Form 8-K Crocs, Inc. For: Oct 27

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM�8-K

�

CURRENT REPORT

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Pursuant to Section�13 OR 15(d)�of

the Securities Exchange Act of 1934

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Date of Report (date of earliest event reported): October�27, 2014

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CROCS,�INC.

(Exact name of registrant as specified in its charter)

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7477 East Dry Creek Parkway Niwot, Colorado	� 80503
(Address of principal executive offices)	(Zip Code)

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Registrant�s telephone number, including area code: (303) 848-7000

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Not Applicable

(Former name or former address, if changed since last report)

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Check the appropriate box below if the Form�8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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o����� Written communications pursuant to Rule�425 under the Securities Act (17 CFR 230.425)

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o����� Soliciting material pursuant to Rule�14a-12 under the Exchange Act (17 CFR 240.14a-12)

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o����� Pre-commencement communications pursuant to Rule�14d-2(b)�under the Exchange Act (17 CFR 240.14d-2(b))

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o����� Pre-commencement communications pursuant to Rule�13e-4(c)�under the Exchange Act (17 CFR 240.13e-4(c))

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Item 2.02 Results of Operations and Financial Condition.

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On October�27, 2014, Crocs,�Inc. (the �Company�) issued a press release reporting its results of operations for the three and nine months ended September�30, 2014.� A copy of the press release is furnished as Exhibit�99.1 to this report.

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Item 9.01 Financial Statements and Exhibits.

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(d)�������������������������������� Exhibits.

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Exhibit No.	�	Description
99.1	�	Press release dated October�27, 2014

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SIGNATURES

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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�	CROCS,�INC.
�	�
�	�
Date: October�27, 2014	By:	/s/ Jeffrey J. Lasher
�	�	Jeffrey J. Lasher,
�	�	Senior Vice President � Finance, Chief Financial Officer

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Exhibit 99.1

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Crocs,�Inc. Reports Third Quarter 2014 Financial Results

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NIWOT, Colo., October�27, 2014 (GLOBE NEWSWIRE) � Crocs,�Inc. (Nasdaq: CROX) today reported financial results for the third quarter ended September�30, 2014.

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Third Quarter Financial Highlights:

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������������������ GAAP revenue increased 4.8% in the third quarter of 2014 to $302.4 million, which is in line with previously provided guidance of $300 million to $305 million. On a constant currency basis, revenue increased 5.4% in the third quarter of 2014.

������������������ Net income was $0.12 per diluted common share on a GAAP basis in the third quarter of 2014. Excluding certain charges, the company reported a non-GAAP net income(1)�per common share was $0.30

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Crocs President Andrew Rees said, �Revenues in the quarter were in line with our expectations in three out of four regions. Despite unfavorable exchange rates, we saw 13% year-over-year revenue growth in Europe, with the greatest part of that coming from strong wholesale channel performance.� In the Americas, we saw a 10% revenue rise, as U.S. same-store sales trends began to improve in the back half of the quarter.� Revenue declined slightly in Asia, where results were substantially impacted by weaker performance in our China wholesale and retail businesses.� While Internet sales increased slightly in Japan, revenue for the region was down 9% overall due to weak retail same-store sales, lower at-once demand and continued weakness in the Yen.�

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�From a channel perspective,� Rees continued, �global wholesale revenue climbed 8% and global Internet revenue rose 9%, with very strong Internet sales results in the Americas.� We continue to work to improve performance in our global retail channel, where revenue rose about 1% in the quarter but same-store sales were down 4.5%.� As a follow up to the reorganization efforts in the third quarter, we recently made several key changes to our global management team.� Including the consolidation of global product development and merchandising under Michelle Poole, an industry veteran with over 14 years of footwear experience. The addition of Bob Munroe as GM of the Americas;� Bob joins us with 30 years of footwear and apparel experience, including 11 years at Reebok where he was ultimately President of North America. And, the promotion of

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Scott Yuan to the position of General Manager of Greater China. We are excited to enrich our team as we focus on the future and potential growth opportunities of the Crocs brand. �

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Financial Review

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Third quarter operating results

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In the third quarter of 2014, GAAP operating income was $1.1 million versus $17.9 million in the comparable quarter in the prior year.� GAAP net income was $15.8 million versus net income of $13.0 million in the comparable quarter in the prior year.

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As outlined in the non-GAAP reconciliations set forth later in this press release, the company recorded $17.4 million in non-GAAP charges (of which $6.2 million were non-cash charges). This includes $4.1 million of expenses for the companies new ERP system in the quarter. �The company also recorded $3.8 million of dividends and dividend equivalents on the preferred stock that was issued in the first quarter of 2014. Undistributed earnings related to preferred stock reduced net income for common shareholders by 14.0% (equal to the equity participation of the preferred investment). Excluding these items the company reported:

�

������������������ Non-GAAP operating income of $18.5 million versus $21.0 million in the comparable prior year period.

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�Factors driving our third quarter 2014 performance included strong revenue growth in Europe, particularly in the wholesale channel, and improvements in the Americas region, where wholesale channel performance also led the way,� said Jeff Lasher, Crocs Chief Financial Officer.� �These were offset by negative currency impacts in Europe and Japan and weak performance in Asia, where our China wholesale volume declined significantly and retail sales at comparable stores declined by double digits in China, Korea and Hong Kong.� The quarter also was impacted by a reserve for doubtful accounts in excess of $5 million primarily as a result of delayed payments from partner-owned stores in China.�

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Balance Sheet

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Cash and cash equivalents at September�30, 2014, amounted to $350.4 million.� Inventory was $202.8 million and Accounts Receivable was $158.7 million.

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Margins

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Gross profit for the third quarter of 2014 was $155.0 million, or 51.3% as a percentage of sales, compared with $153.6 million, or 53.2% as a percentage of sales for the prior-year period.

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Excluding special items, non-GAAP gross margins were 51.8% and Selling, General�& Administrative (�SG&A�) expenses increased 4.0% to $138.0 million compared with $132.6 million a year ago, as a result of the increase in doubtful account reserves.� As a percentage of sales, SG&A decreased slightly to 45.6% compared with 46.0% in the third quarter of 2013.

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Stock Repurchase

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During the quarter the company repurchased approximately 2.9 million shares of common stock at an average price of $14.74 per share under its previously announced stock repurchase program. For the year to date, the company has repurchased approximately $90 million of common stock.� The company intends to be patient, methodical and opportunistic in the execution of this buyback plan.

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ERP System Implementation

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The company�s SAP rollout continues to go well, with successful rollouts completed in Australia and Japan, meeting expectations.� The company expects full implementation to be complete during the first half of 2015.

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Backlog

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The company has determined that due to the timing of bookings for future orders, they will no longer be providing detailed backlog.� Mr.�Rees said �In general, our pre-books for spring 2015 are in line with our expectations.� The issues in China are partially offset by growth in Europe, and we will go over more detail in the conference call today.�

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Financial Outlook

�

The company expects GAAP revenue of approximately $200 to $210 million in the fourth quarter of 2014.

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CEO Search

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As previously announced, a search is underway for a new chief executive officer for the company.� The company will make an announcement when the search is successfully concluded.

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Conference Call Information

�

A teleconference call to discuss third quarter 2014 results is scheduled for Monday, October�27, 2014, at 5�p.m. ET. The call participation number is (888) 771-4371. A replay of the conference call will be available two hours after the completion of the call at (888) 843-7419. International participants can dial (847) 585-4405 to take part in the conference call and can access a replay of the call at (630) 652-3042. All of the above calls will require the input of the conference identification number 38339914. The call also will be streamed on the Crocs website, www.crocs.com. An audio recording of the conference call will be available at www.crocs.com through October�31, 2014.

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About Crocs,�Inc.

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Crocs,�Inc. (NASDAQ : CROX) is a world leader in innovative casual footwear for men, women and children. Crocs offers a broad portfolio of all-season products, while remaining true to its core molded footwear heritage. All

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Crocs� shoes feature Croslite� material, a proprietary, revolutionary technology that gives each pair of shoes the soft, comfortable, lightweight, non-marking and odor-resistant qualities that Crocs fans know and love. Crocs celebrates the fan of being a little different and encourages fans to �Find Your Fan� in every colorful pair of shoes. Since its inception in 2002, Crocs has sold more than 300 million pairs of shoes in more than 90 countries around the world.

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Visit www.crocs.com for additional information.

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The matters regarding the future discussed in this news release include �forward-looking statements� within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, statements regarding prospects, investments in our business and outlook. These statements involve known and unknown risks, uncertainties and other factors which may cause our actual results, performance or achievements to be materially different from any future results, performances, or achievements expressed or implied by the forward-looking statements. These risks and uncertainties include, but are not limited to, the following: macroeconomic issues, including, but not limited to, the current global financial conditions; the effect of competition in our industry; our ability to effectively manage our future growth or declines in revenue; changing fashion trends; our ability to maintain and expand revenues and gross margin; our ability to accurately forecast consumer demand for our products; our ability to develop and sell new products; our ability to obtain and protect intellectual property rights; the effect of potential adverse currency exchange rate fluctuations and other international operating risks; our ability to open and operate additional retail locations; and other factors described in our most recent annual report on Form�10-K under the heading �Risk Factors� and our subsequent filings with the Securities and Exchange Commission. Readers are encouraged to review that section and all other disclosures appearing in our filings with the Securities and Exchange Commission.

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All information in this document speaks as of September�30, 2014. We do not undertake any obligation to update publicly any forward-looking statements, including, without limitation, any estimate regarding revenues or earnings, whether as a result of the receipt of new information, future events, or otherwise.

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(1)�Non-GAAP net income is a financial measure not calculated in accordance with U.S. Generally Accepted Accounting Principles (non-GAAP). See the non-GAAP reconciliations set forth later in this press release for additional information.

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CROCS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF INCOME (UNAUDITED)

�

�	�	Three�Months�Ended					�	Nine�Months�Ended					�
�	�	September�30,					�	September�30,					�
($�thousands,�except�per�share�data)	�	2014		�	2013		�	2014		�	2013		�
Revenues	�	$	302,401	�	$	288,524	�	$	991,750	�	$	964,007	�
Cost of sales	�	146,801		�	134,943		�	475,323		�	443,710		�
Restructuring charges	�	583		�	�		�	2,612		�	�		�
Gross profit	�	155,017		�	153,581		�	513,815		�	520,297		�
Selling, general and administrative expenses	�	143,719		�	135,674		�	434,244		�	414,119		�
Restructuring charges	�	7,585		�	�		�	13,895		�	�		�
Asset impairment charges	�	2,600		�	�		�	5,830		�	202		�
Income from operations	�	1,113		�	17,907		�	59,846		�	105,976		�
Foreign currency transaction losses, net	�	1,290		�	1,043		�	4,278		�	4,457		�
Interest income	�	(424		)	(853		)	(1,304		)	(1,676		)
Interest expense	�	366		�	44		�	685		�	519		�
Other (income) expense, net	�	(217		)	13		�	(388		)	180		�
Income before income taxes	�	98		�	17,660		�	56,575		�	102,496		�
Income tax (benefit) expense	�	(15,669		)	4,624		�	8,407		�	25,143		�
Net income	�	$	15,767	�	$	13,036	�	$	48,168	�	$	77,353	�
Dividends on Series�A convertible preferred stock	�	3,067		�	�		�	8,233		�	�		�
Dividend equivalents on Series�A convertible preferred stock related to redemption value accretion and beneficial conversion feature	�	691		�	�		�	2,030		�	�		�
Net income attributable to common stockholders	�	$	12,009	�	$	13,036	�	$	37,905	�	$	77,353	�
Net income per common share:	�	�		�	�		�	�		�	�		�
Basic	�	$	0.12	�	$	0.15	�	$	0.38	�	$	0.88	�
Diluted	�	$	0.12	�	$	0.15	�	$	0.37	�	$	0.87	�

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CROCS, INC. AND SUBSIDIARIES

RECONCILIATION OF GAAP MEASURES TO NON-GAAP MEASURES (UNAUDITED)

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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 �adjusted results�, which are non-GAAP financial measures. Adjusted results of operations 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.

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Management uses adjusted results to assist in comparing business trends fromperiod to period on a consistent basis without regard to the impact of non-GAAP adjustments in communications with the board of directors, stockholders, analysts and investors concerning our financial performance. We believe that these non-GAAP measures are used by, and are useful to, investors and other users of our financial statements in evaluating operating performance by providing better comparability between reporting periods because they provide an additional tool to evaluate our performance without regard to non-GAAP adjustments that may not be indicative of overall business trends. They also provide a better baseline for analyzing trends in our operations. We do not suggest that investors should consider these non-GAAP measures in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP.

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�

Three�Months�Ended

�

Three�Months�Ended

�

Nine�Months�Ended

�

Nine�Months�Ended

�

�

�

September�30,�2014

�

September�30,�2013

�

September�30,�2014

�

September�30,�2013

�

�

�

�

�

�

�

�

�

�

�

Cost of sales and restructuring charges reconciliation:

�

�

�

�

�

�

�

�

�

GAAP cost of sales and restructuring charges

�

$

147,384

�

$

134,943

�

$

477,935

�

$

443,710

�

Inventory write-down (1)

�

(896

)

�

�

(896

)

�

�

Restructuring charges (2)

�

(583

)

�

�

(2,612

)

�

�

Non-GAAP cost of sales and restructuring charges

�

$

145,905

�

$

134,943

�

$

474,427

�

$

443,710

�

�

�

�

�

�

�

�

�

�

�

Gross margin reconciliation:

�

�

�

�

�

�

�

�

�

GAAP gross margin

�

51.3

%

53.2

%

51.8

%

54.0

%

Inventory write-down (1)

�

0.3

�

�

�

0.1

�

�

�

Restructuring charges (2)

�

0.2

�

�

�

0.3

�

�

�

Non-GAAP gross margin

�

51.8

%

53.2

%

52.2

%

54.0

%

�

�

�

�

�

�

�

�

�

�

Selling, general and administrative expenses (�SG&A�), restructuring charges and asset impairment charges reconciliation:

�

�

�

�

�

�

�

�

�

GAAP SG&A, restructuring charges and asset impairment charges

�

$

153,904

�

$

135,674

�

$

453,969

�

$

414,321

�

Restructuring charges (2)

�

(7,585

)

�

�

(13,895

)

�

�

New ERP implementation (3)

�

(4,094

)

(3,089

)

(11,122

)

(6,833

)

Retail asset impairment charges (4)

�

(2,600

)

�

�

(5,830

)

(202

)

Reorganization charges (2)

�

(1,125

)

�

�

(5,576

)

�

�

Legal settlement (5)

�

(487

)

�

�

(2,333

)

�

�

Brazil tax credits (6)

�

�

�

�

�

�

�

(6,094

)

Non-GAAP SG&A, restructuring charges and asset impairment charges

�

$

138,013

�

$

132,585

�

$

415,213

�

$

401,192

�

�

�

�

�

�

�

�

�

�

�

Net income attributable to common stockholders reconciliation:

�

�

�

�

�

�

�

�

�

GAAP net income attributable to common stockholders reconciliation:

�

$

12,009

�

$

13,036

�

$

37,905

�

$

77,353

�

Restructuring charges (2)

�

8,168

�

�

�

16,507

�

�

�

New ERP implementation (3)

�

4,094

�

3,089

�

11,122

�

6,833

�

Retail asset impairment charges (4)

�

2,600

�

�

�

5,830

�

202

�

Reorganization charges (2)

�

1,125

�

�

�

5,576

�

�

�

Inventory write-down (1)

�

896

�

�

�

896

�

�

�

Legal settlement (5)

�

487

�

�

�

2,333

�

�

�

Brazil tax credits (6)

�

�

�

�

�

�

�

6,094

�

Non-GAAP net income attributable to common stockholders

�

$

29,379

�

$

16,125

�

$

80,169

�

$

90,482

�

�

�

�

�

�

�

�

�

�

�

Net income per diluted common share reconciliation:

�

�

�

�

�

�

�

�

�

GAAP net income per diulted common share

�

$

0.12

�

$

0.15

�

$

0.37

�

$

0.87

�

Restructuring charges (2)

�

0.08

�

�

�

0.16

�

�

�

New ERP implementation (3)

�

0.04

�

0.03

�

0.11

�

0.08

�

Retail asset impairment charges (4)

�

0.03

�

�

�

0.06

�

�

�

Reorganization charges (2)

�

0.01

�

�

�

0.06

�

�

�

Inventory write-down (1)

�

0.01

�

�

�

0.01

�

�

�

Legal settlement (5)

�

0.01

�

�

�

0.02

�

�

�

Brazil tax credits (6)

�

�

�

�

�

�

�

0.07

�

Non-GAAP net income per diluted common share

�

$

0.30

�

$

0.18

�

$

0.79

�

$

1.02

�

�

(1)�This relates to a write-off of obsolete inventory.

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(2)�This relates to severance expenses, bonuses, store closure costs, consulting fees and other expenses related to recent restructuring activities and our investment agreement with Blackstone.

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(3)�This represents operating expenses related to the implementation of our new ERP system and the add-back of accelerated depreciation and amortization on tangible and intangible items related to our current ERP system and supporting platforms that will no longer be utilized once the implementation of a new ERP is complete.

�

(4)�This represents retail asset impairment charges for certain underperforming locations in our Americas, Asia Pacific and Europe segments.

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(5)�This represents legal settlement expenses.

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(6)�This represents a net expense related to the resolution of a statutory tax audit in Brazil.

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6

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CROCS, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)

�

�	�	September�30,		�	December�31,		�
($�thousands,�except�number�of�shares)	�	2014		�	2013		�
ASSETS	�	�		�	�		�
Current assets:	�	�		�	�		�
Cash and cash equivalents	�	$	350,371	�	$	317,144	�
Accounts receivable, net of allowances of $21,001 and $10,513, respectively	�	158,664		�	104,405		�
Inventories	�	202,819		�	162,341		�
Deferred tax assets, net	�	4,278		�	4,440		�
Income tax receivable	�	19,677		�	10,630		�
Other receivables	�	17,196		�	11,942		�
Prepaid expenses and other current assets	�	36,717		�	29,175		�
Total current assets	�	789,722		�	640,077		�
Property and equipment, net	�	73,575		�	86,971		�
Intangible assets, net	�	89,599		�	72,315		�
Goodwill	�	2,235		�	2,507		�
Deferred tax assets, net	�	17,581		�	19,628		�
Other assets	�	34,220		�	53,661		�
Total assets	�	$	1,006,932	�	$	875,159	�
�	�	�		�	�		�
LIABILITIES AND STOCKHOLDERS� EQUITY	�	�		�	�		�
Current liabilities:	�	�		�	�		�
Accounts payable	�	$	66,133	�	$	57,450	�
Accrued expenses and other current liabilities	�	105,142		�	97,111		�
Deferred tax liabilities, net	�	11,129		�	11,199		�
Accrued restructuring	�	3,435		�	�		�
Income taxes payable	�	29,218		�	15,992		�
Current portion of long-term borrowings and capital lease obligations	�	5,259		�	5,176		�
Total current liabilities	�	220,316		�	186,928		�
Long-term income tax payable	�	14,632		�	36,616		�
Long-term borrowings and capital lease obligations	�	7,714		�	11,670		�
Long-term accrued restructuring	�	310		�	�		�
Other liabilities	�	15,685		�	15,201		�
Total liabilities	�	258,657		�	250,415		�
�	�	�		�	�		�
Commitments and contingencies	�	�		�	�		�
Series�A convertible preferred stock, par value $0.001 per share, 200,000 shares issued and outstanding, redemption amount and liquidation preference of $203,067 and $0 at September 30, 2014 and December�31, 2013, respectively	�	171,973		�	�		�
�	�	�		�	�		�
Stockholders� equity:	�	�		�	�		�
Preferred stock, par value $0.001 per share, 5,000,000 shares authorized, none outstanding	�	�		�	�		�
Common stock, par value $0.001 per share, 250,000,000 shares authorized, 92,282,045 and 82,964,597 shares issued and outstanding, respectively, at September�30, 2014 and 91,662,656 and 88,450,203 shares issued and outstanding, respectively, at December 31, 2013	�	93		�	92		�
Treasury stock, at cost, 9,317,448 and 3,212,453 shares, respectively	�	(144,898		)	(55,964		)
Additional paid-in capital	�	343,768		�	321,532		�
Retained earnings	�	382,337		�	344,432		�
Accumulated other comprehensive income	�	(4,998		)	14,652		�
Total stockholders� equity	�	576,302		�	624,744		�
Total liabilities, commitments and contingencies and stockholders� equity	�	$	1,006,932	�	$	875,159	�

�

7

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CROCS, INC. AND SUBSIDIARIES

CHANNEL REVENUES (UNAUDITED)

�

�	�	Three�Months�Ended�September�30,					�	Change				�	Constant�Currency�Change�(1)				�	Nine�Months�Ended�September�30,					�	Change				�	Constant�Currency�Change(1)				�
($�thousands)	�	2014		�	2013		�	$		�	%	�	$		�	%	�	2014		�	2013		�	$		�	%	�	$		�	%	�
Channel revenues:	�	�		�	�		�	�		�	�	�	�		�	�	�	�		�	�		�	�		�	�	�	�		�	�	�
Wholesale:	�	�		�	�		�	�		�	�	�	�		�	�	�	�		�	�		�	�		�	�	�	�		�	�	�
Americas	�	$	53,097	�	$	45,134	�	$	7,963	�	17.6	%	$	8,160	�	18.1	%	$	188,987	�	$	195,827	�	$	(6,840	)	(3.5	)%	$	(4,766	)	(2.4	)%
Asia Pacific	�	42,363		�	43,268		�	(905		)	(2.1	)	(1,074		)	(2.5	)	192,108		�	180,205		�	11,903		�	6.6	�	12,545		�	7.0	�
Japan	�	21,609		�	24,536		�	(2,927		)	(11.9	)	(1,879		)	(7.7	)	69,353		�	78,116		�	(8,763		)	(11.2	)	(4,618		)	(5.9	)
Europe	�	33,691		�	27,414		�	6,277		�	22.9	�	6,710		�	24.5	�	126,047		�	107,689		�	18,358		�	17.0	�	15,639		�	14.5	�
Other businesses�	�	435		�	37		�	398		�	1075.7	�	393		�	1062.2	�	607		�	200		�	407		�	203.5	�	375		�	187.5	�
Total Wholesale	�	151,195		�	140,389		�	10,806		�	7.7	�	12,310		�	8.8	�	577,102		�	562,037		�	15,065		�	2.7	�	19,175		�	3.4	�
Consumer-direct:	�	�		�	�		�	�		�	�	�	�		�	�	�	�		�	�		�	�		�	�	�	�		�	�	�
Retail:	�	�		�	�		�	�		�	�	�	�		�	�	�	�		�	�		�	�		�	�	�	�		�	�	�
Americas	�	61,721		�	59,839		�	1,882		�	3.1	�	2,179		�	3.6	�	158,924		�	156,784		�	2,140		�	1.4	�	3,270		�	2.1	�
Asia Pacific	�	32,733		�	33,469		�	(736		)	(2.2	)	(1,600		)	(4.8	)	99,500		�	93,937		�	5,563		�	5.9	�	3,972		�	4.2	�
Japan	�	11,654		�	12,397		�	(743		)	(6.0	)	(223		)	(1.8	)	30,112		�	30,625		�	(513		)	(1.7	)	1,139		�	3.7	�
Europe	�	19,494		�	18,995		�	499		�	2.6	�	531		�	2.8	�	49,844		�	46,734		�	3,110		�	6.7	�	2,908		�	6.2	�
Total Retail	�	125,602		�	124,700		�	902		�	0.7	�	887		�	0.7	�	338,380		�	328,080		�	10,300		�	3.1	�	11,289		�	3.4	�
Internet:	�	�		�	�		�	�		�	�	�	�		�	�	�	�		�	�		�	�		�	�	�	�		�	�	�
Americas	�	12,657		�	11,221		�	1,436		�	12.8	�	1,476		�	13.2	�	38,252		�	39,267		�	(1,015		)	(2.6	)	(780		)	(2.0	)
Asia Pacific	�	3,231		�	2,669		�	562		�	21.1	�	537		�	20.1	�	10,070		�	7,553		�	2,517		�	33.3	�	2,626		�	34.8	�
Japan	�	2,256		�	2,051		�	205		�	10.0	�	299		�	14.6	�	6,299		�	6,074		�	225		�	3.7	�	625		�	10.3	�
Europe	�	7,460		�	7,494		�	(34		)	(0.5	)	(37		)	(0.5	)	21,647		�	20,996		�	651		�	3.1	�	134		�	0.6	�
Total Internet	�	25,604		�	23,435		�	2,169		�	9.3	�	2,275		�	9.7	�	76,268		�	73,890		�	2,378		�	3.2	�	2,605		�	3.5	�
Total revenues:	�	$	302,401	�	$	288,524	�	$	13,877	�	4.8	%	$	15,472	�	5.4	%	$	991,750	�	$	964,007	�	$	27,743	�	2.9	%	$	33,069	�	3.4	%

�

�	�	Three�Months�Ended�September�30,					�	Change				�	Constant�Currency�Change(1)				�	Nine�Months�Ended�September�30,					�	Change				�	Constant�Currency�Change(1)				�
($�thousands)	�	2014		�	2013		�	$		�	%	�	$		�	%	�	2014		�	2013		�	$		�	%	�	$		�	%	�
Regional Revenue:	�	�		�	�		�	�		�	�	�	�		�	�	�	�		�	�		�	�		�	�	�	�		�	�	�
Americas	�	$	127,475	�	$	116,194	�	$	11,281	�	9.7	%	$	11,815	�	10.2	%	$	386,163	�	$	391,878	�	$	(5,715	)	(1.5	)%	$	(2,276	)	(0.6	)%
Asia Pacific	�	78,327		�	79,406		�	(1,079		)	(1.4	)	(2,137		)	(2.7	)	301,678		�	281,695		�	19,983		�	7.1	�	19,143		�	6.8	�
Japan	�	35,519		�	38,984		�	(3,465		)	(8.9	)	(1,803		)	(4.6	)	105,764		�	114,815		�	(9,051		)	(7.9	)	(2,854		)	(2.5	)
Europe	�	60,645		�	53,903		�	6,742		�	12.5	�	7,204		�	13.4	�	197,538		�	175,419		�	22,119		�	12.6	�	18,681		�	10.6	�
Other businesses	�	435		�	37		�	398		�	1,075.7	�	393		�	1,062.2	�	607		�	200		�	407		�	203.5	�	375		�	187.5	�
Total revenues:	�	$	302,401	�	$	288,524	�	$	13,877	�	4.8	%	$	15,472	�	5.4	%	$	991,750	�	$	964,007	�	$	27,743	�	2.9	%	$	33,069	�	3.4	%

�

(1)�Reflects quarter-over-quarter and year-over-year change as if the current period results were in �constant currency,� which is a non-GAAP financial measure. Constant currency is a measure utilized by management in which current period results have been restated using 2013 average foreign exchange rates for the comparative period to enhance the visibility of the underlying business trends by excluding the impact of foreign currency exchange rate fluctuations. We do not suggest that investors should consider this non-GAAP measure in isolation from, or as a substitute for, financial information prepared in accordance with U.S. GAAP.

�

8

�

CROCS, INC. AND SUBSIDIARIES

RETAIL STORE COUNTS (UNAUDITED)

�

�	�	December�31,	�	�	�	�	�	September�30,	�
Company-operated�retail�locations:	�	2013	�	Opened	�	Closed	�	2014	�
Type:	�	�	�	�	�	�	�	�	�
Kiosk/Store in Store	�	122	�	5	�	(27	)	100	�
Retail Stores	�	327	�	39	�	(37	)	329	�
Outlet Stores	�	170	�	21	�	(15	)	176	�
Total	�	619	�	65	�	(79	)	605	�
Operating segment:	�	�	�	�	�	�	�	�	�
Americas	�	216	�	16	�	(21	)	211	�
Asia Pacific	�	236	�	34	�	(48	)	222	�
Japan	�	49	�	5	�	(1	)	53	�
Europe	�	118	�	10	�	(9	)	119	�
Total	�	619	�	65	�	(79	)	605	�

�

�	�	September�30,	�	�	�	�	�	September�30,	�
Company-operated�retail�locations:	�	2013	�	Opened	�	Closed	�	2014	�
Type:	�	�	�	�	�	�	�	�	�
Kiosk/Store in Store	�	122	�	7	�	(29	)	100	�
Retail Stores	�	315	�	53	�	(39	)	329	�
Outlet Stores	�	157	�	35	�	(16	)	176	�
Total	�	594	�	95	�	(84	)	605	�
Operating segment:	�	�	�	�	�	�	�	�	�
Americas	�	208	�	24	�	(21	)	211	�
Asia Pacific	�	221	�	52	�	(51	)	222	�
Japan	�	50	�	5	�	(2	)	53	�
Europe	�	115	�	14	�	(10	)	119	�
Total	�	594	�	95	�	(84	)	605	�

�

9