Form 10-Q DECKERS OUTDOOR CORP For: Dec 31
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One) | |||||
Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the Quarterly Period Ended December 31, 2021
OR
Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the transition period from to
Commission File Number: 001-36436
(Exact name of registrant as specified in its charter)
(State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) |
(Address of principal executive offices and zip code)
(805 ) 967-7611
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||
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 ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company" in Rule 12b-2 of the Exchange Act.
☒ | Accelerated filer | ☐ | ||||||||||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||||||||||
Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of the close of business on January 20, 2022, the number of outstanding shares of the registrant's common stock, par value $0.01 per share, was 27,241,283 .
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
For the Three and Nine Months Ended December 31, 2021
TABLE OF CONTENTS
Page | ||||||||
Item 1. | ||||||||
Item 2. | ||||||||
Item 3. | ||||||||
Item 4. | ||||||||
Item 1. | ||||||||
Item 1A. | ||||||||
Item 2. | ||||||||
Item 3. | Defaults Upon Senior Securities | * | ||||||
Item 4. | Mine Safety Disclosures | * | ||||||
Item 5. | Other Information | * | ||||||
Item 6. | ||||||||
*Not applicable.
1
This Quarterly Report on Form 10-Q for our third fiscal quarter ended December 31, 2021 (Quarterly Report), and the information and documents incorporated by reference within this Quarterly Report, contain “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended (Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (Exchange Act), which statements are subject to considerable risks and uncertainties. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. Forward-looking statements include all statements other than statements of historical fact contained in, or incorporated by reference within, this Quarterly Report. We have attempted to identify forward-looking statements by using words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “predict,” “project,” “should,” “will,” or “would,” and similar expressions or the negative of these expressions. Specifically, this Quarterly Report, and the information and documents incorporated by reference within this Quarterly Report, contain forward-looking statements relating to, among other things:
•the impacts of the COVID-19 global pandemic on our business, financial condition, results of operations and liquidity, and the business, financial condition, results of operations and liquidity of our customers, suppliers, and business partners;
•changes to our business resulting from changes in discretionary spending, consumer confidence, unemployment rates, retail store activity, tourist activity, and governmental restrictions;
•the impact of government orders, local authority mandates and expert agency guidance on retail store closures and operating restrictions;
•our business, operating, investing, capital allocation, marketing, and financing plans and strategies;
•the expansion of our brands and product offerings;
•changes to the geographic and seasonal mix of our brands and products;
•changes to our product distribution strategies, including the implementation of our product allocation and segmentation strategies;
•changes in consumer preferences impacting our brands and products, and the footwear and fashion industries;
•trends impacting the purchasing behavior of wholesale partners and consumers, including those impacting retail and e-commerce businesses;
•bankruptcies or other financial difficulties impacting our wholesale or other business partners;
•the impact of seasonality and weather on consumer behavior, demand for our products, and our results of operations;
•the impact of our efforts to continue to advance sustainable and socially conscious business operations, and the expectations and standards that our investors and other stakeholders have with respect to our environmental, social and governance practices;
•expansion of and investments in our Direct-to-Consumer capabilities, including our distribution facilities and e-commerce platforms;
•the operational challenges faced by our warehouse and distribution centers, our wholesale customers, our global third-party logistics providers, and third-party carriers, including as a result of global supply chain disruptions and labor shortages, and the related impacts on our ability to timely deliver products;
•availability of raw materials and manufacturing capacity, and reliability of overseas production and storage;
•inflationary pressures, including on employee wages and our raw material costs;
•commitments and contingencies, including with respect to operating leases, purchase obligations for product and raw materials, and legal or regulatory proceedings;
•the impacts of new or proposed legislation, tariffs, regulatory enforcement actions, or legal proceedings;
•the value of goodwill and other intangible assets, and potential write-downs or impairment charges;
•changes impacting our tax liability and effective tax rates;
•repatriation of earnings of non-United States (US) subsidiaries and any related tax impacts;
•the impact of the adoption of recent accounting pronouncements; and
•overall global economic, political, and social trends, including foreign currency exchange rate fluctuations, changes in interest rates, and changes in commodity pricing.
Forward-looking statements represent management’s current expectations and predictions about trends affecting our business and industry and are based on information available at the time such statements are made. Although we do not make forward-looking statements unless we believe we have a reasonable basis for doing so, we cannot guarantee their accuracy or completeness. Forward-looking statements involve numerous known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from any future results, performance or achievements predicted, assumed, or implied by the forward-looking statements. Some of the risks and uncertainties that may cause our actual results to materially differ from those expressed or implied by these forward-looking statements are described in Part II, Item 1A, "Risk Factors," and Part I, Item 2, "Management's Discussion and Analysis of Financial Condition and Results of Operations," within this Quarterly Report, as well as in our other filings with the Securities and Exchange Commission (SEC). You should read this Quarterly Report, including the information and documents incorporated by reference herein, in its entirety and with the understanding that our actual future results may be materially different from the results expressed or implied by these forward-looking statements. Moreover, new risks and uncertainties emerge from time to time and it is not possible for management to predict all risks and uncertainties, nor can we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause our actual future results to be materially different from any results expressed or implied by any forward-looking statements. Except as required by applicable law or the listing rules of the New York Stock Exchange, we expressly disclaim any intent or obligation to update any forward-looking statements. We qualify all our forward-looking statements with these cautionary statements.
2
PART I. FINANCIAL INFORMATION
References within this Quarterly Report to "Deckers," "we," "our," "us," "management," or the "Company" refer to Deckers Outdoor Corporation, together with its consolidated subsidiaries. UGG® (UGG), HOKA® (HOKA), Teva® (Teva), Sanuk® (Sanuk), and Koolaburra® (Koolaburra) are some of the Company's trademarks. Other trademarks or trade names appearing elsewhere within this Quarterly Report are the property of their respective owners. Solely for convenience, the trademarks and trade names within this Quarterly Report are referred to without the ® and ™ symbols, but such references should not be construed as any indication that their respective owners will not assert, to the fullest extent under applicable law, their rights thereto.
Unless otherwise indicated, all dollar amounts herein are expressed in thousands, except for per share or share data.
3
ITEM 1. FINANCIAL STATEMENTS
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS (UNAUDITED)
(dollar and share data amounts in thousands, except par value)
December 31, 2021 | March 31, 2021 | ||||||||||
ASSETS | (AUDITED) | ||||||||||
Cash and cash equivalents | $ | $ | |||||||||
Trade accounts receivable, net of allowances ($ | |||||||||||
Inventories | |||||||||||
Prepaid expenses | |||||||||||
Other current assets | |||||||||||
Income tax receivable | |||||||||||
Total current assets | |||||||||||
Property and equipment, net of accumulated depreciation ($ | |||||||||||
Operating lease assets | |||||||||||
Goodwill | |||||||||||
Other intangible assets, net of accumulated amortization ($ | |||||||||||
Deferred tax assets, net | |||||||||||
Other assets | |||||||||||
Total assets | $ | $ | |||||||||
LIABILITIES AND STOCKHOLDERS' EQUITY | |||||||||||
Trade accounts payable | $ | $ | |||||||||
Accrued payroll | |||||||||||
Operating lease liabilities | |||||||||||
Other accrued expenses | |||||||||||
Income tax payable | |||||||||||
Value added tax payable | |||||||||||
Total current liabilities | |||||||||||
Long-term operating lease liabilities | |||||||||||
Income tax liability | |||||||||||
Other long-term liabilities | |||||||||||
Total long-term liabilities | |||||||||||
Stockholders' equity | |||||||||||
Common stock ($ | |||||||||||
Additional paid-in capital | |||||||||||
Retained earnings | |||||||||||
Accumulated other comprehensive loss | ( | ( | |||||||||
Total stockholders' equity | |||||||||||
Total liabilities and stockholders' equity | $ | $ |
See accompanying notes to the condensed consolidated financial statements.
4
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (UNAUDITED)
(dollar and share data amounts in thousands, except per share data)
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
Net sales | $ | $ | $ | $ | |||||||||||||||||||
Cost of sales | |||||||||||||||||||||||
Gross profit | |||||||||||||||||||||||
Selling, general, and administrative expenses | |||||||||||||||||||||||
Income from operations | |||||||||||||||||||||||
Interest income | ( | ( | ( | ( | |||||||||||||||||||
Interest expense | |||||||||||||||||||||||
Other income, net | ( | ( | ( | ( | |||||||||||||||||||
Total other expense, net | |||||||||||||||||||||||
Income before income taxes | |||||||||||||||||||||||
Income tax expense | |||||||||||||||||||||||
Net income | |||||||||||||||||||||||
Other comprehensive (loss) income | |||||||||||||||||||||||
Unrealized (loss) gain on cash flow hedges, net of tax | ( | ( | ( | ||||||||||||||||||||
Foreign currency translation (loss) gain | ( | ( | |||||||||||||||||||||
Total other comprehensive (loss) income | ( | ( | |||||||||||||||||||||
Comprehensive income | $ | $ | $ | $ | |||||||||||||||||||
Net income per share | |||||||||||||||||||||||
Basic | $ | $ | $ | $ | |||||||||||||||||||
Diluted | $ | $ | $ | $ | |||||||||||||||||||
Weighted-average common shares outstanding | |||||||||||||||||||||||
Basic | |||||||||||||||||||||||
Diluted |
See accompanying notes to the condensed consolidated financial statements.
5
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
(amounts in thousands)
Nine Months Ended December 31, 2021 | |||||||||||||||||||||||||||||||||||
Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||||||||
Shares | Amount | ||||||||||||||||||||||||||||||||||
Balance, March 31, 2021 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | ||||||||||||||||||||||||||||||||
Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||
Shares withheld for taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Repurchases of common stock | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||
Total other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
Balance, June 30, 2021 | ( | ||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | ||||||||||||||||||||||||||||||||
Shares issued upon vesting | — | — | — | ||||||||||||||||||||||||||||||||
Shares withheld for taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Repurchases of common stock | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||
Total other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Balance, September 30, 2021 | ( | ||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | — | |||||||||||||||||||||||||||||||
Shares issued upon vesting | — | — | — | — | — | ||||||||||||||||||||||||||||||
Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||
Shares withheld for taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Repurchases of common stock | ( | ( | — | ( | — | ( | |||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||
Total other comprehensive loss | — | — | — | — | ( | ( | |||||||||||||||||||||||||||||
Balance, December 31, 2021 | $ | $ | $ | $ | ( | $ |
6
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (UNAUDITED)
(amounts in thousands)
(continued)
Nine Months Ended December 31, 2020 | |||||||||||||||||||||||||||||||||||
Additional Paid-in Capital | Retained Earnings | Accumulated Other Comprehensive Loss | Total Stockholders' Equity | ||||||||||||||||||||||||||||||||
Common Stock | |||||||||||||||||||||||||||||||||||
Shares | Amount | ||||||||||||||||||||||||||||||||||
Balance, March 31, 2020 | $ | $ | $ | $ | ( | $ | |||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | ||||||||||||||||||||||||||||||||
Shares issued upon vesting | — | — | — | — | — | ||||||||||||||||||||||||||||||
Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||
Shares withheld for taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Net loss | — | — | — | ( | — | ( | |||||||||||||||||||||||||||||
Total other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
Balance, June 30, 2020 | ( | ||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | ||||||||||||||||||||||||||||||||
Shares issued upon vesting | — | — | |||||||||||||||||||||||||||||||||
Exercise of stock options | — | — | — | ||||||||||||||||||||||||||||||||
Shares withheld for taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||
Total other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
Balance, September 30, 2020 | ( | ||||||||||||||||||||||||||||||||||
Stock-based compensation | — | — | — | ||||||||||||||||||||||||||||||||
Shares issued upon vesting | — | — | — | — | — | ||||||||||||||||||||||||||||||
Exercise of stock options | — | — | |||||||||||||||||||||||||||||||||
Shares withheld for taxes | — | — | ( | — | — | ( | |||||||||||||||||||||||||||||
Net income | — | — | — | — | |||||||||||||||||||||||||||||||
Total other comprehensive income | — | — | — | — | |||||||||||||||||||||||||||||||
Balance, December 31, 2020 | $ | $ | $ | $ | ( | $ |
See accompanying notes to the condensed consolidated financial statements.
7
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(amounts in thousands)
Nine Months Ended December 31, | |||||||||||
2021 | 2020 | ||||||||||
OPERATING ACTIVITIES | |||||||||||
Net income | $ | $ | |||||||||
Reconciliation of net income to net cash used in by operating activities: | |||||||||||
Depreciation, amortization, and accretion | |||||||||||
Amortization on cloud computing arrangements | |||||||||||
Bad debt (benefit) expense | ( | ||||||||||
Deferred tax (benefit) expense | ( | ||||||||||
Stock-based compensation | |||||||||||
Loss on disposal of long-lived assets | |||||||||||
Impairment of operating lease and other long-lived assets | |||||||||||
Gain on settlement of asset retirement obligations | ( | ||||||||||
Changes in operating assets and liabilities: | |||||||||||
Trade accounts receivable, net | ( | ( | |||||||||
Inventories | ( | ||||||||||
Prepaid expenses and other current assets | ( | ( | |||||||||
Income tax receivable | ( | ( | |||||||||
Net operating lease assets and lease liabilities | |||||||||||
Other assets | ( | ( | |||||||||
Trade accounts payable | |||||||||||
Other accrued expenses | |||||||||||
Income tax payable | ( | ||||||||||
Other long-term liabilities | |||||||||||
Net cash provided by operating activities | |||||||||||
INVESTING ACTIVITIES | |||||||||||
Purchases of property and equipment | ( | ( | |||||||||
Proceeds from sales of property and equipment | |||||||||||
Net cash used in investing activities | ( | ( | |||||||||
FINANCING ACTIVITIES | |||||||||||
Proceeds from short-term borrowings | |||||||||||
Repayments of short-term borrowings | ( | ||||||||||
Proceeds from issuance of stock | |||||||||||
Proceeds from exercise of stock options | |||||||||||
Repurchases of common stock | ( | ||||||||||
Cash paid for shares withheld for taxes | ( | ( | |||||||||
Repayments of mortgage principal | ( | ||||||||||
Net cash used in financing activities | ( | ( | |||||||||
Effect of foreign currency exchange rates on cash and cash equivalents | |||||||||||
Net change in cash and cash equivalents | ( | ||||||||||
Cash and cash equivalents at beginning of period | |||||||||||
Cash and cash equivalents at end of period | $ | $ | |||||||||
8
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
(amounts in thousands)
(continued)
Nine Months Ended December 31, | |||||||||||
2021 | 2020 | ||||||||||
SUPPLEMENTAL CASH FLOW DISCLOSURE | |||||||||||
Cash paid during the period | |||||||||||
Income taxes, net of refunds of $ | $ | $ | |||||||||
Interest | |||||||||||
Operating leases | |||||||||||
Non-cash investing activities | |||||||||||
Accrued for purchases of property and equipment | |||||||||||
Accrued for asset retirement obligations | |||||||||||
Leasehold improvements acquired through tenant allowances | |||||||||||
See accompanying notes to the condensed consolidated financial statements.
9
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Three and Nine Months Ended December 31, 2021 and 2020
(dollar amounts in thousands, except share and per share data)
Note 1. General
The Company. Deckers Outdoor Corporation and its wholly owned subsidiaries (collectively, the Company) are global leaders in designing, marketing, and distributing innovative footwear, apparel, and accessories developed for both everyday casual lifestyle use and high-performance activities. As part of its omni-channel platform, the Company's proprietary brands are aligned across its Fashion Lifestyle group, which includes the UGG and Koolaburra brands, and Performance Lifestyle group, which includes the HOKA, Teva, and Sanuk brands.
The Company sells its products through domestic and international retailers, international distributors, and directly to its global consumers through its Direct-to-Consumer (DTC) business, which is comprised of its retail stores and e‑commerce websites. Independent third-party contractors manufacture all of the Company's products. A significant part of the Company's business is seasonal, requiring it to build inventory levels during certain quarters in its fiscal year to support higher selling seasons, which contributes to variation in its results from quarter to quarter.
10
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Three and Nine Months Ended December 31, 2021 and 2020
(dollar amounts in thousands, except share and per share data)
Recent Accounting Pronouncements. The Financial Accounting Standards Board has issued Accounting Standard Updates (ASU) that have been recently adopted and not yet adopted by the Company for its annual and interim reporting periods, as stated below.
Recently Adopted. The following is a summary of each ASU recently adopted by and its impact on the Company:
Standard | Description | Impact Upon Adoption | ||||||||||||
ASU No. 2019-12, Income Taxes: Simplifying the Accounting for Income Taxes | Removes certain exceptions for recognizing deferred taxes for investments, performing intra-period allocation, and calculating income taxes in interim periods, and reduces complexity in certain areas, including recognizing deferred taxes for tax goodwill and allocating taxes to members of a consolidated group. | The Company adopted this ASU on a retrospective basis beginning April 1, 2021 and concluded that this ASU did not have a material impact on its condensed consolidated financial statements. |
Not Yet Adopted. The following is a summary of each ASU issued that is applicable to and has not yet been adopted, as well as the planned period of adoption and the expected impact on the Company upon its adoption:
Standard | Description | Planned Period of Adoption | Expected Impact Upon Adoption | |||||||||||||||||
ASU No. 2020-04, Reference Rate Reform: Facilitation of the Effects of Reference Rate Reform on Financial Reporting (as amended by ASU 2021-01) | London Interbank Offered Rate (LIBOR) is a benchmark interest rate referenced in a variety of agreements that are used by all types of entities. At the end of 2021, banks will no longer be required to report information that is used to determine LIBOR. As a result, LIBOR could be discontinued. Other interest rates used globally could also be discontinued for similar reasons. This ASU provides companies with optional guidance to ease the potential accounting burden associated with transitioning away from reference rates that are expected to be discontinued. Guidance is limited for adoption through December 31, 2022. | Q3 FY 2023 | The Company is currently evaluating the impact of the adoption of this ASU; however, the Company does not expect that the adoption will have a material impact on its condensed consolidated financial statements. |
Note 2. Revenue Recognition
11
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Three and Nine Months Ended December 31, 2021 and 2020
(dollar amounts in thousands, except share and per share data)
Activity during the nine months ended December 31, 2021 related to estimated sales returns is as follows:
Recovery Asset | Refund Liability | ||||||||||
Balance, March 31, 2021 | $ | $ | ( | ||||||||
Net additions to sales return allowance* | ( | ||||||||||
Actual returns | ( | ||||||||||
Balance, December 31, 2021 | $ | $ | ( |
Activity during the nine months ended December 31, 2020 related to estimated sales returns is as follows:
Recovery Asset | Refund Liability | ||||||||||
Balance, March 31, 2020 | $ | $ | ( | ||||||||
Net additions to sales return allowance* | ( | ||||||||||
Actual returns | ( | ||||||||||
Balance, December 31, 2020 | $ | $ | ( |
Refer to Note 11, “Reportable Operating Segments,” for further information on the Company's disaggregation of revenue by reportable operating segment.
12
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Three and Nine Months Ended December 31, 2021 and 2020
(dollar amounts in thousands, except share and per share data)
Note 3. Fair Value Measurements
The accounting standard for fair value measurements provides a framework for measuring fair value, which is defined as the price that would be received for an asset or the exit price that would be paid to transfer a liability in the principal or most advantageous market in an orderly transaction between market participants on the measurement date. The fair value hierarchy under this accounting standard requires an entity to maximize the use of observable inputs, where available. The following summarizes the three levels of inputs required:
•Level 1: Quoted prices in active markets for identical assets and liabilities.
•Level 2: Observable inputs other than quoted prices in active markets for identical assets and liabilities.
•Level 3: Unobservable inputs in which little or no market activity exists, therefore requiring the Company to develop its own assumptions.
The carrying amount of the Company’s financial instruments, which principally include cash and cash equivalents, trade accounts receivable, net; trade accounts payable, accrued payroll, and other accrued expenses, approximates fair value due to their short-term nature. The carrying amount of the Company’s short-term borrowings, which are considered Level 2 liabilities, approximates fair value based upon current rates and terms available to the Company for similar debt.
Assets and liabilities measured on a recurring basis at fair value in the condensed consolidated balance sheets are as follows:
Measured Using | |||||||||||||||||||||||
December 31, 2021 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Non-qualified deferred compensation asset | $ | $ | $ | $ | |||||||||||||||||||
Non-qualified deferred compensation liability | ( | ( | |||||||||||||||||||||
Designated Derivative Contracts asset | |||||||||||||||||||||||
Non-Designated Derivative Contracts asset | |||||||||||||||||||||||
Non-Designated Derivative Contracts liability | ( | ( |
Measured Using | |||||||||||||||||||||||
March 31, 2021 | Level 1 | Level 2 | Level 3 | ||||||||||||||||||||
Non-qualified deferred compensation asset | $ | $ | $ | $ | |||||||||||||||||||
Non-qualified deferred compensation liability | ( | ( | |||||||||||||||||||||
13
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Three and Nine Months Ended December 31, 2021 and 2020
(dollar amounts in thousands, except share and per share data)
Note 4. Income Taxes
Income tax expense and the effective income tax rate were as follows:
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
Income tax expense | $ | $ | $ | $ | |||||||||||||||||||
Effective income tax rate | % | % | % | % |
The tax provisions during the three and nine months ended December 31, 2021 and 2020 were computed using the estimated effective income tax rate applicable to each of the domestic and foreign taxable jurisdictions for the fiscal year ending March 31, 2022 and were adjusted for discrete items that occurred within the periods presented above.
During the three months ended December 31, 2021, the decrease in the effective income tax rate, compared to the prior period, was primarily due to lower income from operations and changes in the jurisdictional mix of worldwide income before income taxes forecasted for the fiscal year ending March 31, 2022, as well as higher net discrete tax benefits, primarily driven by tax deductions for stock-based compensation and return to provision adjustments recorded in the current period.
Note 5. Revolving Credit Facilities
Primary Credit Facility. In September 2018, the Company entered into a credit agreement (as amended, the Primary Credit Facility) that provides for a five-year , $400,000 unsecured revolving credit facility, contains a $25,000 sublimit for the issuance of letters of credit, and matures on September 20, 2023. At the Company's election, interest under the Primary Credit Facility is tied to the adjusted LIBOR or the alternate base rate (ABR). Interest for borrowings made in foreign currencies is based on currency-specific LIBOR or the Canadian deposit offered rate (CDOR) if made in Canadian dollars. As of December 31, 2021, the effective interest rates for US dollar LIBOR and ABR are 1.23 % and 3.38 %, respectively.
During the nine months ended December 31, 2021, the Company made no borrowings or repayments under the Primary Credit Facility. As of December 31, 2021, the Company has no outstanding balance, outstanding letters of credit of $549 , and available borrowings of $399,451 under the Primary Credit Facility.
China Credit Facility. In August 2013, Deckers (Beijing) Trading Co., Ltd., a wholly owned subsidiary of the Company, entered into a credit agreement in China (as amended, the China Credit Facility) that provides for an uncommitted revolving line of credit of up to CNY300,000 , or $47,139 , with an overdraft facility sublimit of CNY100,000 , or $15,713 . The China Credit Facility is payable on demand and subject to annual review with a defined aggregate period of borrowing of up to 12 months. The obligations under the China Credit Facility are guaranteed by the Company for 108.5 % of the facility amount in US dollars. Interest is based on the People’s Bank of China (PBOC) market rate multiplied by a variable liquidity factor. As of December 31, 2021, the effective interest rate is 4.10 %.
During the nine months ended December 31, 2021, the Company made no borrowings or repayments under the China Credit Facility. As of December 31, 2021, the Company has no outstanding balance, outstanding bank guarantees of $31 , and available borrowings of $47,108 under the China Credit Facility.
14
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Three and Nine Months Ended December 31, 2021 and 2020
(dollar amounts in thousands, except share and per share data)
Japan Credit Facility. In March 2016, Deckers Japan, G.K., a wholly owned subsidiary of the Company, entered into a credit agreement in Japan (as amended, the Japan Credit Facility) that provides for an uncommitted revolving line of credit of up to JPY3,000,000 , or $26,064 , for a maximum term of six months for each draw on the facility. The Japan Credit Facility can be renewed annually and is guaranteed by the Company. Interest is based on the Tokyo Interbank Offered Rate (TIBOR) plus 0.40 %. As of December 31, 2021, the effective interest rate is 0.48 %.
During the nine months ended December 31, 2021, the Company made no borrowings or repayments under the Japan Credit Facility. As of December 31, 2021, the Company has no outstanding balance and available borrowings of $26,064 under the Japan Credit Facility.
Debt Covenants. As of December 31, 2021, the Company is in compliance with all financial covenants under the credit facilities.
Note 6. Commitments and Contingencies
Leases. The Company primarily leases retail stores, showrooms, offices, and distribution facilities under operating lease contracts. Some of the Company's operating leases contain extension options between 15 years. Historically, the Company has not entered into finance leases and its lease agreements generally do not contain residual value guarantees, options to purchase underlying assets, or material restrictive covenants. and
Supplemental information for amounts presented in the condensed consolidated statements of cash flows related to operating leases, was as follows:
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
Non-cash operating activities | |||||||||||||||||||||||
Operating lease assets obtained in exchange for lease liabilities* | $ | $ | $ | $ | |||||||||||||||||||
Reductions to operating lease assets for reductions to lease liabilities* | ( | ( | ( | ( |
*Amounts disclosed include non-cash additions or reductions resulting from lease remeasurements.
Litigation. From time to time, the Company is involved in various legal proceedings and claims arising in the ordinary course of business. Although the results of legal proceedings and claims cannot be predicted with certainty, the Company currently believes that the final outcome of these ordinary course matters will not, individually or in the aggregate, have a material adverse effect on its business, results of operations, financial condition, or cash flows. However, regardless of the outcome, litigation can have an adverse impact on the Company because of legal costs, diversion of management time and resources, and other factors.
15
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Three and Nine Months Ended December 31, 2021 and 2020
(dollar amounts in thousands, except share and per share data)
Note 7. Stock-Based Compensation
Annual Awards. The Company granted annual awards under the 2015 SIP, as recorded in the condensed consolidated statements of comprehensive income, as summarized below:
Nine Months Ended December 31, | ||||||||||||||||||||||||||
2021 | 2020 | |||||||||||||||||||||||||
Shares Granted | Weighted-average grant date fair value per share | Shares Granted | Weighted-average grant date fair value per share | |||||||||||||||||||||||
Annual RSUs | $ | $ | ||||||||||||||||||||||||
Future unrecognized stock-based compensation expense for Annual RSUs and Annual PSUs outstanding as of December 31, 2021 is $14,873 .
Long-Term Incentive Plan Awards. During the nine months ended December 31, 2021, the Company approved awards under the 2015 SIP for the issuance of PSUs (2022 LTIP PSUs), which were awarded to certain members of the Company's management team, including the Company's named executive officers and vice presidents. The 2022 LTIP PSUs are subject to vesting based on service conditions over three years . The Company must meet certain revenue and pre-tax income performance targets individually over reporting periods for the fiscal years ending March 31, 2022, 2023, and 2024 (collectively, the Measurement Periods) and incorporates a relative total stockholder return (TSR) modifier for the 36 -month period (commencing April 1, 2021) ending March 31, 2024 (collectively, the Performance Periods). To the extent financial performance is achieved above the threshold levels for each of these performance criteria, the number of 2022 LTIP PSUs that vest will increase up to a maximum of 200 % of the targeted amount for that award. No vesting of any portion of the 2022 LTIP PSUs will occur if the Company fails to achieve the minimum revenue and pre-tax income amounts for each reporting period equal to at least 100 % of the threshold amounts for these criteria. Following the determination of the Company’s achievement with respect to the revenue and pre-tax income criteria for the Measurement Periods, the vesting of each 2022 LTIP PSU will be subject to adjustment based on the application of a relative TSR modifier. The amount of the adjustment will be determined based on a comparison of the Company's TSR relative to the TSR of a pre-determined set of peer group companies for the Performance Periods. A Monte-Carlo simulation model was used to determine the grant date fair value by simulating a range of possible future stock prices for the Company and each member of the peer group over the Performance Periods.
The Company granted awards at the target performance level of 26,347 2022 LTIP PSUs during the nine months ended December 31, 2021. The weighted-average grant date fair value per share of these 2022 LTIP PSUs was $435.94 . Based on the Company's current long-range forecast, the Company determined that the achievement of at least the target performance criteria for these awards was probable as of the grant date.
Future unrecognized stock-based compensation expense for the target level of all LTIP PSUs outstanding as of December 31, 2021, including the 2022 LTIP PSUs discussed above, the 19,890 2021 LTIP PSUs issued in March 2021, and the 38,174 2020 LTIP PSUs issued in September 2019, is $16,956 .
Note 8. Derivative Instruments
The Company may enter into foreign currency forward or option contracts (derivative contracts), generally with maturities of 15 months or less, to manage foreign currency risk on expected cash flows and certain existing assets and liabilities, primarily intercompany balances. Certain of these derivative contracts are designated as cash flow hedges of forecasted sales (Designated Derivative Contracts). The Company may also enter into derivative contracts that are not designated as cash flow hedges (Non-Designated Derivative Contracts), to offset a portion of anticipated gains and losses on certain intercompany balances until the expected time of repayment. The after-tax unrealized gains or losses from changes in the fair value of Designated Derivative Contracts are recorded as a component of accumulated other comprehensive loss (AOCL) and are reclassified to net sales in the condensed consolidated statements of comprehensive income in the same period or periods as the related sales are recognized. The Company includes all hedge components in its assessment of effectiveness for its derivative contracts.
Changes in the fair value of Non-Designated Derivative Contracts are recorded in SG&A expenses in the condensed consolidated statements of comprehensive income. The changes in fair value for these contracts are generally offset by the remeasurement gains or losses associated with the underlying foreign currency-denominated intercompany balances, which are recorded in SG&A expenses in the condensed consolidated statements of comprehensive income.
As of December 31, 2021, the Company has the following derivative contracts recorded at fair value in the condensed consolidated balance sheets:
Designated Derivative Contracts | Non-Designated Derivative Contracts | Total | |||||||||||||||
Notional value | $ | $ | $ | ||||||||||||||
Fair value recorded in other current assets | |||||||||||||||||
Fair value recorded in other accrued expenses | ( | ( |
As of December 31, 2021, the Company's outstanding derivative contracts are held by an aggregate of two counterparties, all with various maturity dates within the next three months. As of March 31, 2021, the Company has no outstanding derivative contracts.
The following table summarizes the effect of Designated Derivative Contracts and the related income tax effects recorded in the condensed consolidated statements of comprehensive income for changes in AOCL:
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
Gain (loss) recorded in Other comprehensive income | $ | $ | ( | $ | $ | ( | |||||||||||||||||
Reclassifications from Accumulated other comprehensive loss into net sales | ( | ( | |||||||||||||||||||||
Income tax benefit (expense) in Other comprehensive income | ( | ||||||||||||||||||||||
Total | $ | ( | $ | ( | $ | $ | ( |
16
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Three and Nine Months Ended December 31, 2021 and 2020
(dollar amounts in thousands, except share and per share data)
The following table summarizes the effect of Non-Designated Derivative Contracts recorded in the condensed consolidated statements of comprehensive income:
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 | ||||||||||||||||||||
(Loss) gain recorded in SG&A expenses | $ | ( | $ | ( | $ | $ | ( |
The non-performance risk of the Company and the counterparties did not have a material impact on the fair value of its derivative contracts. As of December 31, 2021, the amount of unrealized gains on derivative contracts recorded in AOCL is expected to be reclassified into net sales within the next three months. Refer to Note 9, “Stockholders' Equity,” for further information on the components of AOCL.
Note 9. Stockholders' Equity
Stock Repurchase Programs. The Company's Board of Directors has authorized various stock repurchase programs pursuant to which the Company may repurchase shares of its common stock, and, during April 2021, approved an additional authorization of $750,000 to repurchase the Company's common stock under the same conditions as the prior stock repurchase program (collectively, stock repurchase programs). The Company's stock repurchase programs do not obligate it to acquire any amount of common stock and may be suspended at any time at the Company's discretion. As of December 31, 2021, the aggregate remaining approved amount under the Company's stock repurchase programs is $543,976 .
Stock repurchase activity under these programs for the nine months ended December 31, 2021 was as follows:
Amounts** | |||||
Total number of shares repurchased* | |||||
Average price paid per share | $ | ||||
Dollar value of shares repurchased | $ |
*Any share repurchases are made as part of publicly announced programs in open-market transactions.
** May not calculate on rounded dollars.
Subsequent to December 31, 2021 through January 20, 2022, the Company repurchased 2,643 shares for $973 at an average price of $368.25 per share, and has $543,003 remaining authorized under the stock repurchase programs.
Accumulated Other Comprehensive Loss. The components within AOCL recorded in the condensed consolidated balance sheets are as follows:
December 31, 2021 | March 31, 2021 | ||||||||||
Unrealized gain on cash flow hedges, net of tax | $ | $ | |||||||||
Cumulative foreign currency translation loss | ( | ( | |||||||||
Total | $ | ( | $ | ( |
17
DECKERS OUTDOOR CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)
For the Three and Nine Months Ended December 31, 2021 and 2020
(dollar amounts in thousands, except share and per share data)
Note 10. Basic and Diluted Shares
The reconciliation of basic to diluted weighted-average common shares outstanding was as follows:
Three Months Ended December 31, | Nine Months Ended December 31, | ||||||||||||||||||||||
2021 | 2020 | 2021 | 2020 |