3,797 |
|
3,236 |
| ||
|
Dividend payable |
|
3,000 |
|
3,000 |
| ||
|
Accrued legal liabilities |
|
1,526 |
|
1,971 |
| ||
|
Travel and entertainment liabilities |
|
1,100 |
|
2,150 |
| ||
|
Accrued loss on disposal group (1) |
|
— |
|
6,743 |
| ||
|
Other (2) |
|
5,277 |
|
8,563 |
| ||
|
Total accrued expenses and other current liabilities |
|
$ |
105,404 |
|
$ |
92,573 |
|
(1) The December 31, 2015 amount represents accrued losses related to the South Africa disposal group. The sale of the South Africa operations was completed on April 15, 2016 and the associated gain on disposal was immaterial.
(2) The amounts in ‘Other’ consist of various accrued expenses, of which no individual item accounted for more than 5% of the total balance as of June 30, 2016 or December 31, 2015.
6. FAIR VALUE MEASUREMENTS
Recurring Fair Value Measurements
U.S. GAAP provides for a fair value hierarchy that prioritizes the inputs to the valuation techniques used to measure fair value into three broad levels. Level 1 inputs are quoted market prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. Level 2 inputs are inputs other than quoted market prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 3 inputs are unobservable inputs for the asset or liability.
The following table summarizes, for assets or liabilities measured at fair value, the respective fair value and the classification by level of input within the fair value hierarchy:
|
|
|
|
|
Fair Value Measurement at Reporting Date Using |
| ||||||||
|
Description |
|
June 30, 2016 |
|
Quoted Prices in |
|
Significant Other |
|
Significant |
| ||||
|
|
|
(in thousands) |
| ||||||||||
|
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
| ||||
|
Deposits |
|
$ |
4,682 |
|
$ |
4,682 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Prepaid expenses and other assets: |
|
|
|
|
|
|
|
|
| ||||
|
Restricted deposits |
|
2,346 |
|
2,346 |
|
— |
|
— |
| ||||
|
Total assets |
|
$ |
7,028 |
|
$ |
7,028 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Accrued expenses and other liabilities: |
|
|
|
|
|
|
|
|
| ||||
|
Foreign currency derivative liability |
|
$ |
4,137 |
|
$ |
— |
|
$ |
4,137 |
|
$ |
— |
|
|
|
|
|
|
Fair Value Measurement at Reporting Date Using |
| ||||||||
|
Description |
|
December 31, 2015 |
|
Quoted Prices in |
|
Significant Other |
|
Significant |
| ||||
|
|
|
(in thousands) |
| ||||||||||
|
Cash and cash equivalents: |
|
|
|
|
|
|
|
|
| ||||
|
Deposits |
|
$ |
6,174 |
|
$ |
6,174 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Prepaid expenses and other assets: |
|
|
|
|
|
|
|
|
| ||||
|
Restricted deposits |
|
1,310 |
|
1,310 |
|
— |
|
— |
| ||||
|
Total assets |
|
$ |
7,484 |
|
$ |
7,484 |
|
$ |
— |
|
$ |
— |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Accrued expenses and other liabilities: |
|
|
|
|
|
|
|
|
| ||||
|
Foreign currency derivative liability |
|
$ |
55 |
|
$ |
— |
|
$ |
55 |
|
$ |
— |
|
Non-Recurring Fair Value Measurements
The majority of the Company’s non-financial instruments, inventories, property and equipment, and intangible assets, are Level 3 assets and are not required to be carried at fair value on a recurring basis. However, if certain triggering events occur such that a non-financial instrument is required to be evaluated for impairment and the carrying value is not recoverable, the carrying value would be adjusted to the lower of its cost or fair value and an impairment charge would be recorded. During the three and six months ended June 30, 2016, Crocs recorded $0.6 million and $0.8 million, respectively, in impairment charges associated with the Company’s retail locations. During both the three and six months ended June 30, 2015, Crocs recorded $2.1 million in impairment charges associated with the Company’s retail locations. During the three and six months ended June 30, 2016 and 2015, Crocs had no impairment charges related to inventories.
7. DERIVATIVE FINANCIAL INSTRUMENTS
Crocs transacts business in various foreign countries and is therefore exposed to foreign currency exchange rate risk inherent in revenues, expenses, and monetary assets and liabilities denominated in non-functional currencies. In general, Crocs enters into foreign currency exchange forward contracts and currency swap derivative instruments to selectively protect against volatility in the value of non-functional currency denominated monetary assets and liabilities. As these derivative instruments do not qualify as hedging instruments under the accounting standards for derivatives and hedging, they are recorded at fair value as a derivative asset or liability on the balance sheet with their corresponding change in fair value recognized in ‘Foreign currency transaction gain (loss), net’ in the condensed consolidated statements of operations. As of June 30, 2016 and December 31, 2015, Crocs had associated liability balances reported in ‘Accrued expenses and other liabilities’ on the condensed consolidated balance sheet. For purposes of the cash flow statement, Crocs classifies the cash flows from derivative instruments at settlement from undesignated instruments in the same category as the cash flows from the related hedged items, generally within ‘Cash provided by (used in) operating activities’.
The following table summarizes the notional amounts of outstanding foreign currency exchange contracts as of June 30, 2016 and December 31, 2015. The notional amounts of the derivative financial instruments shown below are denominated in their U.S. Dollar equivalents and represent the amount of all contracts of the foreign currency specified. These notional values do not necessarily represent amounts exchanged by the parties and, therefore, are not a direct measure of the Company’s exposure to the foreign currency exchange risks.
|
|
|
June 30, |
|
December 31, |
| ||
|
|
|
(in thousands) |
| ||||
|
Foreign currency exchange forward contracts by currency: |
|
|
|
|
| ||
|
Japanese Yen |
|
$ |
183,990 |
|
$ |
98,390 |
|
|
Singapore Dollar |
|
62,629 |
|
— |
| ||
|
Euro |
|
46,076 |
|
34,219 |
| ||
|
South Korean Won |
|
20,290 |
|
7,981 |
| ||
|
British Pound Sterling |
|
18,569 |
|
21,859 |
| ||
|
Canadian Dollar |
|
11,510 |
|
1,980 |
| ||
|
Mexican Peso |
|
10,933 |
|
7,277 |
| ||
|
Australian Dollar |
|
7,736 |
|
6,459 |
| ||
|
Indian Rupee |
|
6,461 |
|
5,036 |
| ||
|
New Taiwan Dollar |
|
5,924 |
|
1,798 |
| ||
|
Russian Ruble |
|
3,692 |
|
667 |
| ||
|
Brazilian Real |
|
2,584 |
|
— |
| ||
|
Swedish Krona |
|
1,663 |
|
1,655 |
| ||
|
Hong Kong Dollar |
|
667 |
|
668 |
| ||
|
South African Rand |
|
— |
|
6,402 |
| ||
|
Total notional value, net |
|
$ |
382,724 |
|
$ |
194,391 |
|
|
|
|
|
|
|
| ||
|
Latest maturity date |
|
July 2016 |
|
January 2016 |
| ||
The following table presents the amounts affecting the condensed consolidated statements of operations from derivative instruments and exposure from day-to-day business transactions in various foreign currencies for the three and six months ended June 30, 2016 and 2015:
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| ||||||||
|
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
| ||||
|
|
|
(in thousands) |
| ||||||||||
|
Foreign currency gain (loss) |
|
$ |
6,503 |
|
$ |
(1,597 |
) |
$ |
8,765 |
|
$ |
4,620 |
|
|
Derivatives not designated as hedging instruments: |
|
|
|
|
|
|
|
|
| ||||
|
Foreign currency exchange forwards gain (loss) |
|
(8,203 |
) |
1,380 |
|
(11,712 |
) |
(4,343 |
) | ||||
|
Foreign currency transaction gain (loss), net |
|
$ |
(1,700 |
) |
$ |
(217 |
) |
$ |
(2,947 |
) |
$ |
277 |
|
The line ‘Foreign currency transaction gain (loss), net’ on the condensed consolidated statements of operations includes both realized and unrealized gains/losses from underlying foreign currency activity and derivative contracts. These gains and losses are reported on a net basis.
8. REVOLVING CREDIT FACILITY & BANK BORROWINGS
Senior Revolving Credit Facility
In December 2011, Crocs entered into an Amended and Restated Credit Agreement (as amended, the “Credit Agreement”), with the lenders named therein and PNC Bank, National Association (“PNC”), as a lender and administrative agent for the lenders. On February 18, 2016, the Company entered into the Eleventh Amendment to the Credit Agreement which, primarily: (i) extended the maturity date to February 2021, (ii) resized the borrowing capacity of the facility to $75.0 million, (iii) amended certain definitions of the financial covenants to become more favorable to the Company, (iv) set the minimum fixed charge coverage ratio to 1.00 to 1.00 through the period ended June 30, 2016 and 1.10 to 1.00 thereafter, (v) set the maximum leverage ratio to 2.50 to 1.00 through the period ended June 30, 2016 and 2.00 to 1.00 thereafter, (vi) allows up to $50.0 million in stock repurchases to be made each fiscal year, subject to certain restrictions, and (vii) limited certain capital expenditures and commitments to an aggregate of $50.0 million per year. The Eleventh Amendment also changed the variable lending rates. For domestic base rate loans, including swing loans, the interest rate is equal to a daily base rate plus a margin ranging from 0.50% to 0.75% based on certain conditions. For domestic LIBOR rate loans, the interest rate is equal to a LIBOR rate plus a margin ranging from 1.50% to 1.75% based on certain conditions.
On June 13, 2016, Crocs entered into the Twelfth Amendment to the Credit Agreement, which primarily increased the borrowing capacity of the facility from $75.0 million to $80.0 million. Under the terms of the Credit Agreement, the above financial covenants are only applicable when average borrowings exceed $20.0 million over a 30-day period, starting on the 15th day of the last month of each quarter.
As of June 30, 2016, the Company was in compliance with each of its financial covenants under the Credit Agreement, with actual calculations as follows: (i) the fixed charge coverage ratio (which is calculated as adjusted EBITDA plus fixed charges before tax for a rolling four quarters divided by fixed charges before tax plus interest for a rolling four quarters) was 3.41 to 1.00, compared to the minimum allowable amount of 1.00 to 1.00 (ii) the leverage ratio (which is calculated as consolidated indebtedness divided by adjusted EBITDA for a rolling four quarters) was 0.23 to 1.00, compared to the maximum allowable amount of 2.50 to 1.00 (iii) stock repurchases were zero, and (iv) capital expenditures and commitments were $24.0 million. For the three and six months ended June 30, 2016, the weighted average/effective interest rate for outstanding borrowings under the Credit Agreement was 2.75% and 3.15%, respectively. The Company currently anticipates remaining in compliance with each of its debt covenant obligations for the foreseeable future.
As of both June 30, 2016 and December 31, 2015, the Company had no outstanding borrowings under the Credit Agreement. As of both June 30, 2016 and December 31, 2015, the Company had outstanding letters of credit of $1.3 million, which were reserved against the borrowing base under the terms of the Credit Agreement. As of June 30, 2016 and December 31, 2015, the
Company had $78.7 million and $73.7 million, respectively, of available borrowing capacity. During the three and six months ended June 30, 2016, Crocs capitalized less than $0.1 million and $0.6 million, respectively, in fees and third party costs as deferred financing costs associated with the Credit Agreement and the negotiation of a new debt financing agreement that has not yet been executed. The short-term portion of these fees is recorded in the ‘Prepaid expenses and other assets’ account and the long-term portion is recorded in the ‘Other assets’ accounts.
Asia Pacific Revolving Credit Facility
On August 28, 2015, a Crocs subsidiary entered into a revolving credit facility agreement with HSBC Bank (China) Company Limited, Shanghai Branch (“HSBC”) as the lender. The revolving credit facility enables Crocs to borrow uncommitted dual currency revolving loan facilities up to RMB 40.0 million, or the USD equivalent, and import facilities up to RMB 60.0 million, or the USD equivalent, with a combined facility limit of RMB 60.0 million. For loans denominated in USD, the interest rate is 2.1% per annum plus LIBOR for three months or any other period as may be determined by HSBC at the end of each interest period. For loans denominated in RMB, interest equals the one year benchmark lending rate effective on the loan drawdown date set forth by the People’s Bank of China with a 10% mark-up and is payable on the maturity date of the related loan. The revolving credit facility can be canceled or suspended at any time at the discretion of the lender and contains provisions requiring Crocs to maintain compliance with certain restrictive covenants. As of June 30, 2016 and December 31, 2015, the revolving credit facility remained suspended at the discretion of the lender and Crocs had no outstanding borrowings or borrowings available under the revolving credit facility.
Long-term Bank Borrowings
On December 10, 2012, Crocs entered into a Master Installment Payment Agreement (“Master IPA”) with PNC in which PNC financed the Company’s implementation of a new ERP system, which began in October 2012 and was substantially completed in early 2015. The terms of each note payable, under the Master IPA, consist of a fixed interest rate and payment terms based on the amount borrowed and the timing of activity throughout the implementation of the ERP system. The Master IPA is subject to cross-default, cross-termination clauses, and is coterminous with the Credit Agreement.
As of June 30, 2016 and December 31, 2015 Crocs had $3.7 million and $6.4 million, respectively, of debt outstanding under five separate notes payable, of which $3.4 million and $4.8 million, respectively, represent current installments. As of June 30, 2016, the notes bear interest rates ranging from 2.45% to 2.79% and maturities ranging from September 2016 to September 2017.
The components of the Company’s consolidated debt and capital lease obligations as of June 30, 2016 and December 31, 2015 are as follows:
|
|
|
|
|
Unused Borrowing Capacity (2) |
|
Carrying Value (3) |
| |||||||||
|
|
|
Weighted Average |
|
Borrowing |
|
U.S.D. |
|
June 30, |
|
December 31, |
| |||||
|
|
|
|
|
(in thousands) |
| |||||||||||
|
Debt obligations |
|
|
|
|
|
|
|
|
|
|
| |||||
|
Senior revolving credit facility |
|
Base rate plus 0.50% - 0.75% LIBOR plus 1.50% - 1.75% |
|
$ |
78,697 |
(4) |
$ |
78,697 |
(4) |
$ |
— |
|
$ |
— |
| |
|
Asia Pacific revolving credit facility |
|
LIBOR plus 2.10% |
|
RMB |
— |
(5) |
— |
(5) |
— |
|
— |
| ||||
|
Long-term bank borrowings |
|
2.64% |
|
— |
|
— |
|
3,687 |
|
6,375 |
| |||||
|
Other term debt financing |
|
1.90% |
|
— |
|
— |
|
1,612 |
(6) |
— |
| |||||
|
Total |
|
|
|
|
|
$ |
78,697 |
|
5,299 |
|
6,375 |
| ||||
|
Capital lease obligations |
|
|
|
|
|
|
|
23 |
|
24 |
| |||||
|
Total debt and capital lease obligations |
|
|
|
|
|
|
|
$ |
5,322 |
|
$ |
6,399 |
| |||
|
Current maturities |
|
|
|
|
|
|
|
$ |
4,993 |
|
$ |
4,772 |
| |||
|
Long-term debt and capital lease obligations |
|
|
|
|
|
|
|
$ |
329 |
|
$ |
1,627 |
| |||
(1) Carrying value represents the weighted average interest rate in effect at June 30, 2016 for all borrowings outstanding pursuant to each debt instrument, including any applicable margin. The interest rates presented represent stated rates and do not include the impact of the derivative instruments, deferred financing costs, original issue premiums or discounts, and commitment fees, all of which affect Crocs’ overall cost of borrowing.
(2) Unused borrowing capacity represents the maximum available under the applicable facility at June 30, 2016 without regard to covenant compliance calculations or other conditions precedent to borrowing.
(3) As the interest rate of each credit agreement is variable, typically based on either the base rate plus an additional margin or the daily LIBOR rates plus an additional margin, the estimated fair value of each debt instrument approximates its carrying value.
(4) On February 18, 2016, the Company entered into the Eleventh Amendment to the Credit Agreement, which, among other things, resized the borrowing capacity of the facility to $75.0 million. On June 13, 2016, the Company entered into the Twelfth Amendment to the Credit Agreement, which increased the borrowing capacity of the facility to $80.0 million. As of June 30, 2016, the unused borrowing capacity was reduced by $1.3 million of outstanding letters of credit.
(5) As of June 30, 2016, the Asia Pacific revolving credit facility remained suspended.
(6) This amount is associated with short term vendor financing arrangements.
The maturities of the Company’s debt obligations as of June 30, 2016 are presented below:
|
|
|
June 30, |
| |
|
|
|
(in thousands) |
| |
|
Maturities of debt and capital lease obligations |
|
|
| |
|
2016 (remainder of year) |
|
$ |
2,974 |
|
|
2017 |
|
2,339 |
| |
|
2018 |
|
5 |
| |
|
2019 |
|
4 |
| |
|
2020 |
|
— |
| |
|
Thereafter |
|
— |
| |
|
Total principal debt and capital lease maturities |
|
$ |
5,322 |
|
|
Current portion |
|
$ |
4,993 |
|
|
Non-current portion |
|
$ |
329 |
|
9. SHARE-BASED COMPENSATION
Share-based compensation expense is based on the grant date fair value and is recognized on a straight-line basis over the applicable vesting period. During the three months ended June 30, 2016 and 2015, Crocs recorded $3.1 million and $3.5 million, respectively, of pre-tax share-based compensation expense, of which $2.9 million and $3.3 million, respectively, is included in selling, general and administrative expense, and the remainder for both periods included in cost of sales on the condensed consolidated statements of operations. During the six months ended June 30, 2016 and 2015, Crocs recorded $5.9 million and $6.5 million, respectively, of pre-tax share-based compensation expense, of which $5.6 million and $6.2 million, respectively, is included in selling, general and administrative expense, and the remainder included in cost of sales on the condensed consolidated statements of operations.
Stock Option Activity
A summary of Crocs’ stock option activity as of and for the three and six months ended June 30, 2016 is presented below:
|
|
|
Stock |
|
Weighted Average |
| |
|
Outstanding as of March 31, 2016 |
|
791,561 |
|
$ |
15.90 |
|
|
Granted |
|
— |
|
$ |
— |
|
|
Exercised |
|
(54,350 |
) |
$ |
3.88 |
|
|
Forfeited or expired |
|
(32,489 |
) |
$ |
18.62 |
|
|
Outstanding as of June 30, 2016 |
|
704,722 |
|
$ |
16.70 |
|
|
|
|
Stock |
|
Weighted Average |
| |
|
Outstanding as of December 31, 2015 |
|
1,295,749 |
|
$ |
14.09 |
|
|
Granted |
|
— |
|
$ |
— |
|
|
Exercised |
|
(91,297 |
) |
$ |
4.01 |
|
|
Forfeited or expired |
|
(499,730 |
) |
$ |
12.25 |
|
|
Outstanding as of June 30, 2016 |
|
704,722 |
|
$ |
16.70 |
|
As of June 30, 2016, there was $0.5 million of unrecognized compensation expense related to stock options. The expense is expected to be amortized over a weighted average period of 2.24 years.
Restricted Stock Awards and Units Activity
A summary of the Company’s restricted stock award (“RSA”) and restricted stock unit (“RSU”) activity as of and for the three and six months ended June 30, 2016 is presented below:
|
|
|
Restricted Stock Awards |
|
Restricted Stock Units |
| ||||||
|
|
|
Shares |
|
Weighted |
|
Units |
|
Weighted |
| ||
|
Unvested at March 31, 2016 |
|
3,334 |
|
$ |
15.00 |
|
3,813,082 |
|
$ |
9.63 |
|
|
Granted |
|
22,860 |
|
$ |
10.28 |
|
392,757 |
|
$ |
8.68 |
|
|
Vested |
|
(3,334 |
) |
$ |
15.00 |
|
(59,456 |
) |
$ |
14.38 |
|
|
Forfeited |
|
— |
|
$ |
— |
|
(79,238 |
) |
$ |
13.08 |
|
|
Unvested at June 30, 2016 |
|
22,860 |
|
$ |
10.28 |
|
4,067,145 |
|
$ |
9.40 |
|
|
|
|
Restricted Stock Awards |
|
Restricted Stock Units |
| ||||||
|
|
|
Shares |
|
Weighted |
|
Units |
|
Weighted |
| ||
|
Unvested at December 31, 2015 |
|
6,667 |
|
$ |
15.00 |
|
3,088,378 |
|
$ |
10.75 |
|
|
Granted |
|
22,860 |
|
$ |
10.28 |
|
2,239,837 |
|
$ |
9.15 |
|
|
Vested |
|
(6,667 |
) |
$ |
15.00 |
|
(498,395 |
) |
$ |
13.17 |
|
|
Forfeited |
|
— |
|
$ |
— |
|
(762,675 |
) |
$ |
11.46 |
|
|
Unvested at June 30, 2016 |
|
22,860 |
|
$ |
10.28 |
|
4,067,145 |
|
$ |
9.40 |
|
The total grant date fair value of RSAs vested during both the three months ended June 30, 2016 and 2015 was less than $1.0 million. The total grant date fair value of RSAs vested during the six months ended June 30, 2016 and 2015 was $0.1 million for both periods. As of June 30, 2016, Crocs had $0.2 million of total unrecognized share-based compensation expense related to non-vested, time-based RSAs, net of expected forfeitures. As of June 30, 2016, the unvested RSAs are expected to be amortized over the remaining weighted average period of 0.93 years.
The total grant date fair value of RSUs vested during the three months ended June 30, 2016 and 2015 was $0.9 million and $0.7 million, respectively. The total grant date fair value of RSUs vested during the six months ended June 30, 2016 and 2015 was $6.6 million and $7.1 million, respectively. As of June 30, 2016, Crocs had $23.2 million of total unrecognized share-based compensation expense related to unvested RSUs, net of expected forfeitures, of which $15.9 million is related to time-based awards and $7.3 million is related to performance-based awards. As of June 30, 2016, the unvested RSUs are expected to be amortized over the remaining weighted average period of 2.07 years, which consists of a remaining weighted average period of 2.01 years related to performance-based awards and a remaining weighted average period of 2.14 years related to time-based awards.
10. INCOME TAXES
During the three months ended June 30, 2016, the Company recognized income tax expense of $3.1 million on pre-tax income of $18.6 million, representing an effective income tax rate of 16.7%. For the three months ended June 30, 2015, the Company recognized income tax expense of $2.6 million on pre-tax income of $16.0 million, representing an effective tax rate of 16.0% During the six months ended June 30, 2016, the Company recognized income tax expense of $6.0 million on pre-tax income of $31.7 million, representing an effective income tax rate of 19.0%. For the six months ended June 30, 2015, the Company recognized income tax expense of $2.9 million on pre-tax income of $13.9 million, representing an effective tax rate of 20.6%.
During the three months ended June 30, 2016, the increase in effective tax rate is primarily due to an increase in profitability in certain jurisdictions, compared to the same period in 2015. During the six months ended June 30, 2016, the decrease in the effective rate was driven primarily by a decrease in the relative proportion of losses in jurisdictions for which tax benefits cannot be recognized to global consolidated book income. The Company’s effective income tax rate, for each period presented, differs from the federal U.S. statutory rate primarily due to differences in income tax rates between U.S. and foreign jurisdictions. There were no significant or unusual discrete tax items during the quarter. The Company had unrecognized tax benefits of $5.2 million and $5.0 million at June 30, 2016 and December 31, 2015, respectively, and the Company does not expect any significant changes in this balance in the next twelve months.
11. EARNINGS PER SHARE
The following table illustrates the basic and diluted earnings per common share (“EPS”) computations for the three and six months ended June 30, 2016 and 2015:
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| ||||||||
|
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
| ||||
|
|
|
(in thousands, except per share data) |
| ||||||||||
|
Numerator |
|
|
|
|
|
|
|
|
| ||||
|
Net income attributable to common stockholders |
|
$ |
11,735 |
|
$ |
9,690 |
|
$ |
18,096 |
|
$ |
3,711 |
|
|
Less: adjustment for income allocated to participating securities |
|
(1,857 |
) |
(1,476 |
) |
(2,868 |
) |
(563 |
) | ||||
|
Net income attributable to common stockholders - basic and diluted |
|
$ |
9,878 |
|
$ |
8,214 |
|
$ |
15,228 |
|
$ |
3,148 |
|
|
Denominator |
|
|
|
|
|
|
|
|
| ||||
|
Weighted average common shares outstanding - basic |
|
73,389 |
|
76,846 |
|
73,238 |
|
77,333 |
| ||||
|
Plus: dilutive effect of stock options and unvested restricted stock units |
|
854 |
|
1,356 |
|
1,151 |
|
1,256 |
| ||||
|
Weighted average common shares outstanding - diluted |
|
74,243 |
|
78,202 |
|
74,389 |
|
78,589 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Net income attributable per common share |
|
|
|
|
|
|
|
|
| ||||
|
Basic |
|
$ |
0.13 |
|
$ |
0.11 |
|
$ |
0.21 |
|
$ |
0.04 |
|
|
Diluted |
|
$ |
0.13 |
|
$ |
0.11 |
|
$ |
0.20 |
|
$ |
0.04 |
|
Diluted EPS is calculated using the two-class method for stock options and RSUs and the if-converted method for Series A Preferred Stock. For the three months ended June 30, 2016 and 2015, 0.6 million and 0.7 million stock options and RSUs, respectively, were excluded from the calculation of diluted EPS under the two-class method because the effect would be anti-dilutive. For the six months ended June 30, 2016 and 2015, 1.0 million and 0.8 million stock options and RSUs, respectively, were excluded from the calculation of diluted EPS under the two-class method because the effect would be anti-dilutive. The Series A Preferred Stock shares were excluded from the calculation of diluted EPS under the if-converted method because the effect would be anti-dilutive. If converted, Series A Preferred Stock would represent approximately 15.8% of the Company’s common stock outstanding, or 13.8 million additional common shares, as of June 30, 2016. See Note 12—Series A Preferred Stock for further details regarding the preferred stock offering.
Stock Repurchase Plan Authorizations
Crocs continues to evaluate options to maximize the returns on its cash and maintain an appropriate capital structure, including, among other alternatives, repurchases of common stock. On December 26, 2013, Crocs’ Board approved the repurchase of up to $350.0 million of the Company’s common stock. The number, price, structure, and timing of the repurchases will be at the Company’s sole discretion and future repurchases will be evaluated by the Company depending on market conditions, liquidity needs, any restrictions under the Company’s debt arrangements, and other factors. Share repurchases may be made in the open market or in privately negotiated transactions. The repurchase authorization does not have an expiration date and does not obligate Crocs to acquire any particular amount of its common stock. The Board may suspend, modify, or terminate the repurchase program at any time without prior notice.
During the three and six months ended June 30, 2016, Crocs had no repurchases of shares under the publicly-announced repurchase plan. As of June 30, 2016, subject to certain restrictions on repurchases under the Company’s Credit Agreement, Crocs had $118.7 million remaining under the repurchase authorizations.
12. SERIES A PREFERRED STOCK
On January 27, 2014, Crocs issued 200,000 shares of Series A Preferred Stock to Blackstone and certain of its permitted transferees, for an aggregate purchase price of $198.0 million, or $990 per share, pursuant to an Investment Agreement between Crocs and Blackstone, dated December 28, 2013, (as amended, the “Investment Agreement”). In connection with the issuance of Series A Preferred Stock, Crocs received proceeds of $182.2 million after deducting the issuance discount of $2.0 million and direct and incremental expenses of $15.8 million, which included financial advisory fees, closing costs, legal expenses, and other offering-related expenses. As of both June 30, 2016 and December 31, 2015, Crocs had accrued dividends of $3.0 million on the condensed consolidated balance sheets, which were paid in cash to holders of the Series A Preferred Stock on July 1, 2016 and January 4, 2016, respectively.
13. COMMITMENTS AND CONTINGENCIES
Rental Commitments and Contingencies
Crocs rents space for its retail stores, offices, warehouses, vehicles, and equipment under operating leases expiring at various dates through 2033. Certain leases contain rent escalation clauses (step rents) that require additional rental amounts in the later years of the term. Rent expense for leases with step rents or rent holidays is recognized on a straight-line basis over the lease term beginning on the lease inception date. Deferred rent is included in the condensed consolidated balance sheets in ‘Accrued expenses and other current liabilities.’
The following table summarizes the composition of rent expense under operating leases for the three and six months ended June 30, 2016 and June 30, 2015:
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| ||||||||
|
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
| ||||
|
|
|
(in thousands) |
| ||||||||||
|
Minimum rentals (1) |
|
$ |
22,588 |
|
$ |
25,106 |
|
$ |
44,983 |
|
$ |
49,858 |
|
|
Contingent rentals, net (2) |
|
5,359 |
|
5,868 |
|
7,487 |
|
7,887 |
| ||||
|
Total rent expense |
|
$ |
27,947 |
|
$ |
30,974 |
|
$ |
52,470 |
|
$ |
57,745 |
|
(1) Minimum rentals include all lease payments as well as fixed and variable common area maintenance, parking, and storage fees, which were approximately $2.7 million and $2.4 million during the three months ended June 30, 2016 and 2015, respectively, and $5.2 million and $4.7 million during the six months ended June 30, 2016 and 2015, respectively.
(2) Contingent rentals, net includes sublease income.
Purchase Commitments
As of June 30, 2016 and December 31, 2015, Crocs had firm purchase commitments with certain third party manufacturers of $97.3 million and $158.2 million, respectively.
14. OPERATING SEGMENTS AND GEOGRAPHIC INFORMATION
Crocs has three reportable operating segments based on the geographic nature of the Company’s operations: Americas, Asia Pacific, and Europe. Crocs’ “Other businesses” category aggregates insignificant operating segments that do not meet the reportable segment threshold and includes manufacturing operations located in Mexico, Italy and Asia. The composition of the Company’s reportable operating segments is consistent with that used by Crocs’ chief operating decision maker (“CODM”) to evaluate performance and allocate resources.
Each of the reportable operating segments derives its revenues from the sale of footwear and accessories to external customers as well as intersegment sales. Revenues of the ‘Other businesses’ category are primarily made up of intersegment sales. The remaining revenues for ‘Other businesses’ represent non-footwear product sales to external customers. Intersegment sales are not included in the measurement of segment operating income or regularly reviewed by the CODM and are eliminated when deriving total consolidated revenues.
Segment performance is evaluated based on segment results without allocating corporate expenses, or indirect general, administrative, and other expenses. Segment profits or losses include adjustments to eliminate intersegment sales. As such, reconciling items for segment operating income represent unallocated corporate and other expenses as well as intersegment eliminations.
The following tables set forth information related to Crocs’ reportable operating business segments as of and for the three and six months ended June 30, 2016 and 2015:
|
|
|
Three Months Ended June 30, |
|
Six Months Ended June 30, |
| ||||||||
|
|
|
2016 |
|
2015 |
|
2016 |
|
2015 |
| ||||
|
|
|
(in thousands) |
| ||||||||||
|
Revenues: |
|
|
|
|
|
|
|
|
| ||||
|
Americas |
|
$ |
135,097 |
|
$ |
143,119 |
|
$ |
259,227 |
|
$ |
248,888 |
|
|
Asia Pacific (1) |
|
130,846 |
|
149,557 |
|
235,347 |
|
249,332 |
| ||||
|
Europe |
|
57,660 |
|
52,668 |
|
107,997 |
|
109,092 |
| ||||
|
Total segment revenues |
|
323,603 |
|
345,344 |
|
602,571 |
|
607,312 |
| ||||
|
Other businesses |
|
225 |
|
327 |
|
397 |
|
552 |
| ||||
|
Total consolidated revenues |
|
$ |
323,828 |
|
$ |
345,671 |
|
$ |
602,968 |
|
$ |
607,864 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Operating income (2): |
|
|
|
|
|
|
|
|
| ||||
|
Americas |
|
$ |
18,015 |
|
$ |
21,771 |
|
$ |
34,592 |
|
$ |
37,149 |
|
|
Asia Pacific |
|
34,533 |
|
41,262 |
|
60,383 |
|
58,597 |
| ||||
|
Europe |
|
8,437 |
|
6,105 |
|
14,960 |
|
14,343 |
| ||||
|
Total segment operating income |
|
60,985 |
|
69,138 |
|
109,935 |
|
110,089 |
| ||||
|
|
|
|
|
|
|
|
|
|
| ||||
|
Reconciliation of total segment operating income to income before income taxes: |
|
|
|
|
|
|
|
|
| ||||
|
Other businesses |
|
(6,038 |
) |
(6,890 |
) |
(12,111 |
) |
(12,294 |
) | ||||
|
Unallocated corporate and other (3) |
|
(34,342 |
) |
(45,899 |
) |
(62,976 |
) |
(83,808 |
) | ||||
|
Income from operations |
|
20,605 |
|
16,349 |
|
34,848 |
|
13,987 |
| ||||
|
Foreign currency transaction gain (loss), net |
|
(1,700 |
) |
(217 |
) |
(2,947 |
) |
277 |
| ||||
|
Interest income |
|
164 |
|
196 |
|
380 |
|
484 |
| ||||
|
Interest expense |
|
(234 |
) |
(260 |
) |
(477 |
) |
(479 |
) | ||||
|
Other expense, net |
|
(189 |
) |
(80 |
) |
(107 |
) |
(411 |
) | ||||
|
Income before income taxes |
|
$ |
18,646 |
|
$ |
15,988 |
|
$ |
31,697 |
|
$ |
13,858 |
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Depreciation and amortization: |
|
|
|
|
|
|
|
|
| ||||
|
Americas |
|
$ |
1,504 |
|
$ |
1,950 |
|
$ |
2,982 |
|
$ |
3,924 |
|
|
Asia Pacific |
|
992 |
|
1,128 |
|
2,070 |
|
2,341 |
| ||||
|
Europe |
|
718 |
|
644 |
|
1,497 |
|
1,446 |
| ||||
|
Total segment depreciation and amortization |
|
3,214 |
|
3,722 |
|
6,549 |
|
7,711 |
| ||||
|
Other businesses |
|
1,736 |
|
2,063 |
|
3,446 |
|
4,051 |
| ||||
|
Unallocated corporate and other |
|
3,501 |
|
3,604 |
|
7,036 |
|
7,346 |
| ||||
|
Total consolidated depreciation and amortization |
|
$ |
8,451 |
|
$ |
9,389 |
|
$ |
17,031 |
|
$ |
19,108 |
|
(1) Revenues for the three and six months ended June 30, 2016 were negatively impacted by approximately $3.0 million as a result of the sale of the Company’s South Africa operations, which was completed on April 15, 2016.
(2) Operating income for the three months ended June 30, 2015 was negatively impacted by restructuring charges of $1.3 million and $0.4 million for the Asia Pacific and Europe segments, respectively. Operating income for the six months ended June 30, 2015 was negatively impacted by restructuring charges of $0.5 million, $3.0 million, and $1.5 million for the Americas, Asia Pacific, and Europe segments, respectively. As we completed our restructure efforts in 2015, we had no similar expenses in the 2016 periods presented.
(3) Includes a corporate component consisting primarily of corporate support and administrative functions, costs associated with share-based compensation, research and development, brand marketing, legal, restructuring, depreciation and amortization of corporate and other assets not allocated to operating segments, and costs of the same nature related to certain corporate holding companies. The decrease in unallocated corporate and other operating loss of $11.6 million for the three months ended June 30, 2016 is primarily associated with: (i) various cost reductions related to with the Company’s 2015 restructuring efforts (including a $3.8 million decrease in contract labor and professional fees and a $3.2 million decrease in employee compensation) and (ii) a $5.0 million decrease associated with nonrecurring disbursements made to invalid vendors. The decrease in operating loss of $20.8 million for the six months ended June 30, 2016 is primarily associated with: (i) various cost reductions related to the Company’s 2015 restructuring efforts (including a $4.4 million decrease in employee compensation and a $4.1 million decrease in contract labor and professional fees) and (ii) a $5.0 million decrease associated with nonrecurring disbursements made to invalid vendors.
15. LEGAL PROCEEDINGS
The Company is currently subject to an audit by U.S. Customs & Border Protection (“CBP”) in respect of the period from 2006 to 2010. In October 2013, CBP issued the final audit report. In that report CBP projects that unpaid duties totaling approximately $12.4 million are due for the period under review and recommends collection of the duties due. Crocs responded that these projections are erroneous and provided arguments that demonstrate the amount due in connection with this matter is considerably less than the projection. Additionally, on December 12, 2014, Crocs made an offer to settle CBP’s potential claims and tendered $3.5 million. Counsel has had initial conversations with the CBP, which has indicated that it believes the current offer is insufficient. Crocs plans to continue to have discussions with the CBP in an effort to resolve the claims. At this time, it is not possible to determine how long this process will take or to predict whether a negotiated settlement can be reached. Likewise, if a settlement cannot be reached, it is not possible to predict with any certainty whether CBP will seek to assert a claim for penalties in addition to any unpaid duties, but such an assertion is a possibility.
Crocs is currently subject to an audit by the Brazilian Federal Tax Authorities related to imports of footwear from China between 2010 and 2014. On January 13, 2015, Crocs was notified about the issuance of assessments totaling approximately $4.5 million for the period January 2010 through May 2011. Crocs has disputed these assessments and asserted defenses to the claims. On February 25, 2015, Crocs received additional assessments totaling approximately $10.4 million related to the remainder of the audit period. Crocs has also disputed these assessments and asserted defenses and filed appeals to these claims. On May 11, 2016, Crocs was notified of a decision rejecting the defense filed against the first assessment covering the period of January 2010 through May 2011. Crocs filed an appeal against that decision on June 8, 2016. It is anticipated that this matter will take up to several years to be resolved. It is not possible at this time to predict the outcome of this matter.
Where the Company is able to estimate possible losses or ranges of possible losses, the Company estimates that as of June 30, 2016, it is reasonably possible that losses associated with these claims and other disputes could potentially exceed related accrued liabilities of $4.9 million by up to $7.1 million.
Although Crocs is subject to other litigation from time to time in the ordinary course of business, including employment, intellectual property and product liability claims, Crocs is not party to any other pending legal proceedings that Crocs believes would reasonably have a material adverse impact on its business, financial position, results of operations or cash flows.
ITEM 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Business Overview
Crocs, Inc. and its consolidated subsidiaries (collectively, the “Company,” “Crocs,” “we,” “our,” or “us”) are engaged in the design, development, manufacturing, worldwide marketing and distribution of casual lifestyle footwear and accessories for men, women, and children. We strive to be the global leader in the sale of molded footwear featuring fun, comfort, color, and functionality. The Company, a Delaware corporation, is the successor of a Colorado corporation of the same name, and was originally organized in 1999, as a limited liability company. Our products include footwear and accessories that utilize our proprietary closed-cell resin, called Croslite, as well as casual lifestyle footwear that use a range of materials. Our Croslite material enables us to produce innovative, lightweight, non-marking, and odor-resistant footwear. We currently sell our products in more than 65 countries through domestic and international retailers and distributors, and directly to consumers through our company-operated retail stores, outlets, webstores, and kiosks.
Since the initial introduction of our popular Beach and Crocs Classic designs in 2002, we have expanded our classic products to include a variety of new styles and products including clogs, sandals, wedges, flats, sneakers, and boots. Going forward, we are focusing on our core molded footwear heritage, as well as developing innovative casual lifestyle footwear. The broad appeal of our footwear has allowed us to market our products to a wide range of distribution channels, including family footwear stores, department stores, sporting goods stores and traditional footwear retailers, as well as a variety of specialty and independent retail channels, and via the internet. Our goal is to deliver world-class product assortments for the family with all of the comfort features and benefits for which Crocs is known. We have discontinued our non-core products in order to focus on growing our core-molded heritage category while developing more compelling casual footwear platforms.
We have expanded our core molded product line with the addition of dual density technology, warm lined styles, seasonal flips and slides. Licensed style partnerships from Disney, Marvel, Sanrio, Nickelodeon, and Warner Bros., among others, provide popularity to our kids’ core line along with our kids-only product innovations, including lights, color-change materials, and interactive elements. We have extended our core product assortment with new styling including ‘built for her’ and ‘built for him’ silhouettes, which are offered in multiple color and graphic treatments.
A key differentiating feature of our footwear products is the Croslite material, which is uniquely suited for comfort and functionality. Croslite is carefully formulated to create extremely lightweight, comfortable, and non-marking footwear that conforms to the shape of the foot and increases comfort. Croslite is a closed-cell resin material, which is water resistant, virtually odor free and allows many of our footwear styles to be cleaned simply with water. As we have expanded our product offering, we have incorporated traditional materials, such as textile fabric and leather, into many of our styles; however, we continue to utilize the Croslite material for the foot bed, sole, and other key structural components for many of these styles.
As a global company, we have significant revenues and costs denominated in currencies other than the U.S. Dollar. Sales in international markets in foreign currencies are expected to continue to represent a substantial portion of our revenues. Likewise, we expect that our subsidiaries with functional currencies other than the U.S. Dollar will continue to represent a substantial portion of our overall gross margin and related expenses. Accordingly, changes in foreign currency exchange rates can materially affect both revenues and costs as well as the comparability of revenues and costs from period to period as a result of the impact of foreign currency translation adjustments.
Use of Non-GAAP Financial Measures
In addition to financial measures presented on the basis of accounting principles generally accepted in the United States of America (“U.S. GAAP”), we present current period “non-GAAP selling, general, and administrative expenses”, which is a non-GAAP financial measure, within this Management’s Discussion and Analysis of Financial Condition and Results of Operation (“MD&A”). Adjusted results exclude the impact of items that management believes affect the comparability or underlying business trends in our condensed consolidated financial statements in the periods presented.
We also present certain information related to our current period results of operations in this MD&A through “constant currency”, which is a non-GAAP financial measure and should be viewed as a supplement to our results of operations and presentation of reportable segments under U.S. GAAP. Constant currency represents current period results that have been restated using prior year average foreign exchange rates for the comparative period to enhance the visibility of the underlying business trends excluding the impact of foreign currency exchange rate fluctuations.
Management uses adjusted results to assist in comparing business trends from period to period on a consistent non-GAAP basis in communications with the board of directors (the “Board”), stockholders, analysts, and investors concerning our financial performance. We believe that these non-GAAP measures are useful to investors and other users of our condensed consolidated financial statements as an additional tool to evaluate operating performance. We believe they also provide a useful baseline for analyzing trends in our operations. Investors should not consider these non-GAAP measures in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP. Please refer to our ‘Results of Operations’ within this section for a reconciliation of adjusted selling, general and administrative expenses to U.S. GAAP selling, general and administrative expenses.
Financial Highlights
The following are significant developments in our businesses during the three months ended June 30, 2016:
· Revenue decreased $21.8 million or 6.3% in the three months ended June 30, 2016, compared to the same period in 2015. The decrease in revenue was due to the net effect of: (i) a $23.7 million or 6.9% decrease associated with lower average selling prices, (ii) a $2.3 million or 0.7% increase associated with higher sales volumes, and (iii) a $0.4 million or 0.1% decrease associated with unfavorable exchange rates. Sales volumes for the quarter were negatively impacted by approximately $3.0 million as a result of the sale of our South Africa operations, which was completed on April 15, 2016.
· We sold 17.7 million pairs of shoes worldwide, an increase of 0.7% compared to the same period in the prior year.
· During the three months ended June 30, 2016, cost of sales decreased $1.6 million or 1.0% compared to the same period in 2015. The decrease in cost of sales was due to the net impact of: (i) a $2.6 million or 1.6% decrease in average cost per unit, (ii) a $1.1 million or 0.7% increase due to higher sales volumes, and (iii) a $0.1 million or 0.1% decrease due to the impact of foreign currency translation. The impact of sales volumes on cost of sales was reduced by approximately $2.0 million as a result of the sale of our South Africa operations, which was completed on April 15, 2016.
· Gross profit decreased $20.2 million or 10.7% to $169.6 million and gross margin decreased 250 basis points, to 52.4%, compared to the same period in 2015. The decrease in gross profit is due to the net impact of: (i) a $21.1 million or 11.2% decrease due to the combined impact of lower average sale prices and a lower average cost of sales per unit, (ii) a $1.2 million or 0.7% increase due to higher sales volumes, and (iii) a $0.3 million or 0.2% decrease due to the unfavorable impact of foreign currency translation. Gross profit declined by approximately $1.0 million as a result of the sale of our South Africa operations, which was completed on April 15, 2016.
· Selling, general and administrative (“SG&A”) expenses decreased $20.2 million or 12.0% for the three months ended June 30, 2016 compared to the same period in 2015. The decrease is primarily due to the combined impact of: (i) a $5.0 million or 3.0% decrease associated with nonrecurring disbursements made to invalid vendors, (ii) a $4.8 million or 2.8% decrease associated with lower bad debt expense, (iii) a $2.7 million or 1.6% decrease associated with implementation costs for the new ERP system, (iv) a $2.2 million or 1.3% decrease associated with reorganization charges, (v) a $1.8 million or 1.1% decrease associated with legal settlements, and a (vi) $1.5 million or 0.9% decrease associated with variable compensation. No other changes were individually significant.
· Net income attributable to common stockholders increased $2.0 million to $11.7 million compared to $9.7 million for the same period of 2015. Net earnings per common share (“EPS”) was $0.13 for the three months ended June 30, 2016 compared to $0.11 for the three months ended June 30, 2015. These increases were primarily the result of a decrease in
selling general and administrative expense, and a decrease in restructuring expense associated with the completion of our restructuring efforts in 2015 resulting in zero restructuring costs in the current period compared to restructuring charges of $2.8 million in the same period of 2015. These cost savings were partially offset by a decrease in gross profit.
Future Outlook
During the remainder of 2016, we intend to continue our strategic plans for long-term improvement and growth of the business. Our plans comprise four key initiatives: (1) streamlining the global product and marketing portfolio, (2) reducing direct investment in smaller geographic markets, (3) creating a more efficient organizational structure by reducing excess overhead costs and enhancing the decision making process, and (4) closing or converting certain underperforming Crocs branded retail stores around the world.
We believe these changes will better position Crocs to adapt to changing customer demands and global economic developments. We are focusing on our core molded footwear heritage, as well as developing innovative new casual lifestyle footwear platforms. By streamlining the product portfolio and reducing non-core product development, we believe we will create a more powerful consumer connection to the brand.
We are refining our business model around the world, prioritizing direct investment in larger-scale geographies to focus our resources on the demographics with the largest growth prospects, moving away from direct investment in the retail and wholesale businesses in smaller markets and transferring significant commercial responsibilities to distributors and third party agents. Further, we intend to expand our engagement with leading wholesale accounts in select markets to drive sales growth, optimize product placement and enhance brand reputation.
Additionally, we have been addressing the declining collection rates we have experienced from our China operations by limiting or terminating our relationship with distributors who we have identified as being a significant credit risk.
As of June 30, 2016, we have terminated our relationship with multiple distributors in China and we expanded our relationship with existing business partners who are in a stronger financial position and who have a proven track record. We have also implemented a more restrictive credit policy for several China distributors to reduce our exposure in that market. We are unable to predict future economic conditions in China, but if economic conditions in China continue to decline, we may experience further declines in consumer demand in our China markets. As our China operations represent approximately 8.1% of our total revenue, the net impact of declining sales volumes in China could have a material adverse impact on our financial results in future periods.
Results of Operations
Comparison of the Three Months Ended June 30, 2016 to 2015
|
|
|
Three Months Ended June 30, |
|
|
|
|
| |||||
|
|
|
2016 |
|
2015 |
|
$ Change |
|
% Change |
| |||
|
|
|
(in thousands, except per share data and average selling price) |
| |||||||||
|
Revenues |
|
$ |
323,828 |
|
$ |
345,671 |
|
$ |
(21,843 |
) |
(6.3 |
)% |
|
Cost of sales |
|
154,188 |
|
155,801 |
|
(1,613 |
) |
(1.0 |
)% | |||
|
Gross profit |
|
169,640 |
|
189,870 |
|
(20,230 |
) |
(10.7 |
)% | |||
|
Selling, general and administrative expenses |
|
148,463 |
|
168,636 |
|
(20,173 |
) |
(12.0 |
)% | |||
|
Asset impairment charges |
|
572 |
|
2,075 |
|
(1,503 |
) |
(72.4 |
)% | |||
|
Restructuring charges |
|
— |
|
2,810 |
|
(2,810 |
) |
(100.0 |
)% | |||
|
Income from operations |
|
20,605 |
|
16,349 |
|
4,256 |
|
26.0 |
% | |||
|
Foreign currency transaction gain (loss), net |
|
(1,700 |
) |
(217 |
) |
(1,483 |
) |
683.4 |
% | |||
|
Interest income |
|
164 |
|
196 |
|
(32 |
) |
(16.3 |
)% | |||
|
Interest expense |
|
(234 |
) |
(260 |
) |
26 |
|
(10.0 |
)% | |||
|
Other expense, net |
|
(189 |
) |
(80 |
) |
(109 |
) |
136.3 |
% | |||
|
Income before income taxes |
|
18,646 |
|
15,988 |
|
2,658 |
|
16.6 |
% | |||
|
Income tax expense |
|
(3,109 |
) |
(2,562 |
) |
(547 |
) |
21.4 |
% | |||
|
Net income |
|
$ |
15,537 |
|
$ |
13,426 |
|
$ |
2,111 |
|
15.7 |
% |
|
|
|
|
|
|
|
|
|
|
| |||
|
Dividends on Series A convertible preferred stock |
|
$ |
(3,000 |
) |
$ |
(3,000 |
) |
$ |
— |
|
— |
% |
|
Dividend equivalents on Series A convertible preferred shares related to redemption value accretion and beneficial conversion feature |
|
(802 |
) |
(736 |
) |
(66 |
) |
9.0 |
% | |||
|
Net income attributable to common stockholders |
|
$ |
11,735 |
|
$ |
9,690 |
|
$ |
2,045 |
|
21.1 |
% |
|
|
|
|
|
|
|
|
|
|
| |||
|
Net income per common share: |
|
|
|
|
|
|
|
|
| |||
|
Basic |
|
$ |
0.13 |
|
$ |
0.11 |
|
$ |
0.02 |
|
18.2 |
% |
|
Diluted |
|
$ |
0.13 |
|
$ |
0.11 |
|
$ |
0.02 |
|
18.2 |
% |
|
Gross margin |
|
52.4 |
% |
54.9 |
% |
(250 |
)bps |
(4.6 |
)% | |||
|
Operating margin |
|
6.4 |
% |
4.7 |
% |
170 |
bps |
36.2 |
% | |||
|
Footwear unit sales |
|
17,734 |
|
17,614 |
|
120 |
|
0.7 |
% | |||
|
Average footwear selling price |
|
$ |
18.05 |
|
$ |
19.27 |
|
$ |
(1.22 |
) |
(6.3 |
)% |
Revenues. Revenue decreased $21.8 million or 6.3% in the three months ended June 30, 2016, compared to the same period in 2015. The decrease in revenue was due to the net effect of: (i) a decrease of $23.7 million or 6.9% associated with lower average selling prices, (ii) an increase of $2.3 million or 0.7% due to higher sales volumes, and (iii) a decrease of $0.4 million or 0.1% associated with unfavorable exchange rates. Sales volumes for the quarter were negatively impacted by approximately $3.0 million as a result of the sale of our South Africa operations, which was completed on April 15, 2016.
Cost of sales. During the three months ended June 30, 2016, cost of sales decreased $1.6 million or 1.0% compared to the same period in 2015. The decrease in cost of sales was due to the net impact of: (i) a $2.6 million or 1.6% decrease due to lower average costs per unit sold, (ii) a $1.1 million or 0.7% increase due to higher sales volumes, and (iii) a $0.1 million or 0.1% decrease due to the impact of foreign currency translation. The impact of sales volumes on cost of sales was reduced by approximately $2.0 million as a result of the sale of our South Africa operations, which was completed on April 15, 2016.
Gross profit. During the three months ended June 30, 2016, gross profit decreased $20.2 million or 10.7% and gross margin decreased 250 basis points, to 52.4%, compared to the same period in 2015. The decrease in gross profit is due to the net
impact of: (i) a $21.1 million or 11.2% decrease due to the combined impact of lower average sale prices and a lower average cost of sales per unit, (ii) a $1.2 million or 0.7% increase due to higher sales volumes, and (iii) a $0.3 million or 0.2% decrease due to the unfavorable impact of foreign currency translation. Gross profit declined by approximately $1.0 million as a result of the sale of our South Africa operations, which was completed on April 15, 2016.
Selling, general and administrative expenses. SG&A expenses decreased $20.2 million or 12.0% during the three months ended June 30, 2016, compared to the same period in 2015. This decrease was primarily due to the combined impact of: (i) a $5.0 million or 3.0% decrease associated with nonrecurring disbursements made to invalid vendors, (ii) a $4.8 million or 2.8% decrease associated with lower bad debt expense, (iii) a $2.7 million or 1.6% decrease associated with implementation costs for the new ERP system, (iv) a $2.2 million or 1.3% decrease associated with reorganization charges, (v) a $1.8 million or 1.1% decrease associated with legal settlements, and (vi) a $1.5 million or 0.9% decrease associated with variable compensation. All other changes were individually significant.
During the three months ended June 30, 2016 and 2015, our bad debt expense was $0.2 million and $4.9 million, respectively. Of this amount, our China operations recognized $0.2 million and $3.8 million in bad debt expense for the three months ended June 30, 2016 and 2015, respectively. The decrease in bad debt expense associated with our China operations is primarily due to the implementation of a more restrictive credit policy for several China distributors in 2016, to reduce our exposure in that market.
In addition to these fluctuations, we have identified certain SG&A expenses that affect the comparability or underlying business trends in our condensed consolidated financial statements. The following table summarizes these expenses and describes the additional drivers of the decrease above by reconciling our U.S. GAAP SG&A expenses to non-GAAP SG&A expenses.
Reconciliation of Non-GAAP SG&A for the Three Months Ended June 30, 2016 and 2015
|
|
|
Three Months Ended June 30, |
| ||||
|
|
|
2016 |
|
2015 |
| ||
|
|
|
(in thousands) |
| ||||
|
Selling, general and administrative expenses reconciliation: |
|
|
|
|
| ||
|
U.S. GAAP selling, general and administrative expenses |
|
$ |
148,463 |
|
$ |
168,636 |
|
|
Reorganization charges (1) |
|
(274 |
) |
(2,154 |
) | ||
|
Improper disbursements (2) |
|
— |
|
(5,022 |
) | ||
|
ERP implementation (3) |
|
— |
|
(2,739 |
) | ||
|
Legal settlements (4) |
|
— |
|
(1,801 |
) | ||
|
Total selling, general and administrative adjustments |
|
(274 |
) |
(11,716 |
) | ||
|
Non-GAAP selling, general and administrative expenses |
|
$ |
148,189 |
|
$ |
156,920 |
|
(1) Relates to severance expenses, bonuses, store closure costs, consulting fees and other expenses related to recent reorganization activities and our investment agreement with Blackstone.
(2) Represents legal expenses and other expenses for matters surrounding disbursements to invalid vendors that occurred in 2015.
(3) Represents operating expenses incurred in 2015 related to the implementation of the new ERP system.
(4) Relates primarily to legal expenses for matters surrounding California wage settlements that occurred in 2015.
Asset impairment charges. During the three months ended June 30, 2016 and 2015, we incurred $0.6 million and $2.1 million, respectively, in retail asset impairment charges related to certain underperforming retail locations, primarily in our Americas
segment, that were unlikely to generate sufficient cash flows to fully recover the carrying value of the stores’ assets over their remaining economic life.
Foreign currency transaction gain (loss), net. The line item entitled ‘foreign currency transaction gain (loss), net’ is comprised of foreign currency gains and losses from the re-measurement and settlement of monetary assets and liabilities denominated in non-functional currencies and the impact of certain foreign currency derivative instruments. During the three months ended June 30, 2016, we recognized a net loss of $1.7 million compared to a net loss of $0.2 million on foreign currency transactions during the three months ended June 30, 2015.
Income tax expense. During the three months ended June 30, 2016, income tax expense increased $0.5 million compared to the same period in 2015, resulting in a 0.7% increase in the effective tax rate. The increase in the effective tax rate was driven primarily by an increase in profitability in certain jurisdictions, compared to the same period in 2015. Also affecting the rate were losses in certain jurisdictions for which tax benefits cannot be recognized because management has determined that it is not more likely than not that the losses will be realized. Our effective tax rate of 16.7% for the three months ended June 30, 2016 differs from the federal U.S. statutory rate primarily due to differences in income tax rates between U.S. and foreign jurisdictions.
Revenue by Channel for the Three Months Ended June 30, 2016 and 2015
|
|
|
Three Months Ended June 30, |
|
Change |
|
Constant Currency Change (1) |
| ||||||||||
|
|
|
2016 |
|
2015 |
|
$ |
|
% |
|
$ |
|
% |
| ||||
|
|
|
(in thousands) |
| ||||||||||||||
|
Wholesale: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Americas |
|
$ |
54,620 |
|
$ |
65,250 |
|
$ |
(10,630 |
) |
(16.3 |
)% |
$ |
(9,845 |
) |
(15.1 |
)% |
|
Asia Pacific |
|
74,640 |
|
92,824 |
|
(18,184 |
) |
(19.6 |
)% |
(19,692 |
) |
(21.2 |
)% | ||||
|
Europe |
|
36,192 |
|
30,807 |
|
5,385 |
|
17.5 |
% |
5,306 |
|
17.2 |
% | ||||
|
Other businesses |
|
225 |
|
327 |
|
(102 |
) |
(31.2 |
)% |
(104 |
) |
(31.8 |
)% | ||||
|
Total wholesale |
|
165,677 |
|
189,208 |
|
(23,531 |
) |
(12.4 |
)% |
(24,335 |
) |
(12.9 |
)% | ||||
|
Retail: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Americas |
|
57,786 |
|
58,309 |
|
(523 |
) |
(0.9 |
)% |
(397 |
) |
(0.7 |
)% | ||||
|
Asia Pacific |
|
41,319 |
|
45,898 |
|
(4,579 |
) |
(10.0 |
)% |
(4,498 |
) |
(9.8 |
)% | ||||
|
Europe |
|
13,950 |
|
14,522 |
|
(572 |
) |
(3.9 |
)% |
223 |
|
1.5 |
% | ||||
|
Total retail |
|
113,055 |
|
118,729 |
|
(5,674 |
) |
(4.8 |
)% |
(4,672 |
) |
(3.9 |
)% | ||||
|
E-commerce: |
|
|
|
|
|
|
|
|
|
|
|
|
| ||||
|
Americas |
|
22,691 |
|
19,560 |
|
3,131 |
|
16.0 |
% |
3,196 |
|
16.3 |
% | ||||
|
Asia Pacific |
|
14,887 |
|
10,835 |
|
4,052 |
|
37.4 |
% |
4,423 |
|
40.8 |
% | ||||
|
Europe |
|
7,518 |
|
7,339 |
|
179 |
|
2.4 |
% |
(17 |
) |
(0.2 |
)% | ||||
|
Total e-commerce |
|
45,096 |
|
37,734 |
|
7,362 |
|
19.5 |
% |
7,602 |
|
20.1 |
% | ||||
|
Total revenues |
|
$ |
323,828 |
|
$ |
345,671 |
|
$ |
(21,843 |
) |
(6.3 |
)% |
$ |
(21,405 |
) |
(6.2 |
)% |
(1) Reflects year over year change as if the current period results were in “constant currency,” which is a non-GAAP financial measure. See “Use of Non-GAAP Financial Measures” above for more information.
Revenues by channel
Wholesale channel revenues. During the three months ended June 30, 2016, revenues from our wholesale channel decreased $23.5 million or 12.4%, compared to the same period in 2015. The decrease in wholesale channel revenue was due to the net impact of: (i) a $20.9 million or 11.0% decrease due to lower average selling prices (primarily due to lower average selling prices in the Asia Pacific segment), (ii) a $3.4 million or 1.8% decrease in sales volumes (primarily due to lower sales volumes
in the Americas segment), and (iii) a $0.8 million or 0.4% increase due to the favorable impact of foreign currency translation. Sales volumes for the three months ended June 30, 2016 were negatively impacted by approximately $3.0 million as a result of the sale of the Company’s South Africa operations, which was completed on April 15, 2016.
Retail channel revenues. During the three months ended June 30, 2016, revenues from our retail channel decreased $5.7 million, or 4.8%, compared to the same period in 2015. The decrease in retail channel revenues was due to the net impact of: (i) a $6.8 million or 5.7% decrease due to lower average selling prices, (ii) a $2.1 million or 1.7% increase in sales volumes, and (iii) a $1.0 million or 0.8% decrease due to the unfavorable impact of foreign currency translation.
E-commerce channel revenues. During the three months ended June 30, 2016, revenues from our e-commerce channel increased $7.4 million or 19.5%, compared to the same period in 2015. The increase in e-commerce revenue was due to the net impact of: (i) a $8.2 million or 21.8% increase in sales volumes (primarily due to increased sales volumes in the Americas and Asia Pacific segments), (ii) a $0.6 million or 1.7% decrease due to lower average selling prices, and (iii) a $0.2 mi